<PAGE>

                              --------------------
                              Dated 18 August 1999

                            Agreement for Purchase of
                                     Shares
                                Alfred Jacob Gans
                       Ashcliff Pty Ltd (ACN 057 727 198)
                           as trustee for the AJ Gans
                                Children's Trust
                                   ("Vendors")

                                  RoweCom, Inc.
                                  ("Purchaser")

                                  Liliane Gans
                                 ("Covenantor")


                            Mallesons Stephen Jaques
                                   Solicitors

                           Level 30, Waterfront Place
                                 1 Eagle Street
                                BRISBANE QLD 4000
                               Tel (07) 3244 8000
                               Fax (07) 3244 8999
                                 Ref: JSH / MJB
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Contents   Agreement for Purchase of Shares
================================================================================

           1 Interpretation                                                    1

           2 Sale and purchase of Shares                                       5

           3 Purchase Price                                                    5

           4 Conditions precedent                                              6

                Due diligence                                                  6
                Transfer of Business Premises                                  6
                Termination                                                    6

           5 Completion                                                        7

                Where and when                                                 7
                Payment of Repayable Receivables                               7
                Vendor's obligations                                           7
                Purchaser's obligations                                        8
                Date of effect                                                 8

           6 Payment of the Purchase Price                                     8

                Purchase Price due on Completion                               8
                Stakeholder to retain the Retention Amount                     8
                Release to the Vendor                                          9
                Release to Purchaser - post Last Balance Date liabilities      9
                Release to the Purchaser - service commitment                  9
                Release to the Purchaser - Warranties                         10
                Notice of Purchaser's claim                                   10
                Dispute Resolution                                            10
                Stakeholder may release Retention Amount                      10
                Stakeholder's obligations                                     11
                Form of Payment                                               11

           7 Conduct of business pending Completion                           11

           8 Risk and insurance                                               12

                Vendor to insure until Completion                             12
                Damage to assets                                              12

           9 Access to Records                                                13

           10 Superannuation                                                  14

           11 Warranties, representations and indemnities                     14

                Warranties                                                    14
                Reliance                                                      14
                Representations                                               15
                Indemnity                                                     15
                Right to terminate                                            15
                Winding up of Vendor                                          15
                Release of Covenantor                                         15

           12 Adjustment for Tax liability                                    15

           13 Default by Vendors                                              20
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           14 Restraint                                                       20

           15 New Lease                                                       22

                Agreement to lease                                            22
                Initial rent                                                  22

           16 Costs and stamp duty                                            23

           17 Power of attorney                                               23

           18 Notices                                                         24

           19 Assignment                                                      25

           20 Miscellaneous                                                   25

                Exercise of rights                                            25
                Waiver and variation                                          25
                Approvals and consent                                         25
                Remedies cumulative                                           25
                No merger                                                     25
                Survival of indemnities                                       25
                Enforcement of indemnities                                    25
                Further assurances                                            25
                Publicity                                                     26
                Time of the essence                                           26
                Entire agreement                                              26
                Execution by facsimile                                        26

           21 Governing law, jurisdiction and service of process              26

           22 Redundancy payments for employees                               26

           Appendix Warranties and Representations                            28

           Schedule 1 Vendors and Shareholdings                               40

           Schedule 2 Mortgages and other Encumbrances over the Company       4l

           Schedule 3 Bank Accounts and Signatories                           42

           Schedule 4 Contracts with the Vendors                              44

           Schedule 5 Not used                                                45

           Schedule 6 Not used                                                46

           Schedule 7 List of Plant and Equipment                             47

           Schedule 8 Particulars of Equipment Leases                         51

           Schedule 9 Particulars of Registered and Unregistered
            Intellectual Property                                             52

           Schedule 10 Banking Facilities                                     55

          Schedule 11 Contracts of Insurance                                  56
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                        Agreement for Purchase of Shares

Date:

Parties:                ASHCLIFF PTY LTD (ACN 057 727 198) as trustee for the AJ
                        GANS CHILDREN'S TRUST ("Ashcliff") and ALFRED JACOB GANS
                        (collectively "Vendors" and individually "Vendor")

                        ROWECOM INC. a company incorporated in the United States
                        of America having its registered office at 725 Concord
                        Avenue, Cambridge in the State of Massachusetts in the
                        United States of America ("Purchaser")

                        LILIANE GANS of 3 Mozart Place, Mt Ommaney in the State
                        of Queensland ("Covenantor")

Recitals:

                A.      International Subscription Agencies Pty Ltd (ACN 009 872
                        217) is a company incorporated in Queensland and has its
                        registered office at Level 4, Benson House, 2 Benson
                        Street, Toowong in the State of Queensland ("Company").

                B.      The Company has an issued capital of 1 x "A" class share
                        fully paid, 1 x "B" class share fully paid, 1 x "C"
                        class share fully paid, 1 x "D" class share fully paid,
                        4,000 ordinary shares fully paid and 210,000 x class
                        redeemable preference shares fully paid.

                C.      The Vendors are the registered holders and beneficial
                        owners of all the issued shares in the capital of the
                        Company ("Shares") as set out in Schedule 1 opposite the
                        name of each Vendor.

                D.      The Vendors have agreed to sell and the Purchaser has
                        agreed to purchase the Shares on the following terms.

                E.      The Covenantor is a director of the Company and Ashcliff
                        and acknowledges giving the warranties and undertakings
                        in this agreement in consideration for the Purchaser
                        entering into this agreement.

Operative provisions:

1       Interpretation
================================================================================
                1.1     The following words have these meanings in this
                        agreement unless the contrary intention appears.

                        Accounting Standards means the Australian Accounting
                        Standards from time to time and if and to the extent
                        that any matter is not covered by Australian Accounting
                        Standards means generally accepted accounting principles
                        applied from time to time in Australia for a company
                        similar to the Company.

                        Business Day means a day on which trading banks are open
                        for general business in Brisbane.
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                        Business Premises means the Level 2 Premises and the
                        Level 4 Premises.

                        Company means International Subscription Agencies Pty
                        Ltd ACN 009 872 217.

                        Completion means settlement of the sale and purchase of
                        the Shares in accordance with clause 5 and Complete has
                        a corresponding meaning.

                        Completion Date means the day following the date of
                        execution of this agreement or any other date agreed by
                        the Vendors and the Purchaser.

                        Confidential Information means all trade secrets and all
                        financial, marketing and technical information, ideas,
                        concepts, know-how, technology, processes and knowledge
                        which is confidential or of a sensitive nature, but
                        excludes that which is in the public domain.

                        Contaminant means a solid, liquid, gas, odour, heat,
                        sound, vibration, radiation or substance which makes or
                        may make the Business Premises or the surrounding
                        Environment:

                        (a)     unsafe or unfit for habitation or occupation by
                                persons or animals;

                        (b)     degraded in its capacity to support plant life;
                                or

                        (c)     otherwise environmentally degraded.

                        Dollars, AUD, A$ and $ means the lawful currency of
                        Australia

                        Environment means the physical factors of the
                        surroundings of persons including the land, waters,
                        atmosphere, climate, sound, odours, taste, the
                        biological factors of animals and plants and the social
                        factor of aesthetics.

                        Environmental Law means a law regulating or otherwise
                        relating to the Environment, including but not limited
                        to any law relating to land use planning, pollution of
                        air or water, soil or ground water contamination,
                        chemicals, waste, use of dangerous goods or to any other
                        aspect of protection of the environment or person or
                        property.

                        Equipment Leases means leases of, and agreements to
                        hire, equipment (including motor vehicles) to the
                        Company.

                        Intellectual Property Licences means all agreements
                        under which the Company obtains the right to use, but no
                        ownership of, any of the Intellectual Property Rights
                        referred to in paragraphs (a) to (d) of the definition
                        of that term.

                        Intellectual Property Rights means:

                        (a)     the business names owned or used at any time by
                                the Company;

                        (b)     all trade marks owned or used at any time by the
                                Company;
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                                                                               3
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                        (c)     all Confidential Information owned or used at
                                any time by the Company;

                        (d)     all patents, patent applications, discoveries,
                                inventions, registered and unregistered designs,
                                copyright and similar rights owned or used at
                                any time by the Company; and

                        (e)     the Intellectual Property Licences.

                        Last Accounts means the unaudited balance sheet of the
                        Company as at the Last Balance Date and the unaudited
                        profit and loss account of the Company for the year
                        ending on the Last Balance Date copies of which are
                        attached as annexure A.

                        Last Balance Date means 30 June 1999.

                        Leased Plant and Equipment means the subject matter of
                        the Equipment Leases.

                        Level 2 Lease means any existing agreement or
                        arrangement for the occupancy of the Level 2 Premises.

                        Level 2 Premises means the Company's place of business
                        at Level 2, 41 Sherwood Road, Toowong in the State of
                        Queensland, more particularly described as Lot 6 in BUP
                        10844, County Stanley, Parish Enoggera

                        Level 4 Lease means the Company's lease of the Level 4
                        Premises.

                        Level 4 Premises means the Company's place of business
                        at Level 4, 41 Sherwood Road, Toowong in the State of
                        Queensland, more particularly described as Lot 12 in BUP
                        12846, County Stanley, Parish Enoggera.

                        New Lease means the lease of the Level 2 Premises to the
                        Company in the form set out at Schedule 12, completed in
                        accordance with clause 15.

                        Plant and Equipment means all plant, equipment, motor
                        vehicles, machinery, furniture, fixtures and fittings
                        owned and used by the Company on hand on the Completion
                        Date.

                        Purchase Price means the aggregate consideration payable
                        for the Shares calculated in accordance with clause 3.

                        Purchase Price due on Completion means that part of the
                        Purchase Price to be paid on Completion, and consists of
                        AUD$1,832,652.00

                        Repayable Receivables means those receivables (with an
                        aggregate value of $634,765 as at 30 June 1999) being
                        the items described in Note 2 to the Last Accounts, and
                        more particularly, comprising the following items:

                        (b)     AJ Gans Children's Trust pre 4/12/97;

                        (c)     AJ Gans pre 4/12/97; and
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                                                                               4
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                        (d)     AJ Gans post 4/12/97.

                        Retention Amount means an amount equal to the total
                        consideration specified in clause 3 reduced by the
                        Purchase Price due on Completion (excluding the effect,
                        if any, of clause 6.2).

                        Records means originals and copies, in machine readable
                        or printed form, of all books, files, reports, records,
                        correspondence, documents and other material of or
                        relating to or used in connection with the Company
                        including:

                        (a)     minute books, statutory books and registers,
                                books of account and copies of taxation returns;

                        (b)     sales literature, market research reports,
                                brochures and other promotional material
                                (including printing blocks, negatives, sound
                                tracks and associated material);

                        (c)     all sales and purchasing records;

                        (d)     all trading and financial records; and

                        (e)     lists of all regular suppliers and customers.

                        Related Body Corporate of a body corporate means another
                        body corporate which is related to the first within the
                        meaning of section 50 of the Corporations Law.

                        Shares means the issued shares in the capital of the
                        Company agreed to be sold under this agreement and Share
                        means any one of those shares.

                        Stakeholder means Mallesons Stephen Jaques.

                        Warranties means the warranties, representations and
                        indemnities in this agreement, including clause 11.

                        Westlake Property means the residential property located
                        at Lefroy Close, Westlake more particularly described as
                        Lot 6285 on RP 143752 in the Parish of Oxley, County of
                        Stanley.

                1.2     In this agreement unless the contrary intention appears:

                        (a)     a reference to a clause, schedule, annexure or
                                appendix is a reference to a clause of or
                                schedule, annexure or appendix to this agreement
                                and references to this agreement include any
                                recital, schedule, annexure or appendix;

                        (b)     a reference to this agreement or another
                                instrument includes any variation or replacement
                                of either of them:

                        (c)     a reference to a statute, ordinance, code or
                                other law includes regulations and other
                                instruments under it and consolidations,
                                amendments, re-enactments or replacements of any
                                of them;

                        (d)     the singular includes the plural and vice versa;
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                                                                               5
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                        (e)     the word person includes a firm, a body
                                corporate, an unincorporated association or an
                                authority;

                        (f)     a reference to a person includes a reference to
                                the person's executors, administrators,
                                successors, substitutes (including, but not
                                limited to, persons taking by novation) and
                                assigns;

                        (g)     an agreement, representation or warranty in
                                favour of two or more persons is for the benefit
                                of them jointly and severally;

                        (h)     an agreement, representation or warranty on the
                                part of two or more persons binds them jointly
                                and severally;

                        (i)     if a period of time is specified and dates from
                                a given day or the day of an act or event, it is
                                to be calculated exclusive of that day; and

                        (j)     a reference to a day is to be interpreted as the
                                period of time commencing at midnight and ending
                                24 hours later.

                1.3     Headings are inserted for convenience and do not affect
                        the interpretation of this agreement.

2       Sale and purchase of Shares
================================================================================

                2.1     Each Vendor agrees to sell and transfer to the Purchaser
                        and the Purchaser agrees to purchase from that Vendor,
                        on the terms and conditions of this agreement, the
                        number of the Shares held by that Vendor set out in
                        column 2 of Schedule 1.

                2.2     The Shares must be transferred free from any mortgage,
                        charge, lien, pledge or other encumbrance and with all
                        rights, including dividend rights, attached or accruing
                        to them on and from the date of this agreement.

                2.3     The Purchaser is not obliged to Complete unless each
                        Vendor is ready, willing and able to Complete
                        simultaneously.

                2.4     Each Vendor waives in favour of the Purchaser any
                        pre-emptive or other rights which that Vendor has now or
                        might otherwise have in respect of any of the Shares
                        held by each other Vendor.

3       Purchase Price
================================================================================

                3.1     The total consideration payable for all of the Shares in
                        the Company is AUD$2,293,836.00, comprising:

                        (a)     the Purchase Price due on Completion; and

                        (b)     the Retention Amount.

                3.2     The consideration payable is to be apportioned as
                        follows:

                        (a)     $1.00 for each:
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                                                                               6
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                                (i)     "Z" class redeemable preference share;
                                        and

                                (ii)    "A", "B", "C" and "D" class share; and

                        (b)     the balance equally between all other shares.

4       Conditions precedent
================================================================================
Due diligence
                4.1     Intentionally deleted.

Transfer of Business Premises
                4.2     Completion of this agreement is also conditional upon:

                        (a)     the lessor of the Level 4 Premises consenting to
                                the change of control of the Company; and

                        (b)     deed of appointment of new trustee for the ISA
                                Superannuation Fund; and

                        (c)     any mortgagee of the Level 2 Premises located at
                                41 Sherwood Road, Toowong consenting to the New
                                Lease.

                        The Vendor must use its best endeavours to procure
                        fulfilment of these conditions as soon as possible and
                        the Purchaser agrees to do all things which may
                        reasonably be required by the Vendor to obtain those
                        consents and the releases of the personal guarantees
                        given by the Covenantor and Alfred Jacob Gans of the
                        obligations of the Company under the Level 4 Lease.

                4.3     The Purchaser may terminate this agreement by written
                        notice to the Vendor if any of the conditions in clause
                        4.2 are not fulfilled by the Completion Date.

Termination
                4.4     If this agreement is terminated under clause 4.3, then,
                        in addition to any other rights, powers or remedies
                        provided by law:

                        (a)     each party is released from its obligations to
                                further perform the agreement except those
                                imposing on it obligations of confidentiality;

                        (b)     each party retains the rights it has against any
                                other party in respect of any past breach; and

                        (c)     the Purchaser must return to the Vendors any
                                Records given to it under clause 9.

                4.5     Clauses 4.1. 4.2 and 4.3 are inserted for the benefit of
                        the Purchaser only.
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5       Completion
================================================================================
Where and when
                5.1     Completion of the sale and purchase of the Shares will
                        take place at 2.00 pm on the Completion Date at the
                        offices of Mallesons Stephen Jaques, Solicitors, Level
                        30, Waterfront Place, 1 Eagle Street, Brisbane, or such
                        other time and place as the Vendors and the Purchaser
                        may agree.

Payment of Repayable Receivables
                5.2     The Vendors will procure that the Repayable Receivables
                        of the Company are repaid to the Company on or prior to
                        Completion.

Vendor's obligations
                5.3     The Vendors agree to do the following on Completion:

                        (a)     establish to the reasonable satisfaction of the
                                Purchaser that the conditions precedent set out
                                in clause 4.2 have been satisfied and (if
                                appropriate) deliver to the Purchaser
                                documentation proving that; and

                        (b)     deliver to the Purchaser or its solicitors:

                                (i)     a copy of an executed transfer of the
                                        Westlake Property from the Company to
                                        Alfred Jacob Gans; and

                                (ii)    a copy of an executed and release of
                                        mortgage for the Westlake Property,
                                        together with an undertaking from the
                                        Vendors to procure stamping and lodgment
                                        for registration of the transfer within
                                        7 days after Completion (and in respect
                                        of which the Vendors indemnify the
                                        Purchaser for any loss or damage it
                                        suffers as a consequence of any failure
                                        by it to comply with this obligation or
                                        to procure registration of the
                                        transfer); and

                                (iii)   a stamped and executed surrender of the
                                        Level 2 Lease from the Completion Date
                                        and consent to the Purchaser's caveat
                                        over the Level 2 Premises pending
                                        registration of the New Lease, both
                                        capable of immediate registration; and

                                (iv)    executed transfers in favour of the
                                        Purchaser of all the Shares together
                                        with the share certificates for the
                                        Shares and consents that the Purchaser
                                        reasonably requires; and

                                (v)     subject to clause 15, the executed New
                                        Lease (2 copies) in immediately
                                        registrable form (subject only to
                                        stamping) together with any other
                                        document reasonably required by the
                                        Purchaser to procure the stamping and/or
                                        registration of the New Lease; and

                        (c)     cause:

                                (i)     the board of directors of the Company to
                                        direct that subject to the payment of
                                        stamp duty, the transfers of the Shares
                                        are registered;
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                                                                               8
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                                (ii)    the delivery to the Purchaser or its
                                        nominee of the Records, the common seal
                                        and any other company seals of the
                                        Company;

                                (iii)   the delivery to the Purchaser or its
                                        nominee of duly completed bank
                                        authorities authorised by the board of
                                        directors of the Company directed to
                                        that company's bankers authorising the
                                        operation of each of its bank accounts
                                        by nominees of the Purchaser; and

                                (iv)    subject to the articles of association
                                        of the Company, the appointment to the
                                        board of directors of the Company of the
                                        Purchaser's nominees and the resignation
                                        from those boards, on terms approved by
                                        the Purchaser, of all existing directors
                                        but so that a properly constituted board
                                        of directors is in existence at all
                                        times.

Purchaser's obligations
                5.4     If the Vendors comply with clause 5.3, the Purchaser
                        agrees to:

                        (a)     make payment in accordance with clause 6.1 on
                                Completion; and

                        (b)     make payment to the Vendors in accordance with
                                clause 6.6 and clause 6.6A on the first
                                anniversary and second anniversary of the
                                Completion Date respectively.

Date of effect
                5.5     Subject to Completion taking place and the satisfaction
                        of any conditions subsequent to Completion, the
                        Purchaser will be deemed to have acquired the Shares on
                        1 August 1999.

                5.6     Despite clause 5.5, the Purchaser will not be deemed:

                        (a)     to be entitled to any profits; and

                        (b)     to have assumed any liabilities or obligation.

                        in relation to the Westlake Property.

6       Payment of the Purchase Price
================================================================================
Purchase Price due on Completion
                6.1     Subject to clause 6.2, the Purchaser agrees to pay the
                        Purchase Price due on Completion to the Vendors, to be
                        apportioned between the Vendors as they direct by way of
                        payment of AUD$l,832,652.00.

                6.2     If the Repayable Receivables of the Company are not
                        repaid to the Company prior to Completion in accordance
                        with clause 5.2, the Purchase Price due on Completion
                        will be reduced by an amount equal to the amount of the
                        Repayable Receivables that has not been repaid.
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Stakeholder to retain the Retention Amount
                6.3     At Completion, the Purchaser must pay the Retention
                        Amount to the Stakeholder. The Stakeholder must invest
                        the Retention Amount in an interest beating deposit
                        account with the National Australia Bank (unless
                        otherwise directed in writing by all parties), on behalf
                        of all parties and at the risk of whichever party or
                        parties are entitled to all or any part of it. Each
                        party must notify the Stakeholder of its tax file number
                        by the Completion Date.

                6.4     The fees and charges directly associated with the
                        maintenance of the investment account for the Retention
                        Amount will:

                        (a)     in the first instance, be deducted from the
                                interest accruing on the account; and

                        (b)     thereafter, be deducted from the Balance of
                                Purchase Price.

                6.5     The Stakeholder may only, and is authorised and directed
                        by the parties to, release the Retention Amount to the
                        party or parties entitled to it in accordance with this
                        clause 6.

Release to the Vendor
                6.6     On the first anniversary of the Completion Date, the
                        Stakeholder must release one third of the balance of the
                        Retention Amount less any amount the subject of an
                        unpaid claim of the type referred to in clauses 6.9 or
                        6.10 to the Vendors. If there is an unpaid claim under
                        those clauses which is disputed by the Vendors under
                        clause 6.11, and that claim is subsequently determined
                        in whole or in part in favour of the Vendors, the
                        Stakeholder must, as soon as possible after that
                        determination, release a further amount from the
                        Retention Amount to the Vendors equal to one third of
                        the amount of the claim determined in their favour.

                6.6A    On the second anniversary of the Completion Date, the
                        Stakeholder must promptly release to the Vendors any
                        part of the Retention Amount and interest accrued on
                        that amount, which the Purchaser is not entitled to
                        receive under this clause 6 and which is not required
                        for the purposes of clause 6.4.

Release to Purchaser - post Last Balance Date liabilities
                6.7     Internationally deleted.

                6.8     Intentionally deleted.

Release to the Purchaser - service commitment
                6.9     Subject to clauses 6.11 and 6.12, if Alfred Jacob Gans
                        does not continually serve as General Manager of the
                        Company in accordance with this agreement and any other
                        agreement between them for any full year during the two
                        years from the Completion Date (excluding any period of
                        service not rendered due to the unlawful termination of
                        Alfred Jacob Gans by the Company or the termination of
                        his employment by the company pursuant to clause 9-3 of
                        the agreement for service between the parties or death
                        or disability), then the Purchaser is entitled to
                        receive AUD$210,000.00 from the Retention Amount (or, if
                        the Retention Amount is less than that, then the balance
                        of the Retention Amount).
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                                                                              10
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Release to the Purchaser - Warranties
                6.10    Subject to clauses 6.11 and 6.12 but without limiting
                        clause 12.5, the Purchaser is entitled to receive from
                        the Retention Amount, compensation for any liability or
                        loss arising directly or indirectly from, and any costs,
                        charges and expenses incurred in connection with, any
                        material inaccuracy in or breach of any of the
                        Warranties.

Notice of Purchaser's claim
                6.11    The Stakeholder must not release any part of the
                        Retention Amount under clauses 6.9 or 6.10 unless:

                        (a)     the Vendors have been provided with written
                                notice of the Purchaser's claim to an
                                entitlement under those clauses (which notice
                                may be provided by the Purchaser or the
                                Stakeholder and must provide reasonable details
                                of the basis for the claim and the amount
                                claimed); and

                        (b)     a period of at least 28 days has elapsed since
                                that notice was given and the Vendors have not:

                                (i)     notified the Purchaser or the
                                        Stakeholder in writing that they dispute
                                        the entitlement or the amount claimed;
                                        or

                                (ii)    in the case of a claim under clause
                                        6.10, otherwise remedied (where
                                        possible) the inaccuracy or breach.

                6.12    The Purchaser is not entitled to any part of the
                        Retention Amount pursuant to clauses 6.9 or 6.10, unless
                        it has given, or caused to be given, to the Vendors
                        notice in accordance with clause 6.11(a) within 3 months
                        after it has become aware of all facts reasonably
                        necessary to enable it to form an opinion that it is
                        entitled to make a claim under the relevant clause.

                6.13    If the Vendors notify the Purchasers that they dispute
                        the Purchaser's entitlement to a payment, or the amount
                        of the payment claimed pursuant to clause 6.11 (b)(i),
                        the parties must negotiate in good faith to reach an
                        agreement in relation to the claim.

Dispute Resolution
                6.14    If the parties fail to reach agreement under clause 6.13
                        within 90 days after the notice was given by the
                        Purchaser to the Vendors, then the dispute may be
                        referred by any party for determination by an
                        independent person nominated by the President of the
                        Queensland Law Society in accordance with the procedures
                        specified in clauses 8.4. 8.5 an.. 8.7. Despite any such
                        referral, either party may at any time commence legal
                        proceedings in relation to the dispute.

Stakeholder may release Retention Amount
                6.15    The Stakeholder may release any part of the Retention
                        Amount in accordance with the terms of:

                        (a)     this Agreement:

                        (b)     any court order; or
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                                                                              11
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                        (c)     an independent determination made under clause
                                6.14, unless the Stakeholder is aware that legal
                                proceedings have been commenced by either party
                                in relation to the dispute.

Stakeholder's obligations

                6.16    The Stakeholder is under no obligation to investigate
                        the merits of any claim to an entitlement under this
                        clause 6 except, for the purposes of clause 6.9 and
                        6.10, the Stakeholder must sight a copy of the notice
                        provided by the Purchaser under clause 6.11(a). In the
                        absence of negligence or knowing breach of this clause
                        6, the Stakeholder is released by the parties from all
                        liability in relation to the release of the whole or any
                        part of the Retention Amount

                6.17    Despite anything else in this agreement

                        (a)     the Stakeholder

                                (i)     is not obliged to pay more to any party
                                        than remains in the Account at the time
                                        it is notified of a party's claim; and

                                (ii)    need not pay any party an amount which
                                        is the subject of a prior claim; and

                                (iii)   may prepare and lodge any taxation
                                        return necessary in respect of the
                                        Retention Amount and interest and to pay
                                        any tax assessed in relation to the
                                        interest (in respect of which the
                                        Vendors will be deemed to presently
                                        entitled); and

                        (b)     the Purchaser cannot be required to pay any
                                further amount to the Vendors to meet any
                                payment under this clause 6.

                6.18    In the absence of negligence or knowing default on the
                        part of the Stakeholder, the parties indemnify the
                        Stakeholder for any cost, expense, liability or loss
                        which it incurs as a consequence of being the
                        stakeholder under this agreement

Form of Payment
                6.19    Subject to clause 6.20, each cash payment referred to in
                        clause 6 must be made by bank cheque, trust account
                        cheque or by electronic transfer of clear funds into an
                        Australian bank account of the Vendor as nominated by
                        the Vendor to the Purchaser in writing.

                6.20    The payment under clause 6.1 must be made on the
                        Completion Date in by electronic transfer of clear funds
                        into all Australian bank of the Vendor as nominated by
                        the Vendor to the Purchaser in writing.

7       Conduct of business pending Completion
================================================================================
                7.1     Until Completion the Vendors must, unless the Purchaser
                        otherwise agrees, procure that the Company:
<PAGE>

                                                                              12
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                        (a)     carries on its business in a normal, proper and
                                efficient manner and regularly consults with the
                                Purchaser on the manner of conduct of its
                                business;

                        (b)     uses all reasonable endeavours to preserve the
                                goodwill of its business;

                        (c)     maintains its assets at normal levels; and

                        (d)     carries out repairs and maintenance to the Plant
                                and Equipment, the Leased Plant and Equipment
                                and the Business Premises in accordance with
                                good commercial practice and standards of
                                maintenance and as required under the Equipment
                                Leases and the Property Leases.

                7.2     Until Completion the Vendors must, unless the Purchaser
                        otherwise agrees, procure that the Company does not

                        (a)     increase, reduce or otherwise alter its share
                                capital or grant any options for the issue of
                                shares or other securities;

                        (b)     declare or pay a dividend;

                        (c)     make a distribution or revaluation of assets;

                        (d)     buy back its shares;

                        (e)     enter into any abnormal or unusual transaction
                                which relates to or adversely affects its
                                business;

                        (f)     enter into any contract involving total
                                expenditure in excess of $100,000;

                        (g)     purchase any asset for more than $100,000 or
                                total assets costing more than $200,000; or

                        (h)     allow the total amount owing to trade creditors
                                to exceed the monthly average for the previous 6
                                months.

8       Risk and insurance
================================================================================
Vendor to insure until Completion
                8.1     The Vendors must procure that the Company takes out and
                        maintains until Completion insurance of the company's
                        assets covering such risks and for such amounts as would
                        be maintained in accordance with prudent business
                        practice.

Damage to assets
                8.2     If any of the assets of the Company are damaged,
                        destroyed or otherwise affected before Completion to a
                        degree that materially and adversely affects the conduct
                        or profitability of the business of the Company, the
                        Purchaser may terminate this agreement by notice to the
                        Vendors.
<PAGE>

                                                                              13
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                8.3     If:

                        (a)     the Purchaser does not elect to terminate this
                                agreement under clause 8.2; and

                        (b)     the Company is not adequately insured under the
                                contracts of insurance referred to in clause
                                8.1,

                        then an appropriate adjustment will be made to the
                        Purchase Price as agreed between the Vendors and the
                        Purchaser.

                8.4     If the Vendors and the Purchaser are unable to agree on
                        the adjustment within 21 days of the Completion Date,
                        then either the Vendors or the Purchaser may refer the
                        disagreement to an independent valuer with the request
                        that the independent valuer make a decision in respect
                        of the disagreement as soon as practicable after
                        receiving the reference and any submissions from the
                        Vendors and the Purchaser. If the Vendors or Purchaser
                        cannot agree on the independent valuer within seven days
                        of one requesting appointment, then the independent
                        valuer is to be the person nominated by the President of
                        the Australian Institute of Chartered Accountants
                        (Queensland Branch) at the request of the Vendors or the
                        Purchaser.

                8.5     The independent valuer will be appointed as an expert
                        and not as an arbitrator. The procedures for
                        determination are to be decided by the independent
                        valuer in its absolute discretion.

                8.6     The decision of the independent valuer is to be
                        conclusive and binding on the parries in the absence of
                        manifest error.

                8.7     The Vendors (collectively) and the Purchaser agree to
                        each pay one half of the independent valuer's costs and
                        expenses in connection with the reference.

                8.8     If this agreement is terminated under clause 8.2 then
                        clause 4.3 applies with the necessary changes.

9       Access to Records
================================================================================
                9.1     The Vendors agree to ensure that the Purchaser and its
                        representatives are allowed full and free access to the
                        premises and Records of the Company at all reasonable
                        times before the Completion Date to enable the Purchaser
                        to become familiar with the affairs of the Company,
                        investigate the accuracy of the Warranties.

                9.2     The Vendors must also provide the information,
                        assistance and facilities that the Purchaser reasonably
                        requires for the purposes set out in clause 9.1.

                9.3     If for any reason the Purchaser does not proceed with
                        the purchase of the Shares it may not disclose or use
                        any information made available by the Vendors relating
                        to the business and affairs which is not in the public
                        domain or information already known to the Purchaser at
                        the time of the relevant disclosure.
<PAGE>

                                                                              14
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10      Superannuation
================================================================================
                10.1    In this clause 10 and Warranties 98 to 112 in Appendix A
                        the following words have these meanings:

                        Fund means the Sunsuper Fund (Trustee: Sunsuper).

                        Trust Deed means the trust deed that established the
                        Fund, as amended.

                10.2    Intentionally deleted.

                10.3    The Vendors agree to ensure that both before and after
                        the Completion Date the Purchaser and any actuary
                        appointed by it are provided with all records and
                        information which they may require (including detailed
                        information about each of the members and their
                        participation in the Fund), which is in the Vendor's
                        possession or control, in order to verify the
                        correctness of any calculations or values to be
                        ascertained for the purposes of this agreement
                        (including the Warranties), and to enable the Purchaser
                        to take over responsibility for and administer
                        superannuation arrangements for members. This obligation
                        extends to any records, information or systems which are
                        recorded, maintained or otherwise dependent on any
                        computerised or similar system or service.

11      Warranties, representations and indemnities
================================================================================
Warranties
                11.1    Each of the Vendors and the Covenantor represents and
                        warrants to the Purchaser that each of the statements
                        set out in the appendix to this agreement is accurate.
                        Each of the statements is to be treated as a separate
                        representation and warranty and the interpretation of
                        any statement made may not be restricted by reference to
                        or inference from any other statement.

                11.2    The Warranties are not extinguished or affected by any
                        investigation made by or on behalf of the Purchaser into
                        the affairs of the Company or by any other event or
                        matter unless:

                        (a)     the Purchaser has given a specific written
                                waiver or release;

                        (b)     the claim relates to a matter which is fairly
                                disclosed in a formal disclosure letter given by
                                or on behalf of the Vendors to the Purchaser
                                before the date of this agreement; or

                        (c)     the claim relates to a thing done or not done
                                after the date of this agreement at the request
                                or with the approval of the Purchaser.

Reliance
                11.3    Each of the Vendors and Covenantors acknowledges that it
                        has made and given the Warranties with the intention of
                        inducing the Purchaser to enter into this agreement and
                        that the Purchaser has entered into this agreement in
                        full reliance on the Warranties.
<PAGE>

                                                                              15
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Representations
                11.4    Each of the Vendors and Covenantor represents, warrants
                        and undertakes to the Purchaser that each of the
                        Warranties is true and correct on the date of this
                        agreement and will be at the Completion Date as if made
                        on and as at each of those dates.

Indemnity
                11.5    Each of the Vendors and Covenantor indemnifies the
                        Purchaser against all liability or loss arising directly
                        or indirectly from, and any costs, charges and expenses
                        incurred in connection with, any inaccuracy in or breach
                        of any of the Warranties.

                11.6    If a payment is made for a breach of any Warranty, the
                        payment is to be treated as an equal reduction in the
                        Purchase Price of each Share.

Right to terminate
                11.7    If any material breach or inaccuracy of any of the
                        Warranties becomes apparent to the Purchaser on or
                        before Completion the Purchaser may, by notice to the
                        Vendors, terminate this agreement without prejudice to
                        any other remedy available to it. If this agreement is
                        so terminated then clause 4.3 applies with the necessary
                        changes.

Winding up of Vendor
                11.8    Each of the Vendors and the Covenantor agrees to ensure
                        that for six years after Completion no Vendor is wound
                        up (whether or not voluntarily) without the prior
                        consent of the Purchaser. That consent may not be
                        unreasonably withheld if each of the shareholders of the
                        Vendor consent to covenants with the Purchaser before
                        the commencement of the winding up, in a form reasonably
                        required by the Purchaser, to discharge all outstanding
                        obligations of that Vendor under this agreement or,
                        where the Vendor is a trustee, each beneficiary to whom
                        a distribution is or is to be made on winding up
                        provides an indemnity to the Purchaser in respect of the
                        outstanding obligations of that Vendor under this
                        agreement in a form reasonably required by the
                        Purchaser.

Release of Covenantor
                11.9    Despite any other provision of this agreement, the
                        Covenantor will be released from its obligations and
                        liabilities under this agreement upon the death or
                        permanent mental incapacity of Alfred Jacob Gans. This
                        release does not affect or limit the Purchaser's rights
                        against:

                        (a)     the estate of Alfred Jacob Gans; or

                        (b)     any representative of Alfred Jacob Gans; or

                        (c)     any person as the recipient of a benefit under
                                the will of Alfred Jacob Gans.

12      Adjustment for Tax liability
================================================================================
                12.1    In this clause 12 the following words have these
                        meanings:

                        Authority means any governmental authority or
                        instrumentality responsible for Tax, wherever situated.
<PAGE>

                                                                              16
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                        Claim Amount means:

                        (a)     the amount the Company is required to pay in Tax
                                to an Authority as a result of a Tax Claim; or

                        (b)     the amount of any credit, rebate or refund of
                                Tax lost by the Company as a result of a Tax
                                Claim; or

                        (c)     the amount of Tax that would, if the Company had
                                taxable income in the year of income to which
                                the Tax Claim relates, be payable by that
                                company as a result of the loss of any relief
                                allowance, deduction or loss carried forward,
                                calculated at the rate of Tax applicable to
                                companies in the year in which the Tax Claim is
                                made.

                        Deferred Provision means the sum of the provision for
                        deferred Tax liability in the Last Accounts and any
                        future Tax benefit which has been offset in the
                        calculation of that provision.

                        Tax means taxes, levies, imposts, deductions, charges,
                        withholdings and duties (excluding stamp duties),
                        together with any related interest, penalties, fines and
                        other statutory charges whether accruing before or after
                        Completion (including any CGT or stamp duty payable on
                        the transfer of the Westlake Property).

                        Tax Claim means an assessment notice (including a notice
                        of adjustment of a loss claimed by a company in a manner
                        adversely affecting the company), demand or other
                        document issued or action taken by or on behalf of an
                        Authority, whether before or after the date of this
                        agreement, as a result of which the Company is liable to
                        make a payment for Tax or is deprived of any credit,
                        rebate, refund, relief, allowance, deduction, or loss
                        carried forward.

                        Tax Provision means, at any time, the sum of:

                        (a)     the provision for current Tax in the Last
                                Accounts;

                        (b)     the Deferred Provision; and

                        (c)     all amounts already paid or agreed to be paid by
                                the Vendors and Covenantor under this clause 12
                                at that time, less all Tax paid or payable in
                                respect of those payments.

                12.2    Each of the Vendors and Covenantor agree that if at any
                        time the Company receives or suffers a Tax Claim that
                        relates to an act or omission of, or occurrence
                        affecting, that company before the close of business on
                        the Completion Date, then the Vendors and Covenantor
                        (collectively) must pay to the Purchaser the amount by
                        which the sum of:

                        (a)     the Claim Amount for that Tax Claim; and

                        (b)     all other Claim Amounts for Tax Claims that
                                relate to an act or omission of, or occurrence
                                affecting the Company before the close of
                                business on the Completion Date, other than Tax
                                Claims referred to in clause 12.6.
<PAGE>

                                                                              17
--------------------------------------------------------------------------------
                                exceeds the Tax Provision.

                12.3    Each of the Vendors and Covenantor agrees that if at any
                        time it becomes apparent that the Deferred Provision is
                        understated, calculating the proper Deferred Provision:

                        (a)     in accordance with the requirements of the
                                Corporations Law and other applicable laws at
                                the time of preparation of the Last Accounts;

                        (b)     in accordance with the Accounting Standards at
                                the time of preparation of the Last Accounts;
                                and

                        (c)     on a consistent basis with the Last Accounts,

                        then the Vendors and Covenantor (collectively) must pay
                        to the Purchaser the amount of the understatement.

                        For the purpose of this clause an overstatement of the
                        future Tax benefit in the Last Accounts is taken to be
                        an understatement of the Deferred Provision.

                        For the purpose of this clause the Deferred Provision in
                        the Last Accounts, but not the proper Deferred
                        Provision, is to be reduced by the Claim Amount of a Tax
                        Claim which would, but for the inclusion of the Deferred
                        Provision in the Tax Provision, have resulted in a
                        payment under clause 12.2.

                12.4    Any payment under clause 12.2 or 12.3 is to be treated
                        as a pro rata reduction in the purchase price for each
                        Share.

                12.5    The obligations of the Vendors and Covenantor under
                        clauses 12.2 or 12.3 do not apply in respect of a Tax
                        Claim:

                        (a)     if the possibility of the Tax Claim for the
                                Claim Amount arising has been disclosed in
                                writing to the Purchaser before execution of
                                this agreement, in sufficient detail to enable
                                the Purchaser to calculate the Claim Amount of
                                the Tax Claim;

                        (b)     to the extent that the Tax Claim arises from the
                                failure by the Purchaser to supply to the
                                Vendors on a timely basis information which is
                                reasonably requested by the Vendors in relation
                                to a Tax Claim;

                        (c)     to the extent that the Tax Claim represents the
                                disallowance of any deduction for canned forward
                                losses, and the disallowance results from:

                                (i)     the Company not carrying on the same
                                        business after Completion as it carried
                                        on immediately before Completion: or

                                (ii)    the Company, after Completion, deriving
                                        income from a business of a kind that it
                                        did not carry on or from a transaction
                                        of a kind that it had not entered into
                                        in the course of its business operations
                                        before Completion;
<PAGE>

                                                                              18
--------------------------------------------------------------------------------
                        (d)     to the extent that the Tax Claim arises from the
                                failure by the Company after Completion, in a
                                timely manner, to:

                                (i)     lodge any return, notice, objection or
                                        other document in relation to the Tax
                                        Claim;

                                (ii)    claim all or any portion of any relief,
                                        allowance, deduction, credit, rebate or
                                        right to repayment;

                                (iii)   disclose or correctly describe in any
                                        return, notice, objection or other
                                        document relating to the Tax Claim any
                                        fact, matter or thing to the extent that
                                        it was or might reasonably be expected
                                        to have been within the knowledge of
                                        either the Purchaser or the company; or

                                (iv)    take any other action which the company
                                        is required to take under this clause or
                                        any laws relating to Tax.

                        (e)     to the extent that the Tax Claim relates to any
                                income, profit or gain earned, accrued or
                                received by reason of an act or omission of, or
                                occurrence affecting, the Company in the
                                ordinary course of its business and which for
                                Tax purposes is taken to be derived between the
                                Last Accounts Date and the date of Completion.

                12.6    Payments under clause 12.2 or 12.3 must be made to the
                        Purchaser as follows:

                        (a)     if the Company must make a payment of Tax in
                                respect of a Tax Claim to which clause 12.2
                                applies - seven days before the latest date on
                                which that payment may lawfully be made without
                                incurring any penalty or additional tax for late
                                payment;

                        (b)     if the Company is deprived of any credit,
                                rebate, refund, relief, allowance, deduction,
                                loss carried forward - seven days before the
                                latest date on which Tax becomes payable by the
                                company without incurring any penalty or
                                additional tax for late payment, being Tax which
                                would not have been payable were it not for the
                                Tax Claim; and

                        (c)     if an amount is payable under clause 12.3 -
                                seven days after the Purchaser advises the
                                Vendors of the understatement.

                12.7    The Vendors and Covenantor (collectively) must pay
                        interest to the Purchaser on any moneys due under this
                        clause 12 but unpaid, from the date payment is due until
                        paid in full, at a rate equal to 2 per cent. per annum
                        above the rate quoted for that daily balance by the
                        Commonwealth Bank of Australia on unsecured overdraft
                        accommodation in excess of $100,000.

                12.8    If for any reason an amount received by the Purchaser
                        under clause 12.2 or 12.3 is treated as assessable
                        income of the Purchaser under any law relating to Tax
                        the Vendors and Covenantor (collectively) agree to pay
                        to the Purchaser an increased amount so that, after
                        deducting from
<PAGE>

                                                                              19
--------------------------------------------------------------------------------
                        that amount all Tax paid or payable in respect of the
                        receipt, the balance remaining is equal to the amount
                        due under the relevant clause.

                12.9    If the Purchaser or the Company becomes aware of a Tax
                        Claim the Purchaser must give written notice of it to
                        the Vendors within a reasonable time of becoming so
                        aware.

                        The Purchaser must ensure the Vendors and their
                        professional advisers have reasonable access to the
                        personnel of the Purchaser and the Company and to any
                        relevant premises, assets and Records within the
                        custody, power, possession or control of those companies
                        to enable the Vendors and their professional advisers to
                        examine the Tax Claim and Records and to take copies or
                        photographs of them, at the expense of the Vendors,
                        provided the Vendors and their professional advisers
                        give to the Purchaser or the Company such undertakings
                        as to confidentiality as the Purchaser may reasonably
                        require.

                        The Purchaser must ensure that the Company takes any
                        proper and reasonable action that the Vendors
                        (collectively) request to avoid, resist, compromise or
                        defend a demand or notice issued by an Authority which
                        gives rise to the Tax Claim, provided the Vendors
                        indemnify the Purchaser and the Company to the
                        reasonable satisfaction of the Purchaser against any
                        liability or loss which may be suffered or costs,
                        damages or expenses which may be incurred as a result of
                        compliance with their request.

                        The Vendors may only request an action under this clause
                        12.9 if they provide the Purchaser with an opinion from
                        a partner specialising in Tax of a major law firm or
                        accounting firm in the city where the action is taken by
                        the Authority which gives rise to the Tax Claim that
                        there is a real prospect that the requested action will
                        result in the demand or notice issued by the Authority
                        being avoided, resisted, compromised or defended.

                        The action that the Vendors may request be taken by the
                        Purchaser or the Company in respect of a Tax Claim
                        includes the making of appeals and objections, provided
                        that all other avenues of review have been exhausted.

                        Any action required under this clause 12.9 must be taken
                        in a timely manner.

                12.10   If, following the making of a payment under clause 12.2
                        for a Tax Claim, all or part of the Claim Amount is
                        refunded either in cash or by credit to the Company
                        (including, but not limited to, any amount or credit
                        received following a successful objection or appeal),
                        the Purchaser must immediately pay to the Vendors the
                        lesser of the refund and the amount of the payment paid
                        under clause 12.2. Any payment under clause 12.10 is to
                        be treated as a pro rata increase in the purchase price
                        for each Share.

                12.11   If the Vendors and the Purchaser cannot agree on any
                        amount to be paid under this clause 12 within 21 days of
                        a dispute arising, then either the Vendors or the
                        Purchaser may refer the disagreement to an expert with
                        the request that the expert make a decision on the
                        disagreement as soon
<PAGE>

                                                                              20

                        as practicable after receiving any submissions from the
                        Vendors and the Purchaser. The expert is to be a person
                        with over ten years experience in Tax agreed by the
                        Vendors and the Purchaser, or if they do not agree on
                        the person to be appointed within seven days of one
                        party requesting appointment, a person with the same
                        expertise appointed by the President of the Australian
                        Institute of Chartered Accountants at the request of
                        either the Vendors or the Purchaser. The decision of the
                        expert is to be conclusive and binding on the parties in
                        the absence of manifest error. The Vendors and the
                        Purchaser agree to each pay one half of the expert's
                        costs and expenses in connection with the reference. The
                        expert is appointed as an expert and not as an
                        arbitrator. The procedures for determination are to be
                        decided by the expert in its absolute discretion.

                12.12   The operation of this clause 12 is subject to clause
                        5.5, except in relation to the Westlake Property.

13      Default by Vendors
================================================================================
                        If the Vendors or any of them do not Complete, other
                        than as a result of default by the Purchaser, the
                        Purchaser may give the Vendors notice requiring them to
                        Complete within 7 days of receipt of the notice. If the
                        Vendors do not Complete within that period, the
                        Purchaser may elect to proceed for specific performance
                        or terminate this agreement. In either case the
                        Purchaser may seek damages for the default If this
                        agreement is so terminated then clause 4.3 will apply
                        with the necessary changes. This termination does not
                        affect any other rights the Purchaser has against the
                        Vendors at law or in equity.

14      Restraint
================================================================================
                14.1    Each of the Vendors and the Covenantor undertakes to the
                        Purchaser that after the Completion Date, it will not:

                        (a)     be concerned or interested in any other business
                                or undertaking of a similar nature to that
                                carried out by the Company (including as a
                                consultant); or

                        (b)     be a director or shareholder of any corporation
                                or organisation which is competitive with the
                                Company; or

                        (c)     acquire more than 2% in any publicly listed
                                company which [ILLEGIBLE] on a business which is
                                the same or of a similar nature to the Company's
                                business.

                14.2    Each of the Vendors and the Covenantor must not accept
                        any payment or other benefit as an inducement or reward
                        for any act or forbearance or in connection with the
                        business of the Company after the Completion Date.

                14.3    Nothing in clause 14.1 will prevent each of the Vendors
                        and the Covenantor from holding or being otherwise
                        interested in any shares or other securities (directly
                        or through nominees) in companies where those securities
                        are, for the time being, quoted on any recognised stock
                        exchange whether in Australia or overseas.
<PAGE>

                                                                              21
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                14.4    Each of the Vendors and the Covenantor undertakes to the
                        Company that it will not:

                        (a)     for the period specified in clause 14.4(a)(ii)
                                and in the area specified in clause
                                14.4(a)(iii), either directly or indirectly in
                                any capacity (including as principal, agent,
                                partner, employee, shareholder, unitholder,
                                director, trustee, beneficiary, manager,
                                consultant, adviser or financier) engage or be
                                involved in:

                                (i)     (A) the business of being a serials
                                        subscription agents to libraries,
                                        government departments, businesses and
                                        other readers of journals, magazines and
                                        newspapers from Australia and overseas;
                                        and/or

                                        (B) any business or activity which is
                                        the same as or substantially similar to
                                        the Company's business or any material
                                        part of it;

                                (ii)    (A) for a period of 4 years from the
                                        Completion Date;

                                        (B) for a period of 3 years from the
                                        Completion Date;

                                        (C) for a period of 2 years from the
                                        Completion Date;

                                        (D) for a period of 1 year from the
                                        Completion Date;

                                        (E) for a period of 6 months from the
                                        Completion Date;

                                (iii)   (A) in the whole of world;

                                        (B) in any country in which the
                                        Purchaser carries on business;

                                        (C) in Australia and New Zealand;

                                        (D) in Australia;

                                        (E) in Queensland.

                        (b)     for a period of 4 years from the Completion
                                Date, entice away or endeavour to entice away
                                from the Company's business, any employees of
                                the Company or any director, agent,
                                representative, associate or advisor of or to
                                the Company in connection with the Company's
                                business; or

                        (c)     for a period of 4 years from the Completion
                                Date, solicit the custom or business of anyone
                                who was a customer of the Company at any time
                                during the 2 years prior to the Completion Date.
<PAGE>

                                                                              22
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                14.5    Each of the Vendors and the Covenantor undertakes to the
                        Company that it will not, at any time after Completion,
                        either directly or indirectly in any capacity (including
                        as principal, agent, partner, shareholder, unitholder,
                        trustee, beneficiary, manager, consultant, advisor or
                        financier):

                        (a)     use or disclose any confidential information
                                pertaining to the Company to anyone other than
                                the Company and the Purchaser, except as
                                required by law; or

                        (b)     use a logo, symbol, trade mark or business name
                                substantially identical or deceptively similar
                                to those of the Company.

                14.6    Clause 14.4(a) has effect as if it were the number of
                        separate clauses which results from combining the
                        commencement of clause 14.4(a) with each paragraph of
                        clause 14.4(a)(i) and combining each such combination
                        with each paragraph of clause 14.4(a)(ii) and combining
                        each such combination with each paragraph of clause
                        14.4(a)(iii), each such resulting clause being severable
                        from each other resulting clause, and if any of those
                        separate resulting clauses is invalid or unenforceable
                        for any reason, that invalidity or unenforceability does
                        not prejudice or in any way affect the validity or
                        enforceability of any other resulting clause. If the
                        combination of clauses, when taken together, is judged
                        to go beyond what is reasonable in the circumstances and
                        necessary to protect the goodwill of the Company, but
                        would be judged reasonable and necessary if part were
                        deleted, then the clauses are to be construed as if that
                        part were deleted.

                14.7    Each of the Vendors, the Covenantor and the Purchaser
                        agree that, in the circumstances (including the
                        acquisition of certain the shares in the Company by the
                        Purchaser), the prohibitions and restrictions in this
                        clause 14 are reasonable and necessary to protect the
                        goodwill of the Business.

                14.8    This clause 14 does not limit or affect any other
                        agreement between the Vendors (or any of them) and the
                        Purchaser (including the Executive Service Agreement
                        with Alfred Jacob Gans dated on or about the date of
                        this agreement).

15      New Lease
================================================================================
Agreement to lease
                15.1    The Vendor agrees to:

                        (a)     a surrender of the Level 2 Lease; and

                        (b)     grant the New Lease to the Company.

                        from the Completion Date.

Initial rent
                15.2    If the rent for the first year of the initial term of
                        the New Lease has not been agreed by Completion, the
                        rent is to be:

                        (a)     the amount agreed by the parties; or
<PAGE>

                                                                              23
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                        (b)     if the parties have not reached agreement within
                                one month after the Completion Date, then the
                                amount determined in accordance with the
                                procedure for market review specified in
                                Schedule 2 (parts D to G) of the New Lease,
                                reduced by 10%.

                15.3    Until determination of the rent under clause 15.2, the
                        Purchaser must pay rent under the New Lease at the rate
                        of $185.00 per square metre per annum and the parties
                        must make any adjustment required so that the rent paid
                        by the Purchaser is equal to the rent payable in
                        accordance with clause 15.2. That adjustment is to be
                        made with the next rent payment by the Purchaser (in
                        which case, the Purchaser may offset any amount due to
                        it under this clause against the rent payable under the
                        New Lease).

16      Costs and stamp duty
================================================================================
                16.1    The Vendors and the Purchaser agree to bear their own
                        legal and other costs and expenses in connection with,
                        the preparation, execution and completion of this
                        agreement and of other related documentation, except for
                        stamp duty.

                16.2    The Purchaser agrees to bear all stamp duty payable or
                        assessed in connection with this agreement and the
                        transfer of the Shares to the Purchaser.

17      Power of attorney
================================================================================
                17.1    Each Vendor appoints the Purchaser to be its attorney to
                        exercise the powers set out in this clause 17 from the
                        Completion Date until the Shares are registered in the
                        name of the Purchaser.

                17.2    The Purchaser may do in the name of each Vendor and on
                        its behalf everything necessary or expedient, in the
                        Purchaser's sole discretion, to:

                        (a)     transfer the Shares;

                        (b)     exercise any rights, including rights to appoint
                                a proxy or representative and voting rights,
                                attaching to the Shares;

                        (c)     receive any dividend or other entitlement paid
                                or credited to the Vendors in respect of the
                                Shares; and

                        (d)     do any other act or thing in respect of the
                                Shares or the Company.

                17.3    Each Vendor declares that all acts and things done by
                        the Purchaser in exercising powers under this power of
                        attorney will be as good and valid as if they had been
                        done by the Vendor and agrees to ratify and confirm
                        whatever the Purchaser does in exercising powers under
                        this power of attorney.

                17.4    Each Vendor declares that this power of attorney of the
                        Purchaser is given for valuable consideration and is
                        irrevocable from the date of this
<PAGE>

                                                                              24
--------------------------------------------------------------------------------
                        power of attorney until the Shares are registered in the
                        name of the Purchaser.

                17.5    The Purchaser is expressly authorised to do any act as a
                        result of which a benefit is conferred on it.

18      Notices
================================================================================
                18.1    A notice, approval, consent or other communication in
                        connection with this agreement:

                        (a)     must be in writing;

                        (b)     must be marked for the attention of the company
                                secretary or, in the case of individuals, that
                                individual; and

                        (c)     must be left at the address of the addressee, or
                                sent by prepaid ordinary post (airmail if posted
                                to or from a place outside Australia) to the
                                address of the addressee or sent by facsimile to
                                the facsimile number of the addressee which is
                                specified in this clause or if the addressee
                                notifies another address or facsimile number
                                then to that address or facsimile number.

                                The address, and facsimile number of each party
                                is:

                                Vendors
                                Address:      3 Mozart Place, Mt Ommaney, Qld
                                Facsimile:    N/A

                                Purchaser
                                Address:      725 Concord Avenue, Cambridge,
                                              Massachusetts, USA
                                Facsimile:    617 497 6825

                                Covenantor
                                Address:      3 Mozart Place, Mt Ommaney, Qld
                                Facsimile:    N/A

                18.2    A notice, approval, consent or other communication takes
                        effect from the time it is received unless a later time
                        is specified in it.

                18.3    A letter or facsimile is taken to be received:

                        (a)     in the case of a posted letter, on the third
                                (seventh, if posted to or from a place outside
                                Australia) day after posting; and

                        (b)     in the case of facsimile, on production of a
                                transmission report by the machine from which
                                the facsimile was sent which indicates that the
                                facsimile was sent in its entirety to the
                                facsimile number of the recipient.
<PAGE>

                                                                              25
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19      Assignment
================================================================================
                19.1    Subject to clause 19.2, a party may not assign its
                        rights under this agreement without the consent of the
                        other party.

                19.2    The Purchaser has the right to mortgage or charge its
                        interest under this agreement without the consent of the
                        other party.

20      Miscellaneous
================================================================================
Exercise of rights
                20.1    A party may exercise a right, power or remedy at its
                        discretion, and separately or concurrently with another
                        right, power or remedy. A single or partial exercise of
                        a right, power or remedy by a party does not prevent a
                        further exercise of that or of any other right, power or
                        remedy. Failure by a party to exercise or delay in
                        exercising a right, power or remedy does not prevent its
                        exercise.

Waiver and variation
                20.2    A provision of or a right created under this agreement
                        may not be:

                        (a)     waived except in writing signed by the party
                                granting the waiver; or

                        (b)     varied except in writing signed by the parties.

Approvals and consent
                20.3    A party may give conditionally or unconditionally or
                        withhold its approval or consent in its absolute
                        discretion unless this agreement expressly provides
                        otherwise.

Remedies cumulative
                20.4    The rights, powers and remedies provided in this
                        agreement are cumulative with and not exclusive of the
                        rights, powers or remedies provided by law independently
                        of this agreement.

No merger
                20.5    The Warranties in this agreement do not merge on
                        Completion.

Survival of indemnities
                20.6    Each indemnity in this agreement is a continuing
                        obligation, separate and independent from the other
                        obligations of the parties and survives termination of
                        this agreement.

Enforcement of indemnities
                20.7    It is not necessary for a party to incur expense or make
                        payment before enforcing a right of indemnity conferred
                        by this agreement.

Further assurances
                20.8    Each party agrees, at its own expense, on the request of
                        any other party, to do everything reasonably necessary
                        to give effect to this agreement and the transactions
                        contemplated by it (including the execution of
                        documents) and to use all reasonable endeavours to cause
                        relevant third parties to do likewise.
<PAGE>

                                                                              26
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Publicity
                20.9    A party may not make press or other announcements or
                        releases relating to this agreement and the transactions
                        the subject of this agreement without the approval of
                        the other parties to the form and manner of the
                        announcement or release unless that announcement or
                        release is required to be made by law or by a stock
                        exchange.

Time of the essence
                20.10   Time is of the essence of this agreement in respect of
                        any date or period determined under this agreement.

Entire agreement
                20.11   This agreement constitutes the entire agreement of the
                        parties about its subject matter and any previous
                        agreements, understandings and negotiations on that
                        subject matter cease to have any effect.

Execution by facsimile
                20.12   The Vendors acknowledge that the Purchaser may make or
                        accept this offer by facsimile transmission.

21      Governing law, jurisdiction and service of process
================================================================================
        21.1    This agreement and the transactions contemplated by this
                agreement are governed by the law in force in Queensland.

        21.2    Each party irrevocably and unconditionally submits to the
                exclusive jurisdiction of the courts of Queensland and courts of
                appeal from them for determining any dispute concerning this
                agreement or the transactions contemplated by this agreement.
                Each party waives any right it has to object to an action being
                brought in those courts, to claim that the action has been
                brought in an inconvenient forum, or to claim that those courts
                do not have jurisdiction.

        21.3    Without preventing any other mode of service, any document in an
                action (including, but not limited to, any writ of summons or
                other originating process or any third or other party notice)
                may be served on any party by being delivered to or left for
                that party at its address for service of notices under clause
                18.

22      Redundancy payments for employees
================================================================================
                The Purchaser agrees that it will cause the Company as a minimum
                entitlement to pay to each employee of the Company at the
                completion or termination of their employment (otherwise than
                for death or misconduct), in addition to their lawful
                entitlements to accrued recreation leave, sick leave, and long
                service leave, severance pay of an amount equal to the greater
                of:

                (a)     one week's salary for each complete year of service with
                        the Company; and

                (b)     the amount of severance pay and pay in lieu of notice to
                        which they would be entitled under the Industrial
                        Relations Act 1999
<PAGE>

                                                                              27
--------------------------------------------------------------------------------
                        (Qld) and the Termination Change and Redundancy Policy
                        (1987) 30 QGIG 1119.

EXECUTED as an agreement
<PAGE>

                                                                              28
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Appendix                Warranties and Representations
================================================================================

Vendors' qualifications
================================================================================
                1       The Vendors are the registered holders and beneficial
                        owners of the Shares as set out in Schedule 1.

                2       There are no mortgages, charges, pledges, liens,
                        encumbrances or other security interests over or
                        affecting the Shares.

                3       Each of the Vendors has the power to enter into and
                        perform this agreement and has obtained all necessary
                        consents to enable it to do so.

                4       The entry into and performance of this agreement by the
                        Vendors does not constitute a breach of any obligation
                        (including any statutory, contractual or fiduciary
                        obligation), or default under any agreement or
                        undertaking, by which any of the Vendors is bound.

                5       No meeting has been convened or resolution proposed, or
                        petition presented, and no order has been made, for the
                        winding-up of any corporate Vendor. No petition has been
                        presented and no order has been made for the bankruptcy
                        of any personal Vendor. No voluntary arrangement has
                        been proposed or reached with any creditors of any
                        Vendor. Each Vendor is able to pay its debts as and when
                        they fall due.

The Company
================================================================================
                6       The Company:

                        (a)     is accurately described in Recitals A and B;

                        (b)     has full corporate power to own its properties,
                                assets and business and to carry on its business
                                as now conducted; and

                        (c)     has done everything necessary to do business
                                lawfully in all jurisdictions in which its
                                business is carried on.

                7       No meeting has been convened or resolution proposed, or
                        petition presented, and no order has been made, for the
                        winding-up of the Company. No distress, execution or
                        other similar order or process has been levied on any of
                        the property or assets of the Company. No voluntary
                        arrangement has been proposed or reached with any
                        creditors of the Company. No receiver, receiver and
                        manager, provisional liquidator, liquidator or other
                        officer of the court has been appointed in relation to
                        the Company. The Company is able to pay its debts as and
                        when they fall due.

                7A      There is no person holding the office of Permanent
                        Managing Director.

The Shares
================================================================================
                8       The Shares comprise the whole of the issued ordinary
                        share capital of the Company, and are fully paid.
<PAGE>

                                                                              29
--------------------------------------------------------------------------------
                9       There are no commitments in place under which the
                        Company is obliged at any time to issue any shares or
                        other securities of the company.

                10      There is no restriction on the sale or transfer of the
                        Shares to the Purchaser except for the consent of the
                        directors of the Company to the registration of the
                        transfers of the Shares.

Financial statements
================================================================================
                11      The forecasts and projections relating to the Company
                        given to the Purchaser or its professional advisers by
                        or on behalf of any Vendor (excluding those prepared by
                        Alf Gans and included with the Last Accounts) have been
                        prepared with all due care and prudence and on a
                        reasonable basis. There are no facts or circumstances
                        known to any Vendor or Covenantor or their professional
                        advisers, or which ought to be known to any of them on
                        reasonable enquiry, which would lead a prudent business
                        manager to make any material revision of those forecasts
                        or projections.

                12      The Last Accounts disclose a true and fair view of the
                        state of the affairs, financial position and assets and
                        liabilities of the Company as at the Last Balance Date,
                        and the income, expenses and results of operations of
                        the Company for the financial period ending on that
                        date.

                13      The Last Accounts were prepared:

                        (a)     in accordance with the requirements of the
                                applicable Companies Code or Corporations Law
                                and any other applicable laws;

                        (b)     in accordance with the Accounting Standards;

                        (c)     in the manner described in the notes to them;

                        (d)     on a consistent basis with the accounts for the
                                prior financial year;

                        (e)     without revaluing upwards any assets during the
                                period which is the subject of the Last
                                Accounts; and

                        (f)     recording each asset at its reasonably estimated
                                current market value.

                14      The Company is not directly or indirectly obliged in any
                        way to guarantee, assume or provide funds to satisfy any
                        obligation of any person.

                15      No letter of comfort has been given by the Company.

Business
================================================================================
                16      The Company is the legal and beneficial owner of all its
                        property and assets. There are no mortgages, pledges,
                        liens, encumbrances, charges
<PAGE>

                                                                              30
--------------------------------------------------------------------------------
                        or other security interests over or affecting any
                        property or assets except as set out in Schedule 2.

                17      The Company holds all statutory licences, consents and
                        authorisations necessary for the carrying on of its
                        business and the use of the Business Premises. So far as
                        the Company and each of the Vendors and Covenantor are
                        aware, there is no fact or matter that might prejudice
                        the continuance or renewal of those licences, consents
                        or authorisations.

                18      The business of the Company is conducted in accordance
                        with all applicable laws, does not contravene any laws
                        and no allegation of any contravention of any applicable
                        laws is known to the Company or any of the Vendors or
                        Covenantor.

                19      The assets of the Company are sufficient to enable the
                        effective conduct of the business of the Company after
                        Completion as it is carried on at the date of this
                        agreement, and has been carried on since the Last
                        Balance Date.

                20      There has not been any breach of or default by the
                        Company of any term or provision of:

                        (a)     its memorandum and articles of association;

                        (b)     any instrument to which it is a party or by
                                which it is bound; or

                        (c)     any judgment, order or injunction of any court,
                                commission, board or other administrative or
                                governmental authority,

                        and there has not occurred any event which, with the
                        passage of time or giving of notice, would constitute a
                        breach or default of that kind.

                21      The transfer of the Shares in accordance with this
                        agreement does not and will not constitute a breach of
                        any obligation (including any statutory, contractual or
                        fiduciary obligation) or default under any agreement or
                        undertaking by which the Company is bound.

                22      As far as the Company and each of the Vendors and
                        Covenantor are aware, there is no existing customer or
                        supplier of the Company who will or is likely to:

                        (a)     cease trading with the Company; or

                        (b)     materially reduce its trading with the Company,

                        as a result of the acquisition of the Shares by the
                        Purchaser.

                23      No person has given or entered into any guarantee,
                        indemnity or letter of comfort in respect of the
                        Company.

                24      There are no powers of attorney given by the Company in
                        force except the power of attorney in clause 17.

                25      The names and locations of all banks in which the
                        Company has an account and the names of all persons
                        authorised to sign on the accounts are listed in
                        Schedule 3.
<PAGE>

                                                                              31
--------------------------------------------------------------------------------
                26      Except as disclosed in Schedule 4 no Vendor or relative
                        of a Vendor or body corporate associated (as that term
                        is defined in the Corporations Law) with a Vendor is a
                        party to any contract or arrangement with the Company.

                27      At no time during the last three years has the Company
                        had a direct or indirect interest in any contract or
                        arrangement containing terms which were not of an
                        entirely arm's length nature, nor have the profits or
                        financial position of the Company during that period
                        been effected by any contract or arrangement with terms
                        of that nature.

                28      The Company:

                        (a)     does not hold any shares in the capital of any
                                company;

                        (b)     is not a member of any partnership or other
                                unincorporated association;

                        (c)     is not a trustee of any trust estate or fund;
                                and

                        (d)     does not have a permanent establishment (as that
                                expression is defined in any relevant double
                                taxation agreement) outside Australia.

Business Premises
================================================================================
                29      The Business Premises are the only places of business of
                        the Company and are the only business premises owned,
                        leased or occupied by the Company.

                30      The Company has exclusive occupation of the Business
                        Premises free from all encumbrances or third party
                        rights.

                31      The Company has properly performed and observed all
                        material covenants affecting the Business Premises.

                32      There are no restrictions, stipulations or outgoings
                        affecting the Business Premises which are of an onerous
                        or unusual nature or conflict with the present use. The
                        use of the Business Premises by the Company does not
                        constitute a breach of the Property Lease, the Business
                        Premises Lease or any applicable law.

                33      The Property Lease is the only lease of real property to
                        the Company. The Company has made all payments required
                        by and has otherwise complied with the terms of the
                        Property Lease.

                34      No development, alterations or works have been carried
                        out in relation to the Business Premises which would
                        require any permission or consent under any statute or
                        regulation which has not been obtained and all
                        conditions attaching to any such permission or consent
                        have been fully complied with.

                35      As far as the Company and each of the Vendors and
                        Covenantor are aware, there are no proposals by any
                        competent authority or other person which would
                        adversely affect the Business Premises.
<PAGE>

                                                                              32
--------------------------------------------------------------------------------
                36      Each of the buildings and other erections on the
                        Business Premises:

                        (a)     is in such condition and repair as to be
                                substantially fit for the purpose for which it
                                is presently used; and

                        (b)     is approved and otherwise complies with
                                applicable laws and industrial health and safety
                                regulations.

                37      The connections to power and waste disposal services
                        existing in the buildings and other erections on the
                        Business Premises are approved and otherwise comply with
                        applicable laws. None of the Company or any of the
                        Vendors or Covenantor are aware of any imminent or
                        likely interruption of those services.

                38      There are no current disputes relating to the Business
                        Premises or its use.

Plant and Equipment
================================================================================
                39      Schedule 7 is a complete list of all items of Plant and
                        Equipment owned by the Company with a written down value
                        in excess of [ ] as at the List Balance Date. Schedule 9
                        accurately describes all of the Equipment Leases.

                40      The rate of depreciation applied in the Last Accounts
                        for each item of Plant and Equipment has been applied
                        over previous accounting periods of the company and is
                        adequate to write down its value to nil realisable value
                        it the end of its useful working life.

                41      Each item of Plant and Equipment and Leased Plant and
                        Equipment:

                        (a)     is in good repair taking into account normal
                                wear and tear;

                        (b)     is in satisfactory working condition and capable
                                of doing the work for which it is designed, and

                        (c)     has been maintained in a manner that does not
                                prejudice any rights under any maintenance
                                contract in connection with any of that plant
                                and equipment.

                42      There is no claim outstanding against any supplier of
                        the Plant and Equipment or Leased Plant and Equipment or
                        of maintenance services format plant and equipment in
                        connection with any defect in that plant and equipment.

                43      Each item of Plant and Equipment and Leased Plant and
                        Equipment is in the physical possession of the Company.

                44      Each item of Plant and Equipment and Leased Plant and
                        Equipment is erected or positioned in accordance with
                        all applicable laws and is operated by the Company
                        without contravening any laws or industrial health and
                        safety regulations.

                45      The Company has made all payments required by and has
                        otherwise complied with the terms of each of the
                        Equipment Leases.
<PAGE>

                                                                              33
--------------------------------------------------------------------------------
Inventory
================================================================================
                        Warranties 46 to 51 have been intentionally deleted.

Intellectual Property Rights
================================================================================
                52      Schedule 9 is a complete and accurate list of:

                        (a)     all registered and unregistered business names
                                and trade marks;

                        (b)     all registered patents and designs; and

                        (c)     all applications for registration of patents and
                                designs,

                        owned or used at any time by the Company in connection
                        with its business and contains full details of the
                        Intellectual Property Licences.

                53      The Company owns all right, title and interest
                        throughout the world in and to the Intellectual Property
                        Rights. The Company has not licensed any of the
                        Intellectual Property Rights and has not assigned or in
                        any way disposed of any right, title or interest in the
                        Intellectual Property Rights.

                54      The Company has not disclosed any of the Confidential
                        Information except properly in the ordinary course of
                        its business and on a confidential basis.

                55      The Intellectual Property Rights are valid and
                        enforceable throughout the world. The Company has taken
                        all necessary steps to obtain and maintain appropriate
                        registrations for the Intellectual Property Rights and
                        to protect and defend the Intellectual Property Rights.

                56      Neither the carrying on of its business by the Company
                        nor the use of the Intellectual Property Rights:

                        (a)     infringes, or is alleged to infringe, the
                                intellectual property rights (including business
                                names, trade marks, patents, designs, copyright
                                and rights to confidential information) of any
                                third party; or

                        (b)     is, or is alleged to be, in breach of any
                                obligation of confidence owed to any third
                                party.

                57      As far as the Company and each of the Vendors and
                        Covenantor are aware, there has not been:

                        (a)     any infringement of any of the Intellectual
                                Property Rights;

                        (b)     any misuse or unauthorised disclosure of the
                                Confidential Information; or

                        (c)     any other act which may affect the validity or
                                enforceability of the Intellectual Property
                                Rights.
<PAGE>

                                                                              34
--------------------------------------------------------------------------------
                58      None of the Company or any of the Vendors or Covenantor
                        are aware of any use by any other person of any of the
                        business names or the trade marks owned or used by the
                        Company.

                59      Each of the Intellectual Property Licences is valid,
                        binding and enforceable against the parties to it. The
                        Company has complied at all times with the terms of the
                        Intellectual Property Licences and no licensor has any
                        right to terminate an Intellectual Property Licence.

Contracts
================================================================================
                59      Full details of all material contracts entered into by
                        the Company have been fully disclosed to the Purchaser
                        in writing. Schedule 10 is a complete list of all
                        banking facilities available to the Company.

                60      The Company has complied at all times with its
                        obligations under all material contracts entered into by
                        it.

                61      Each of the contracts entered into by the Company is
                        valid, binding and enforceable against the parties to it
                        and there is no party in breach of, or in default under,
                        any such contract.

                62      None of the contracts entered into by the Company
                        contain any onerous, unusual or other provision material
                        for disclosure to a prudent intending purchaser of the
                        Shares.

                63      None of the contracts entered into by the Company is
                        known to the Company or any of the Vendors or Covenantor
                        to be likely to result in a loss for that company.

                64      The Company has not made any offers, tenders or
                        quotations which are still outstanding and capable of
                        giving rise to a contract by the unilateral act of a
                        third party, other than in the ordinary course of
                        business and on customary terms.

                65      All debts of the Company will be good and collectable in
                        the ordinary course of business and in any event not
                        later than three months after the Completion Date.

                66      The total amount borrowed by the Company from its
                        bankers does not exceed its overdraft accommodation and
                        the total amount borrowed or raised by the Company from
                        any source does not exceed any limitation in its
                        articles of association or in any deed or agreement
                        executed by it.

Insurance
================================================================================
                67      Schedule 11 comprises a complete list of all contracts
                        of insurance and indemnity in force in respect of the
                        business and the property and assets.

                68      Each of the contracts of insurance is in force and there
                        is no fact or circumstance known to the Company or any
                        of the Vendors or Covenantor which would lead to any of
                        them being prejudiced. None of the contracts of
                        insurance will be terminated or cease to have effect as
                        a consequence of the change in ownership of the Shares.
<PAGE>

                                                                              35
--------------------------------------------------------------------------------
                69      All of the property and assets of the Company of an
                        insurable nature are insured in amounts representing
                        their full replacement or reinstatement value against
                        fire and other risks normally insured against. All
                        risks, whether in relation to damage to property,
                        personal injury, product liability or otherwise are
                        adequately insured for such amounts as would be
                        maintained in accordance with prudent business practice.

Taxation
================================================================================
                70      All tax and duty returns required by law (including, but
                        not limited to, all laws imposing or relating to income
                        tax, fringe benefits tax, sales tax, payroll tax, group
                        tax, land tax, water and municipal rates and stamp and
                        customs duty) to be lodged or filed by the Company have
                        been lodged or filed.

                71      No tax or duty return referred to in warranty 69
                        contains a statement that is false or misleading in any
                        material particular or omits to refer to any matter
                        which is required to be included or without which the
                        statement is false or misleading.

                72      All records relating to tax or duty returns referred to
                        in warranty 69 or to the preparation of those returns
                        required by law to be maintained by the Company have
                        been duly maintained.

                73      All taxes, levies, assessments, contributions, fees,
                        rates, duties, and other governmental or municipal
                        charges or impositions (other than those which may be
                        still paid without penalty or interest) for which the
                        Company is liable, including any penalty or interest,
                        have been paid.

                74      There is no current dispute between the Company and the
                        Commissioner of Taxation of the Commonwealth of
                        Australia or any other federal, state or municipal body
                        or authority responsible for the collection of tax or
                        duty.

                75      All amounts of income tax required by law to be deducted
                        by the Company from the salary or wages of employees
                        have been duly deducted and, where appropriate, duly
                        paid.

                76      No dividend has been paid by the Company:

                        (a)     in respect of which the required franking amount
                                (as provided for in section 160AQE of the Income
                                Tax Assessment Act ("Tax Act") has exceeded the
                                franked amount (as defined in section 160APA of
                                the Tax Act) of the dividend; or

                        (b)     which has been franked in excess of the required
                                franking amount,

                        which would result in that company being liable to pay
                        franking deficit tax under section 160AQJ of the Tax Act
                        or additional tax under section 160ARX of the Tax Act.

                77      The Company will have sufficient profits available for
                        distribution to members to permit payment of the
                        dividend referred to in clause 7.3. Payment of that
                        dividend in accordance with that clause will not result
                        in
<PAGE>

                                                                              36
--------------------------------------------------------------------------------
                        the Company becoming liable to pay franking deficit tax
                        under section 160AQJ of the Tax Act or additional tax
                        under section 160ARX of the Tax Act.

                78      All documents entered into by the Company have been duly
                        stamped.

                79      All stamp duty payable on any transfer of the Shares
                        before the Completion Date has been duly paid.

Records
================================================================================
                80      The Records:

                        (a)     are complete, true and accurate in all material
                                respects;

                        (b)     give a true and fair view of the trading
                                transactions, financial and contractual position
                                of the Company and of its assets and
                                liabilities;

                        (c)     as far as is relevant, have been prepared in
                                accordance with the applicable Companies Code or
                                Corporations Law and the Accounting Standards;
                                and

                        (d)     are in the possession of the Company in their
                                original form.

                81      The Company has filed all annual returns and other forms
                        as and where required to be filed or registered under
                        the Companies Code or Corporations Law (as applicable)
                        and the Company is not liable to be struck off the
                        register of companies.

Litigation
================================================================================
                82      The Company is not involved in any litigation or
                        arbitration proceedings and there are no facts likely to
                        give rise to any such proceedings.

                83      No claim has been made against the Company in connection
                        with any defective product or services supplied by it in
                        the course of carrying on its business and the Company
                        has maintained adequate insurance for at least the last
                        6 years against any such claim. The Company has not
                        breached the provisions of the Trade Practices Act or
                        any equivalent state or territory enactments or the
                        requirements of consumer product safety standard or
                        consumer product information standard prescribed by law.

                84      None of the operations of the Company are subject to any
                        unsatisfied judgment or any order, award or decision
                        handed down in any litigation or arbitration
                        proceedings.

Environment
================================================================================
                85      There is no Contaminant present in, on, under or above
                        the Business Premises and there is nothing which may
                        become or give rise to such a Contaminant in the future.
<PAGE>

                                                                              37
--------------------------------------------------------------------------------
                86      The Business Premises are safe and without risk to
                        health of persons.

                87      The Company in the conduct of its business or the
                        occupation and use of the Business Premises, has not
                        harmed the Environment in a manner not permitted by any
                        Environmental Law.

                88      All authorisations and approvals required under any
                        Environmental Law relating to the business of the
                        Company are in full force and effect and will not be
                        terminated or cease to have effect as a consequence of
                        the change in ownership of the Shares.

                89      No authorisations or approvals under any Environmental
                        Law relating to the business of the Company are subject
                        to a right of appeal by any person.

                90      The Company has at all times complied with all the terms
                        of any authorisations and approvals under any
                        Environmental Law relating to the business of the
                        Company.

                91      There is no proposal to revoke, suspend, modify or not
                        renew any authorisation or approval under any
                        Environmental Law relating to the business of the
                        Company.

                92      There is no actual or contingent obligation to pay money
                        or carry out any work in relation to the Business
                        Premises or any other assets of the Company to comply
                        with an Environmental Law.

                93      The Company is not subject to any liability under any
                        Environmental Law or under the common law arising from
                        the carrying on of its business at any time.

                94      The carrying on of its business by the Company has not
                        been negligent and has not resulted in or caused any
                        public or private nuisance or contravention of the rule
                        known as the Rule in Rylands v Fletcher (1868) LR3 (HL)
                        330.

Employees
================================================================================
                95      All contracts of service or for services and letters of
                        appointment in respect of any employees of, or
                        consultants to, the Company have been fully disclosed to
                        the Purchaser in writing. No loans or other advances
                        have been made to any directors or employees of the
                        Company. Each of the contracts entered into with
                        employees or consultants are enforceable against the
                        parties to it and there is no party in breach of, or in
                        default under, any such contract.

                96      The Company has made all payments in respect of
                        occupational superannuation required under any contract
                        or award in respect of each of its employees.

                97      The Company is not involved in any industrial or trade
                        dispute or any dispute regarding any claim with any of
                        its employees or with any trade union and, so far as the
                        Company and each of the Vendors and Covenantor are
                        aware, there are no facts or circumstances which are
                        likely to result in such a dispute.
<PAGE>

                                                                              38
--------------------------------------------------------------------------------
                98      Since 1997 the Company has not considered dismissing any
                        existing Employees.

                99      Since the Last Accounts Date there has not been any
                        material change in the remuneration or emoluments or
                        benefits of any executives who are employees.

Superannuation
================================================================================
                        Warranties 100 to 106 have been intentionally deleted.

                107     Full disclosure has been made to the Purchaser of all
                        material facts relating to contributions and benefit
                        arrangements in connection with the Fund and there are
                        no superannuation or other benefit schemes, other than
                        the Fund, to which the Company is contributing or has
                        entered into a commitment which could involve future
                        contributions, or under which any of the employees of
                        that company receives or is entitled to receive or
                        reasonably expects to receive any benefits.

                108     Intentionally deleted.

                109     All taxes, levies, assessments, contributions, fees,
                        rates, duties and other governmental or municipal
                        charges or impositions (other than those which may still
                        be paid without penalty or interest) for which the
                        Vendors are liable, including any penalty or interest,
                        have been paid.

                110     Full and proper records and accounts (so far as those
                        are required by law) of the superannuation arrangements
                        of the Company have been kept, are up to date, and
                        disclose a true and fair view.

                111     Intentionally deleted.

                112     Intentionally deleted.

                113     The transfer of the Shares will not cause any increase
                        in the obligations of the Company to make contributions
                        to the Fund.

                114     None of the Vendors have misrepresented to any person
                        the benefits which are or may be available in respect of
                        the Fund.

Changes since the Last Balance Date
================================================================================
                115     Since the Last Balance Date:

                        (a)     the business of the Company has been carried on
                                in the ordinary and usual course and no
                                contracts or commitments differing from those
                                ordinarily necessitated by the nature of that
                                business have been entered into or incurred;

                        (b)     there has been no change in the assets, the
                                liabilities or the financial position or profits
                                of the Company from that set out in the Last
                                Accounts except changes in the ordinary course
                                of business, none of which individually or in
                                the aggregate is materially adverse to the
                                company; and
<PAGE>

                                                                              39
--------------------------------------------------------------------------------
                        (c)     the business or financial position of the
                                Company has not been materially and adversely
                                affected by any matter, either financial or
                                otherwise and whether covered by insurance or
                                not.

                116     Since the Last Balance Date:

                        (a)     no distributions of cash or specific assets by
                                way of dividend or otherwise on the share
                                capital of the Company have been made;

                        (b)     no shares in or debentures of the Company have
                                been issued or agreed to be issued or put under
                                option;

                        (c)     no alteration has been made to the rights
                                attached to any existing shares in the Company;

                        (d)     no alteration has been made to the memorandum or
                                articles of association of the Company;

                        (e)     no alteration has been made to the capital
                                structure of the Company;

                        (f)     no additional directors have been appointed to
                                the Company.

Brokerage
================================================================================
                117     No person is entitled to recover from the Company any
                        fee or commission in connection with the purchase or
                        sale of the Shares.

Information
================================================================================
                118     All information given by the Company or any of the
                        Vendors or Covenantor or the Vendors' professional
                        advisers to the Purchaser or to the Purchaser' s
                        professional advisers in the course of negotiations
                        leading to this agreement and Completion are true and
                        accurate in all respects. None of that information is
                        misleading in any material particular, whether by
                        omission or otherwise.

                119     To the best of the knowledge and belief of the Company
                        and each of the Vendors and Covenantor, all details
                        relating to the Company which would be material for
                        disclosure to a prudent intending purchaser of the
                        Shares have been disclosed to the Purchaser.

                120     So far as the Company and each of the Vendors and
                        Covenantor are aware, there are no facts or
                        circumstances which might reasonably be expected
                        materially and adversely to affect the financial
                        position, operations, profitability or prospects of the
                        Company other than facts and circumstances affecting as
                        a whole the industry in which the business of the
                        Company is carried on.

Managing Directors
================================================================================
                121     Liliane Gans has resigned from her position as Managing
                        Director or Governing Director, as the case may be.
<PAGE>

                                                                              40
--------------------------------------------------------------------------------
Schedule 1              Vendors and Shareholdings
================================================================================

<TABLE>
<CAPTION>
Column 1                                      Column 2        Column 3              Column 4

Name and Address of each Vendor               Number of       Class of Shares       Amount paid up
                                              Shares held     held                  on each of the
                                                                                    Shares held

-----------------------------------------------------------------------------------------------------
<S>                                           <C>             <C>                   <C>
Ashcliff Pty Ltd (ACN 057 727 198) of         1               A                     $1.00
Level 4, Benson House, 2 Benson Street,
Toowong in the State of Queensland.

Ashcliff Pty Ltd (ACN 057 727 198) of         1               B                     $1.00
Level 4, Benson House, 2 Benson Street,
Toowong in the State of Queensland.

Ashcliff Pty Ltd (ACN 057 727 198) of         1               C                     $1.00
Level 4, Benson House, 2 Benson Street,
Toowong in the State of Queensland.

Ashcliff Pty Ltd (ACN 057 727 198) Of         1               D                     $1.00
Level 4, Benson House, 2 Benson Street,
Toowong in the State of Queensland.

Ashcliff Pty Ltd (ACN 057 727 198) of         3,999           Ordinary              $1.00
Level 4, Benson House, 2 Benson Street,
Toowong in the State of Queensland.

Ashcliff Pty Ltd (ACN 057 727 198) of         210,000         Z                     $1.00
Level 4, Benson House, 2 Benson Street,
Toowong in the State of Queensland.

Alfred Jacob Gans of 3 Mozart Place. Mt       1               Ordinary              $1.00
Ommaney in the State of Queensland.
</TABLE>
<PAGE>

                                                                              41
--------------------------------------------------------------------------------
Schedule 2              Mortgages and other Encumbrances over the
                        Company
================================================================================
                        Nil
<PAGE>

                                                                              42
--------------------------------------------------------------------------------
Schedule 3              Bank Accounts and Signatories
================================================================================

BANK ACCOUNTS

<TABLE>
<S>                                  <C>                            <C>
Australia
National Australia Bank              BSB: 084424                    Toowong Branch
                                     A/c No: 50-839-6907            29 Sherwood Road
                                                                    Toowong, Queensland
                                                                    Australia
                                                                    Flexiphone 131013
                                                                    Fax (07) 3870-3 224

United States
Harris Trust & Savings Bank          A/c No: 3 00-988-3             111 West Monroe Street
                                     (Main Account)                 Chicago Illinois 60690
                                                                    USA
                                                                    Phone: 0011-1-312461-
                                                                    2121
                                                                    Fax: 0011-1-312-845-
                                                                    2199
                                     A/c No: 77941                  Annette Epps
                                     (Alfred Gans Market Plus       Associate Vice President
                                     Account)                       Phone: 0011-1-312461-
                                                                    2971
                                                                    Fax: 0011-1-312-293-
                                                                    4823
                                     A/c No: 77942
                                     (Liliane Gans Market
                                     Plus Account)

United Kingdom
National Westminster Bank            A/c No: 00761885               City of London Office
                                                                    Retail Business Centre
                                                                    P0 Box 12264,
                                                                    4th Floor 1 Princes Street
                                                                    London EC2R 8QP
                                                                    England
                                                                    Phone: 0011-44-171-390-
                                                                    1625
                                                                    Fax: 0011-44-171-390-
                                                                    1828
                                                                    Clive Gardner
                                                                    Business Manager
                                                                    Phone: 0011-44-171-390-
                                                                    1615

New Zealand
Bank of New Zealand                  A/c No: 0264-00360077-         Newmarket Branch
                                     000                            123 Broadway
                                                                    Newmarket Auckland
                                                                    New Zealand
                                                                    Phone: 0011-64-9529-2340
                                                                    Fax: 0011-64-9520-1178
</TABLE>
<PAGE>

                                                                              43
--------------------------------------------------------------------------------

<TABLE>
<S>                                  <C>                            <C>
                                                                    Mike Atwill
                                                                    Business Manager

Canada
Toronto-Dominion Bank                A/c No: 0690-0632223           55 King Street W & Bay
                                                                    Street
                                                                    Toronto Ontario M5K 1A2
                                                                    Canada
                                                                    Jennifer Ishmael
                                                                    Phone: 0011-1416-982-
                                                                    5129
                                                                    Fax: 0011-1416-944-
                                                                    5796, or

Papua New Guinea
Bank of South Pacific Ltd            A/c No: 36183427               Port Moresby Service Centre
                                                                    PO Box 173
                                                                    Port Moresby
                                                                    Papua New Guinea
                                                                    M. Tomar
                                                                    Senior Office Supervisor
                                                                    Phone: 0011-625-321-2444
                                                                    Fax: 0011-625-321-3741
</TABLE>

CHEOUE SIGNATORIES:

Sole Signatories (no restrictions):           Alfred Jacob Gans
                                              Liliane Gans

Sole Signatories (restricted to amounts       Roslyn Jackson
of AUD$1,000, NZ$1,000, CAN$l,000,
UK(Pound)500, USD81,000, Kina 1,000)
Joint signatories:                            Roslyn Jackson
                                              Denise Frances Ada
                                              Sylvia Mary Medhurst
                                              Eileen Heikkila
                                              Helen Rosamund Williams
<PAGE>

                                                                              44
--------------------------------------------------------------------------------
Schedule 4              Contracts with the Vendors
================================================================================
                        Agreement to lease between Alfred Jacob Gans and
                        the Company for Level 2, 41 Sherwood Road,
                        Toowong in the State of Queensland, more
                        particularly described as Lot 6 on BUP 10844.
<PAGE>

                                                                              45
--------------------------------------------------------------------------------
Schedule 5              Not used
================================================================================
<PAGE>

                                                                              46
--------------------------------------------------------------------------------
Schedule 6              Not used
================================================================================
<PAGE>

                                                                              47
--------------------------------------------------------------------------------
Schedule 7                                 List of Plant and Equipment
================================================================================
      1xCadenza Woodgrain/Leathertop
      1xExecutive Desk (with return)
      1xCadenza (cream/brawn)
      1x cream Bench with shelves (not fixed)
      1xcream/brown Desk (attached draws)
      2xPC Workstations
      4xMobile Pedestal
      1xPedestal (without wheels)
      1xDesk with return (fixed draws)
      8xWorkstations
      1xMobile PC Workstation
      3xPedestal (without wheels)
      1xWorkstation Desk on coasters
      1xDesk with slide
      1x2-tier Desk
      1xdesk high Work Bench
      1xfixed Wall Bench (2 shelves)
      3x fixed Wall Shelf
      1xfixed Bookshelf (2 part)
      1xfixed Bookshelf
      1xset Desk Shelves - cream laminate
      1xcomer shelves (black) on coasters
      1xDesk (cream)
      1xCadenza (cream)
      1xDesk with return
      1xDesk with return (cream/brown)
      8xWorkstation (fixed draws)
      1xWorkbench /Shelves (raised from floor)
      1xGlass Coffee Table
      1x2bay set of Shelves (cream laminate)
      1x3 bay set of Shelves (cream laminate)
      1xDesk (brown/cream) with draws
      1xPrinter Table on wheels
      1xwood laminate Set of Shelves (single bay)
      4xTypist Table
      1xbrown laminate Set of Shelves
      3xWorkbenches
      1xWall Cabinets (with doors)
      1x Reception Desk
      1xBlue Leather 3-seater Lounge
      1xBlacklwhite cabinet (on coasters)
      1xConference Table
      1xExecutive Desk with Cadenza
      1xDesk with return
      1xDesk + desk height set of shelves
      1xset of laminate shelves (on coasters)
      1xWork Table
      1xCadenza/bench
      1xBook Shelf (3 high)
      7xDesks (brown/cream) with returns
      6xDesks (cream) with returns
      1xDesk (brown/cream) (no return)
<PAGE>

                                                                              48
--------------------------------------------------------------------------------
      1xDesk (cream) no return/fixed draws
      1xfloor FAN
      6xWhiteboards
      1xACER Scanner
      2x metal Cabinets (with doors)
      1xEthanet Hub
      3x28K Modems
      1xDiscdrive cabinet
      1xCISCO IDSN Router
      1xCD Discdrive Tape Unit
      1xCD and Tape Unit
      2xBattery back-up Units
      3x56K Modems
      1x288K Modem
      1xCISCO Ethanet Switchbox +2 Converters
      1xStallion Terminal Server
      2xSpecialix Terminal Server
      1xTECO Airconditiioning Unit
      1x Honeywell Temperature Box
      1xWall Clock
      1xPanasonic Microwave
      1xLamar Bar Refrigerator
      1xSunbeam Urn
      2xSMC Ethanet HUB
      1xPanasonic Airconditioning Unit
      1xEmulex Terminal Server
      1xD-Link Multiport Repeater
      1xHoneywell Temperature Warning Box
      1xWall Cabinet with Patch Pan A
      1xWhiteboard with coasters
      1xfixed U-Shape Workstation
      1xKelvinator Refrigerator
      2xBindomatic 5000 + racks Heat Binder
      1xIBICO Thermotronic 400 + racks Heat Binder
      3xcork Peg Boards
      2xflat base Trolleys
      1xHSM 104.1 Shredder
      2xwall fixed Book Shelf
      1x"Breeze Master" Floor Fan
      1xXerox Facsimile + phone
      1xPansonic Facsimile
      1xNational Microwave
      1xZIP Miniboil Water Heater
      1xSink/bench/cabinets (fixed)
      1xabove sink Kitchen Cabinet
      2xFixed Work bench (kitchen
      3xInput-eze
      1xBailey Ladder
      1x Canon Calculator
      1xSharp C51183 Calculator
      1x56K Modem
      1xFoot Step (on coasters)
      Fixed Benches/shelves surround Publisher and Data Services Sections
      6xMonitor Arms
<PAGE>

                                                                              49
--------------------------------------------------------------------------------
      1xepson Stylus PRO Colour Printer
      1xCiTOH 300 Printer
      1xLexmark Lazer printer
      1xC-iTOH 500 Line Printer
      1xGestetner Lazer Printer
      1xKyocera F54700 Lazer Printer
      1xLexmark Label Printer
      1xHewlett Packard Deskjet 500
      1xKyocera FS 1550 Lazer Printer
      1xCanon ASO Printer
      1xCiTOH 1000 Printer
      1xGestetner GLX8Ol Lazer Printer
      1xKyocera F53 700 Lazer Printer
      1xGestemer GLX800 Lazer Printer
      1xBrother EM-701 Typewriter
      1xBrother CE6O Typewriter
      2xIBM Selectric Typewriter
      1xIBM 6746 Typewriter
      1xXEROX 5018 Photocopier
      BCSl50 - 24
      DBC7S3 - 8
      DBC754 - 1 (consol)
      9x typist with arms
      6xstacker chairs
      28xtypist
      1xChair with arms
      1xgrey Lounge Chair
      2xBar Stools
      1xStool
      1xFold-up Lounge
      6xConference Chairs
      4xVisitor Chairs
      1xExecutive Chair
      14x4-draw filing
      .9x2-draw filing
      1x3-draw filing
      1x Chest of Draws
      30 x VDU with keyboard
      3 (for repair) VDU with keyboard
      2xSamtron Monitor with CPU and Speakers
      1xOsborne Monitor with CPU and speakers
      1xADI Monitor with CPU and speakers
      1xAcer 17" Monitor with CPU and speakers
      1xChun Monitor with CPU
      1xTatung Monitor
      1xEpix Monitor
      1xSparc Station 1 complete Server with Monitor, Keyboard, Disc Drives
        and CPU
      1xPhillips Consol 17" Monitor with keyboard
      1xViewsonic Consol 17" Monitor with k/board
      2xSparc Station 10 CPU's
      1xWyse Monitor & Keyboard
      1xTechstar Monitor, CPU and keyboard
      1xFalco Monitor with keyboard
      1x Winpro Monitor, keyboard, speakers & CPU
<PAGE>

                                                                              50
--------------------------------------------------------------------------------
      1xNEC Laptop
      1xVelta Monitor/keyboard/speakers & CPU
      1xSamtron Monitor/keyboard/speakers & CPU
      1xsingle 6high (2bays) Shelving
      2xbacktoback 6 high (4bays) Shelving
      2x2backtoback, 6 high (16bays) Shelving
      1xsingle 6high (3bays) Shelving
      2xsingle 6high (2 bays) Shelving
      3xsingle backtoback, 6high Shelving
      1xsingle bay, 4high Shelving
      1xsingle bay, 4high Shelving
      1xSingle Bay Lateral filing Shelving
      1x2Bay 6high Shelving
      3xSingle Bay 6 high Shelving
      1xsingle Bay 6 high Shelving
      2xsingle 6 high Lateral Files Shelving
      1x16 bay Compactus Shelving
      2x2bays 6 high Shelving
      2xsingle 6 high Shelving
      1xbacktoback single 6 high Shelving
      2xbacktoback double 6 high Shelving
      1x3 shelf single bay Shelving
<PAGE>

                                                                              51
--------------------------------------------------------------------------------
Schedule 8              Particulars of Equipment Leases
================================================================================
                        Nil
<PAGE>

                                                                              52
--------------------------------------------------------------------------------
Schedule 9              Particulars of Registered and Unregistered
                        Intellectual Property
================================================================================
                        Business Names:

                                ISA Australia

                        Unregistered Trade Marks:

                                ISAcomplete

                                ISAscan

                        Patents:

                                Nil

                        Designs:

                                Nil

                        Intellectual Property Licences

                                Software Licences:
Microsoft NT                                  50036-415-0157726-1435
                                              50036-415-0157726-51660
Microsoft Windows 95                          15096-OEM-0012891-45490
                                              02097-OEM-O018586-70187
                                              36-OEM-0029361-30181
                                              25895-OEM-0004692-84048
                                              33697-OEM-0027813-73470
                                              35295-OEM-0008265-14760
                                              15995-OEM-0001463-62394
                                              13696-OEM-0011903-303134
                                              30998-OEM-0038665-63521
Microsoft Office Professional                 52488-415-0131817-15160
                                              53488-415-0122003-61808
                                              53488-415-0445985-93698
                                              53488-415-0445985-35933
                                              53488-415-0131817-97588
<PAGE>

                                                                              53
--------------------------------------------------------------------------------
                                              53488-415-0131817-30181
                                              53488-415-0144784-16120
                                              53488-415-1031817-04307
                                              53488-415-0444772-21961
                                              53488-415-0445985-30314
AcuCobol 4.1                                  106280
AcuBench 4.1                                  305779-8077
Intelliterm 32                                A000000000224136
                                              A000000000224166
                                              A000000000224132
                                              1700000010040060
                                              1700000010040061
                                              1700000010040059
                                              A000000000224165
                                              1700000010040062
                                              A000000000224164
Telex for windows                             W1404225
Elwin Code Editor                             859853129
                                              826298697
                                              876630345
                                              843075913
VCQ Cyberquery                                500418001/1
Vet Anti-Virus 9.94                           116204
Visual Basic 6                                8289131300403862284
Visual Basic 3                                00-203-0300-70030697
CSE HTML Validator                            10194
Front Page 98                                 68866-415-0140702-70535
Logisoft Payroll V2.81                        PP-WIN-95-001316-7416
National Online                               CAN 0040 44937
Pagemaker                                     03W601X11011240271
Acrobat D.PE                                  WAW210P7297015-520
Photoshop LE                                  5PW300R3413010-520
VB4 (16 bit)                                  27023242010931728886
Chronilist                                    97D294
OmniPage                                      2889B-J00-005660
Visual C++                                    254-056-001
<PAGE>

                                                                              54
--------------------------------------------------------------------------------
WordPerfect 7                                 No Number recorded
Print Shop Delux                              No Number recorded
<PAGE>

                                                                              55
--------------------------------------------------------------------------------
Schedule 10             Banking Facilities
================================================================================
                        NZ$10,000.00 overdraft facility with the Bank of New
                        Zealand.

                        UK(pound)1O,000.00 overdraft facility with the National
                        Westminster Bank PLC.
<PAGE>

                                                                              56
--------------------------------------------------------------------------------
Schedule 11             Contracts of Insurance
================================================================================
                        Public / products liability insurance policy
                        (Policy No. 5L/1114891) with Lumley General
                        Insurance Limited for $5,000,000 in respect of 41
                        Sherwood Road, Toowong.

                        Electronic equipment insurance policy (Policy No.
                        14ZE 1365436) with Lumley General Insurance
                        Limited for $175,000 in respect of 41 Sherwood
                        Road, Toowong.
<PAGE>

                                                                              57
--------------------------------------------------------------------------------
Schedule 12             New Lease
================================================================================
<PAGE>

                                                                              58
--------------------------------------------------------------------------------

<TABLE>
<S>                                                                    <C>
SIGNED by as LOUIS HERNANDEZ                               )
as authorised representative for                           )
ROWECOM, INC in the presence of                            )
                                                           )
/s/ Barry Sandin                                           )
-------------------------------------------                )
Signature of witness                                       )
                                                           )
BARRY SANDIN                                               )
-------------------------------------------                )                    /s/ Louis Hernandez
Name of witness (block letters)                            )           --------------------------------------------
                                                           )                Louis Hernandez, Executive Vice
162 Monroe Rd., Quincy, MA                                 )           President and Chief Financial Officer
-------------------------------------------                )
Address of witness                                         )           By executing this agreement the signatory
                                                           )           warrants that the signatory is duly
Finance Professional                                       )           authorised to execute this agreement on
-------------------------------------------                )           behalf of ROWECOM, INC
Occupation of witness                                      )

EXECUTED by ASHCLIFF PTY LTD                               )
ACN 057 727 198 in accordance with                         )
section 127(1) of the Corporations Law by                  )           --------------------------------------------
authority of its directors in the presence of:             )           Signature of director
                                                           )
                                                           )
                                                           )           --------------------------------------------
                                                           )           Name of director (block letters)
                                                           )
                                                           )
-------------------------------------------                )           --------------------------------------------
Signature of witness                                       )           Signature of director/company secretary*
                                                           )           *delete whichever is not applicable
                                                           )
                                                           )
-------------------------------------------                )           --------------------------------------------
Name of witness (block letters)                            )           Name of director/company secretary
                                                           )           (block letters)
                                                           )           *delete whichever is not applicable

-------------------------------------------                )
SIGNED by LILIANE GANS in the                              )
presence of:                                               )
                                                           )
-------------------------------------------                )
Signature of witness                                       )
                                                           )
-------------------------------------------                )
Name of witness (block letters)                            )
                                                           )
-------------------------------------------                )
Address of witness                                         )
                                                           )
-------------------------------------------                )           --------------------------------------------
Occupation of witness                                      )           Signature of Liliane Gans
</TABLE>
<PAGE>

                                                                              59
--------------------------------------------------------------------------------

<TABLE>
<S>                                                                    <C>
SIGNED by as LOUIS HERNANDEZ                               )
as authorised representative for                           )
ROWECOM, INC in the presence of                            )
                                                           )
-------------------------------------------                )
Signature of witness                                       )
                                                           )
-------------------------------------------                )
Name of witness (block letters)                            )           --------------------------------------------
                                                           )                Louis Hernandez, Executive Vice
-------------------------------------------                )           President and Chief Financial Officer
Address of witness                                         )
                                                           )           By executing this agreement the signatory
-------------------------------------------                )           warrants that the signatory is duly
Occupation of witness                                      )           authorised to execute this agreement on
                                                                       behalf of ROWECOM, INC

EXECUTED by ASHCLIFF PTY LTD                               )
ACN 057 727 198 in accordance with                         )                    /s/ Alfred Jacob Gans
section 127(1) of the Corporations Law by                  )           --------------------------------------------
authority of its directors in the presence of:             )           Signature of director
                                                           [SEAL]
                                                           )                    ALFRED JACOB GANS
                                                           )           --------------------------------------------
                                                           )           Name of director (block letters)
                                                           )
/s/ Peter Eric Burden                                      )                    /s/ L. Gans
-------------------------------------------                )           --------------------------------------------
Signature of witness                                       )           Signature of director/company secretary*
                                                           )           *delete whichever is not applicable
                                                           )
PETER ERIC BURDEN                                          )                    Liliane Gans
-------------------------------------------                )           --------------------------------------------
Name of witness (block letters)                            )           Name of director/company secretary
                                                                       (block letters)
                                                                       *delete whichever is not applicable

SIGNED by LILIANE GANS in the                              )
presence of:                                               )
                                                           )
/s/ Peter Eric Burden                                      )
-------------------------------------------                )
Signature of witness                                       )
                                                           )
PETER ERIC BURDEN                                          )
-------------------------------------------                )
Name of witness (block letters)                            )
                                                           )
307 QUEEN ST. BRISBANE                                     )
-------------------------------------------                )
Address of witness                                         )
                                                           )
SOLICITOR                                                  )                    /s/ L. Gans
-------------------------------------------                )           --------------------------------------------
Occupation of witness                                      )           Signature of Liliane Gans
</TABLE>
<PAGE>

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

<TABLE>
<S>                                                                    <C>
SIGNED by ALFRED JACOB GANS                                )
in the presence of:                                        )
                                                           )
/s/ Peter Eric Burden                                      )
-------------------------------------------                )
Signature of witness                                       )
                                                           )
PETER ERIC BURDEN                                          )
-------------------------------------------                )
Name of witness (block letters)                            )
                                                           )
307 QUEEN STREET                                           )
-------------------------------------------                )
Address of witness                                         )
                                                           )
SOLICITOR                                                  )                    /s/ Alfred Jacob Gans
-------------------------------------------                )           --------------------------------------------
Occupation of witness                                      )           Signature of Alfred Jacob Gans
</TABLE>