<PAGE>

                                                                    EXHIBIT 2.01



                              DATED 30 AUGUST 2004

                     THE PERSONS WHOSE NAMES AND ADDRESSES
                      ARE SET OUT IN PART A OF SCHEDULE 7

                                       and

                               NIGEL CHARLES DUTT

                                       and

                              MICHAEL CAREY HEDGER

                                       and

                                 MARK ROWLINSON

                                       and

                          VERITAS SOFTWARE CORPORATION

                                       and

                            KVAULT SOFTWARE LIMITED

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

                                    FORM OF
                            SHARE PURCHASE AGREEMENT

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

                               Slaughter and May
                                One Bunhill Row,
                                London, EC1Y 8YY
                                   JCXT/SEZD
                                  CD042310123

<PAGE>

THIS AGREEMENT is made 30 August 2004

BETWEEN:

1.    The persons whose names and addresses are set out in Part A of Schedule 7
      (Ownership of the Securities) (collectively the "PRINCIPAL SELLERS" and
      individually a "PRINCIPAL SELLER")

2.    NIGEL CHARLES DUTT, Wokingham, Berkshire ("NIGEL DUTT");

3.    MICHAEL CAREY HEDGER, Newbury, Berkshire ("MICHAEL HEDGER");

4.    MARK ROWLINSON, Wilmcote, Stratford upon Avon ("MARK ROWLINSON");

5.    VERITAS SOFTWARE CORPORATION, a company incorporated in Delaware whose
      principal place of business is at 350 Ellis Street, Mountain View,
      California 94043, Delaware (the "PURCHASER"); and

6.    KVAULT SOFTWARE LIMITED, a company incorporated in England and Wales
      (registered number 03876482) whose principal place of business is at 155
      Wharfedale Road, Winnersh Triangle, Wokingham, Berkshire RG41 5RB (the
      "COMPANY").

WHEREAS:

(A)   The Principal Sellers are persons holding Shares and/or Vested Options
      and/or Unvested Options in the Company. Their respective interests in the
      Company are detailed in Part A of Schedule 7 (Ownership of the
      Securities). Nigel Dutt holds Shares, Vested Options and Unvested Options
      in the Company. Michael Hedger holds Unvested Options and Vested Options
      in the Company and Mark Rowlinson holds Vested Options in the Company.

(B)   The Purchaser has agreed to make an offer to purchase all of the
      Securities of the Sellers. The offer is made on the terms of and subject
      to the conditions of this agreement.

(C)   The Sellers have each agreed to accept the Purchaser's Offer in respect of
      their Securities in the manner and for the consideration, and in each case
      upon the terms and subject to the conditions set out, in this agreement
      (the "TRANSACTION").

(D)   As part of the Transaction, the Company, Nigel Dutt, Mark Rowlinson and
      Michael Hedger will endeavour to procure that the Minor Sellers will
      transfer their Shares and/or exercise their Vested Options and/or
      Accelerated Options in accordance with the Exercise Proposal and transfer
      any shares arising therefrom and/or roll-over their Unvested Options in
      accordance with the Unvested Options Proposal. The identity of the Minor
      Sellers and the Vested Options, Accelerated Options, Unvested Options
      and/or Shares they currently hold are set out in Part B of Schedule 7
      (Ownership of the Securities).

                                       1
<PAGE>

(E)   The Purchaser's Offer is such that the Sellers, upon acceptance of the
      Purchaser's Offer, shall be entitled to require the Minor Sellers to sell
      their Securities to the Purchaser in accordance with the Articles of
      Association.

WHEREBY IT IS AGREED as follows:

1.    INTERPRETATION

1.1   In this agreement and the Schedules to it:

      "2005/2006 MANAGEMENT      means those Unvested Options set out in section
      PERFORMANCE OPTIONS"       (v) of Part B of Schedule 7 (Ownership of the
                                 Securities);

      "ACCELERATED OPTION"       means an option to buy shares in the Company
                                 which has been granted pursuant to one of the
                                 Option Schemes to an Accelerated Optionholder
                                 and which has not vested in accordance with its
                                 terms on or prior to the date of this agreement
                                 but will vest as a result of Completion (and
                                 which does not form part of the Unvested
                                 Options Proposal);

      "ACCELERATED               means the persons set out in section (iv) of
      OPTIONHOLDERS"             Part B of Schedule 7 (Ownership of the
                                 Securities);

      "ACCOUNTS"                 means the audited financial statements of the
                                 Company and of each Subsidiary, and the audited
                                 consolidated financial statements of the
                                 Company, prepared in accordance with applicable
                                 legal requirements, for the accounting
                                 reference period ended on the Accounts Date
                                 each of which financial statements comprises a
                                 balance sheet, profit and loss account, notes
                                 to the financial statements, auditors' and
                                 directors' reports and (in the case of the
                                 financial statements of the Company and of the
                                 consolidated financial statements of the
                                 Company) a cash flow statement, a copy of which
                                 has for the purpose of identification only been
                                 signed by the Sellers' Solicitors and delivered
                                 to the Purchaser or the Purchaser's Solicitors;

      "ACCOUNTS DATE"            means 31 December 2003;

      "APPLICABLE RATE"          means the rate for conversion of Sterling to US
                                 Dollar of 1.796;

      "ARTICLES OF ASSOCIATION"  means the articles of association of the
                                 Company in the form attached to the Disclosure
                                 Letter;

      "ASSUMED OPTION VALUE"     means the product of the number of Outstanding
                                 Options multiplied by the Price per Ordinary
                                 Share;

                                       2
<PAGE>

      "BOOKS AND RECORDS"        includes, without limitation, all notices,
                                 correspondence, orders, inquiries, drawings,
                                 plans, books of account and other documents and
                                 all computer disks or tapes or other machine
                                 legible programs or other records;

      "BUSINESS DAY"             means a day (other than a Saturday or a Sunday)
                                 on which banks are open for business (other
                                 than solely for trading and settlement in euro)
                                 in London and San Francisco;

      "BUSINESS INFORMATION"     means all information, know-how and records
                                 (whether or not confidential and in whatever
                                 form held) including (without limitation) all
                                 formulas, designs, specifications, drawings,
                                 data, manuals and instructions, computer source
                                 codes and preparatory design materials,
                                 application program interfaces, configuration
                                 data and all customer lists, sales information,
                                 business plans and forecasts, and all technical
                                 or other expertise and all accounting and tax
                                 records, correspondence, orders and inquiries;

      "CLAIM"                    means a claim for breach of a Relevant
                                 Warranty;

      "CODE"                     means the Internal Revenue Code of 1986, as
                                 amended.

      "COMPANIES ACTS"           means the Companies Act 1985, the Companies
                                 Consolidation (Consequential Provisions) Act
                                 1985, the Companies Act 1989 and Part V of the
                                 Criminal Justice Act 1993;

      "COMPANY TRANSACTION       means the aggregate amount of all liabilities
      LIABILITIES"               or obligations of the Company or any member of
                                 the Group that will become payable upon or are
                                 paid or payable by reference to completion of
                                 the sale and purchase of the Sale Shares
                                 (including, without limitation, bonuses payable
                                 to any director or employee of any member of
                                 the Group) but does not include any amounts
                                 deducted or withheld in accordance with clause
                                 2.16;

      "COMPLETION"               means completion of the sale and purchase of
                                 the Sale Shares under this agreement;

      "COMPLETION DATE"          means the date 10 Business Days after the date
                                 of issue of the Drag-Along Notice, provided
                                 that if the conditions set out in Schedule 1
                                 (Conditions to Completion) shall not have been
                                 satisfied, waived or deferred on or before the
                                 second Business Day prior to such date,
                                 "COMPLETION DATE" shall mean 2 Business Days
                                 after the day on which such conditions shall
                                 have been satisfied, waived or deferred or such
                                 other date as the parties may agree but, in any
                                 event, no later than

                                       3
<PAGE>

                                 30 days after the date of issue of the
                                 Drag-Along Notice;

      "CONFIDENTIAL BUSINESS     means Business Information which is
      INFORMATION"               confidential;

      "DANGEROUS SUBSTANCE"      has the meaning given in paragraph 25 of
                                 Schedule 3 (Warranties);

      "DEBT CERTIFICATE"         means the certificate in the form set out in
                                 Schedule 12 (Debt Certificate) signed by the
                                 Management Warrantors on behalf of the Sellers
                                 on the day prior to the Completion Date
                                 confirming the Debt Repayment Amount;

      "DEBT REPAYMENT AMOUNT"    means the sum of all amounts payable in full
                                 satisfaction of all Indebtedness of the Company
                                 as at the Completion Date;

      "DISCLOSURE LETTER"        means the letter dated of even date with this
                                 agreement written by the Management Warrantors
                                 to the Purchaser for the purposes of sub-clause
                                 7.2 (Warranties and covenants) and delivered to
                                 the Purchaser before the execution of this
                                 agreement;

      "DOMAIN NAME"              means the domain name enterprisevault.com;

      "DOMAIN NAME TRANSFER"     means any documentation required to be
                                 submitted to effect the transfer or surrender
                                 of the Domain Name to the Company, in the form
                                 prescribed by the relevant domain name
                                 registry;

      "DRAG-ALONG NOTICE"        means the drag-along notice in the form set out
                                 in Schedule 11 (Form of Drag-Along Notice) to
                                 be issued by the Sellers to the holders of the
                                 Drag-Along Shares in accordance with the
                                 Articles of Association;

      "DRAG-ALONG SHARES"        means the shares referred to in Section (i) of
                                 Part B of Schedule 7 (Ownership of the
                                 Securities) that are owned by the Minor
                                 Sellers;

      "EMI SCHEME"               means the kVault Software Limited Enterprise
                                 Management Incentive Scheme in the form
                                 attached to the Disclosure Letter;

      "ENTERPRISE VAULT"         has the meaning given in Part 1 of Schedule 22;

      "ENVIRONMENTAL LAWS"       has the meaning given in paragraph 25 of
                                 Schedule 3 (Warranties);

      "ENVIRONMENTAL MATTERS"    has the meaning given in paragraph 25 of
                                 Schedule 3

                                       4
<PAGE>

                                 (Warranties);

      "ENVIRONMENTAL PERMITS"    has the meaning given in paragraph 25 of
                                 Schedule 3 (Warranties);

      "ERISA"                    means the Employee Retirement Income Security
                                 Act of 1974.

      "ERISA AFFILIATE"          of any entity means any other entity that,
                                 together with such entity, would be treated as
                                 a single employer under Section 414 of the
                                 Code.

      "ESCROW AGENT"             means the escrow agent appointed by the parties
                                 in accordance with clause 5.1;

      "ESCROW AGREEMENT"         means the escrow agreement to be entered into
                                 between the parties referred to in clause
                                 5.1(A) (Escrow) in the form set out in Schedule
                                 13 (Form of Escrow Agreement);

      "ESCROW AMOUNT"            means an amount equal to 15 per cent, of the
                                 number of Sale Shares, Drag-Along Shares and
                                 Option Shares (to the extent such Options
                                 Shares are to be issued to the Sellers), in
                                 each case multiplied by the applicable Price
                                 per Share;

      "ESCROW ACCOUNT"           means the deposit account specified in the
                                 Escrow Agreement;

      "EXCLUSIVITY LETTER"       means the letter dated 16 July 2004 from the
                                 Purchaser to the Company relating to the
                                 exclusivity of dealings between the Purchaser
                                 and the Company;

      "EXERCISE PROPOSAL"        means the Purchaser's offer to the Vested
                                 Optionholders in respect of the exercise of the
                                 Vested Options and the Accelerated
                                 Optionholders in respect of the exercise of the
                                 Accelerated Options as more particularly
                                 described in the Options Proposals Letter;

      "EXERCISE VALUE"           means an amount equivalent to the aggregate of
                                 each exercise price of Vested Options
                                 multiplied by the number of Vested Options
                                 granted at that exercise price plus each
                                 exercise price of the Unvested Options
                                 multiplied by the number of Unvested Options
                                 granted at that exercise price plus each
                                 exercise price of the Accelerated Options
                                 multiplied by the number of Accelerated Options
                                 granted at that exercise price provided that no
                                 account shall be taken of the 2005/2006
                                 Management Performance Options;

      "GROUP"                    means the Company and all the Subsidiaries;

                                       5
<PAGE>

      "ICTA 1988"                means the Income and Corporation Taxes Act
                                 1988;

      "INDEBTEDNESS"             means the deferred consideration payments under
                                 the Sale of Business Agreement between Compaq
                                 Computer Corporation and the Company dated 3
                                 December 1999 payable by the Company as at the
                                 Completion Date;

      "INFORMATION TECHNOLOGY"   means computer hardware, software, networks,
                                 databases and/or other information technology;

      "INTELLECTUAL PROPERTY     means all rights in patents, trade marks and
      RIGHTS"                    service marks (including associated goodwill),
                                 designs, trade or business names, trade dress,
                                 copyrights, topography rights and databases
                                 (whether or not any of these is registered and
                                 including applications for registration of any
                                 such thing) and all rights or forms of
                                 protection of a similar nature or having
                                 equivalent or similar effect to any of these
                                 which may subsist anywhere in the world;

      "IPR CLAIM"                means any allegation, claim, assertion, action
                                 or suit by any person (other than the Purchaser
                                 or any member of its group) that any
                                 Proprietary Software (but excluding any
                                 modifications made after the Completion Date)
                                 or the manufacture, use or any other
                                 exploitation of any Proprietary Software or any
                                 other Intellectual Property Rights owned by the
                                 Company and/or any Group member as at or prior
                                 to the Completion Date infringe any such
                                 person's Intellectual Property Rights, or any
                                 matter which may give rise to any such
                                 allegation, claim, assertion, action or suit;

      "IPR CLAIM LIABILITY"      means any losses, liabilities, damages, claims,
                                 demands, settlements, third party costs and
                                 expenses of any kind whatsoever (including
                                 reasonable legal expenses) incurred by the
                                 Purchaser and/or any Group member arising from
                                 any IPR Claim which IPR Claim, to the extent
                                 that it arises after Completion, is notified by
                                 the Purchaser in writing to the Sellers'
                                 Representative (provided that one has been
                                 appointed and has not resigned or been removed
                                 and a replacement has not been appointed) on or
                                 prior to the first anniversary of the
                                 Completion Date;

      "LEASE"                    has the meaning given in paragraph 24.9 of
                                 Schedule 3 (Warranties);

      "MANAGEMENT ACCOUNTS"      means the management accounts of the Group for
                                 each complete month since the Accounts Date
                                 until 31 July 2004, a copy of which has for the
                                 purposes of identification only been signed by
                                 the Seller's Solicitors and delivered to the

                                       6
<PAGE>

                                 Purchaser or the Purchaser's Solicitors;

      "MANAGEMENT WARRANTORS"    means Nigel Dull, Michael Hedger and Mark
                                 Rowlinson;

      "MATERIAL ADVERSE EFFECT"  means any change, event, violation, inaccuracy,
                                 circumstance or effect (including if arising
                                 from a breach or breaches of Warranty but, for
                                 the avoidance of doubt, a breach of Warranty
                                 shall not of itself constitute a Material
                                 Adverse Effect) which occurs after the date of
                                 this agreement that is, or would reasonably be
                                 likely to be, materially adverse to the
                                 business, assets (including intangible assets),
                                 financial condition or result of operations or
                                 have a material and lasting effect on the
                                 prospects of the Group provided that such event
                                 is not caused by:

                                 (a)   changes in interest rates, exchange rates
                                       or securities or commodity prices or in
                                       economic, financial, market or political
                                       conditions generally;

                                 (b)   changes in conditions generally affecting
                                       the industry in which the Company
                                       operates;

                                 (c)   changes in laws, regulations or
                                       accounting practices;

                                 (d)   any prospective or actual change in
                                       control arising from this agreement;

                                 (e)   the Purchaser unreasonably withholding or
                                       delaying its consent to any member of the
                                       Group doing any act, omission or
                                       transaction set out in Schedule 6
                                       (Conduct of business before Completion)
                                       in circumstances where one or more of the
                                       Management Warrantors have given written
                                       notice to the Purchaser of the
                                       anticipated material adverse consequences
                                       of withholding such consent;

                                 (f)   any loss, disruption or diminution of
                                       existing or future customer, distributor
                                       or supplier relationships arising from
                                       the entering into of this agreement
                                       becoming known to any third party; or

                                 (g)   any matter disclosed in the Disclosure
                                       Letter.

      "MINOR SELLERS"            means the holders of the Shares and/or Vested
                                 Options and/or Accelerated Options and/or
                                 Unvested Options, other than the Sellers,
                                 identified in Part (B) of Schedule 7 (Ownership
                                 of the Securities);

                                       7
<PAGE>

      "NET WORKING CAPITAL"      means the aggregate of all cash (other than
                                 cash provided as collateral for obligations),
                                 cash equivalents, debtors outstanding (for less
                                 than 90 days) and prepayments (made 10 months
                                 or less in advance) less the aggregate of all
                                 trade and other creditors, borrowings and
                                 indebtedness in the nature of borrowings
                                 (including, without limitation, under any
                                 finance leases, hire purchase or conditional
                                 sale agreements but excluding the Indebtedness)
                                 calculated on a consolidated basis for the
                                 Group at the Completion Date provided that all
                                 accrued income and deferred revenue shall be
                                 excluded for the purpose of this definition;

      "NEW OPTIONS"              means any options to buy shares in the Company
                                 granted at the Purchaser's request pursuant to
                                 the Option Schemes after the date of this
                                 agreement but on or prior to the Completion
                                 Date, the terms of such options to take effect
                                 at Completion;

      "OPTIONS PROPOSALS LETTER" means the letter to holders of Vested Options,
                                 Accelerated Options and Unvested Options
                                 setting out details of the Exercise Proposal
                                 and Unvested Options Proposals in the form set
                                 out in Schedule 17 (Options Proposals Letter);

      "OPTION PROPOSAL"          means the Exercise Proposal and the Unvested
                                 Options Proposal, as the context requires;

      "OPTION SCHEMES"           means (a) the kVault Unapproved Establishment
                                 and Re-Pricing Share Option Scheme, (b) the
                                 kVault Software plc Discretionary Option Scheme
                                 2001, (c) the EMI Scheme and/or (d) the kVault
                                 Software Limited US Unapproved Share Option
                                 Scheme;

      "OPTION SHARES"            means any Ordinary Shares issued after the date
                                 of this agreement following exercise of a
                                 Vested Option or an Accelerated Option pursuant
                                 to the Exercise Proposal;

      "ORDINARY SHARES"          means the ordinary shares of 2.5p each in the
                                 capital of the Company;

      "OUTSTANDING OPTIONS"      means Vested Options and Accelerated Options in
                                 relation to which the holder has not accepted
                                 an Option Proposal on or before the date for
                                 acceptance specified in the relevant Option
                                 Proposal and Unvested Options (excluding for
                                 these purposes any New Options and the
                                 2005/2006 Management Performance Options);

      "PENSION SCHEMES"          means any one or more of;

                                 (i)   the group personal pension arrangements
                                       with

                                       8
<PAGE>

                                       Scottish Widows and NPI;

                                 (ii)  the Kilo Software Directors Pension
                                       Scheme, governed by a trust deed dated 6
                                       February 2002 (as amended);

                                 (iii) the Kilo Software plc Death in Service
                                       Scheme established by a declaration of
                                       trust dated 25 January 2000; and

                                 (iv)  the Group Income Protection Plan with
                                       Friends Provident (Policy No. G16718);.

      "PREFERENCE SHARES"        means the issued A and B preference shares of
                                 2.5p each in the capital of the Company and
                                 Preference Shareholders shall be construed
                                 accordingly;

      "PRICE PER A PREFERENCE    means the amount of the Purchase Price
      SHARE"                     attributable to each A Preference Share as
                                 calculated in accordance with Schedule 8
                                 (Calculation of Purchase Price per Share) or
                                 the equivalent amount in Sterling calculated at
                                 the Applicable Rate;

      "PRICE PER B PREFERENCE    means the amount of the Purchase Price
      SHARE"                     attributable to each B Preference Share as
                                 calculated in accordance with Schedule 8
                                 (Calculation of Purchase Price per Share) or
                                 the equivalent amount in Sterling calculated at
                                 the Applicable Rate;

      "PRICE PER ORDINARY        means the amount of the Purchase Price
      SHARE"                     attributable to each Ordinary Share as
                                 calculated in accordance with Schedule 8
                                 (Calculation of Purchase Price per Share) or
                                 the equivalent amount in Sterling calculated at
                                 the Applicable Rate;

      "PRICE PER SHARE"          means the Price per Ordinary Share, the Price
                                 per A Preference Share or the Price per B
                                 Preference Share, as the context requires;

      "PROCEEDINGS"              means any proceeding, suit or action arising
                                 out of or in connection with this agreement;

      "PROPERTY" OR              means freehold, leasehold or other immovable
      "PROPERTIES"               property in any part of the world;

      "PROPERTY OWNER"           means, in relation to any Relevant Property,
                                 the person referred to as owner in Schedule 10
                                 (Property);

      "PROPRIETARY SOFTWARE"     means any computer software in which any member
                                 of the Group owns any Intellectual Property
                                 Rights as set out in

                                       9
<PAGE>

                                 Schedule 17 (Proprietary Software);

      "PURCHASE PRICE"           means the purchase price for the Sale Shares,
                                 the Drag-Along Shares and the Option Shares as
                                 set out in Clause 4 (Consideration);

      "PURCHASER'S GROUP"        means the Purchaser, its subsidiaries and
                                 subsidiary undertakings, any holding company of
                                 the Purchaser and all other subsidiaries of any
                                 such holding company from time to time and
                                 which term shall include, after Completion, the
                                 Company and the Subsidiaries;

      "PURCHASER'S OFFER"        means the offer by the Purchaser to purchase
                                 Securities as referred to in Recital (B) to
                                 this agreement;

      "PURCHASER'S SOLICITORS"   means Slaughter and May;

      "RELEVANT PROPERTY"        means the Property or Properties referred to in
                                 Schedule 10 (Property);

      "RELEVANT WARRANTIES"      means all of the Warranties except for the
                                 Title and Capacity Warranties and the
                                 Warranties set out in paragraph 5 and
                                 sub-paragraph 24.10 of Schedule 3 (Warranties);

      "SALE SHARES"              means the shares referred to in Section (i) of
                                 Part A of Schedule 7 (Ownership of the
                                 Securities) that are to be transferred by the
                                 Sellers to the Purchaser pursuant to this
                                 agreement;

      "SECURITIES"               has the meaning given in the Articles of
                                 Association;

      "SELLERS"                  means the Principal Sellers, Nigel Dutt,
                                 Michael Hedger and Mark Rowlinson;

      "SELLERS' AGENT"           means Deutsche Bank AG or such other person as
                                 appointed pursuant to this agreement from time
                                 to time;

      "SELLERS' REPRESENTATIVE"  means Hugh McCartney or such other person as
                                 appointed pursuant to this agreement from time
                                 to time;

      "SELLERS' SOLICITORS"      means Weil, Gotshal & Manges;

      "SERVICE DOCUMENT"         has the meaning given in sub-clause 30.5
                                 (Agent for service);

      "SETTLED CLAIM"            has the meaning set out in clause 8
                                 (Purchaser's remedies and Warrantors'
                                 limitations on liability);

      "SHARES"                   means the Sale Shares, the Drag-Along Shares
                                 and, if the

                                       10
<PAGE>

                                 context requires, the Option Shares;

      "SHARE PURCHASE            has the meaning given in sub-clause 21.1
      DOCUMENTS"                 (Entire agreement);

      "SUBSIDIARY"               means at any relevant time any then subsidiary
                                 or subsidiary undertaking of the Company, basic
                                 information concerning each current subsidiary
                                 and subsidiary undertaking of the Company being
                                 set out in Schedule 15 (Basic information about
                                 the Subsidiaries);

      "TAX" OR "TAX" OR          includes all forms of taxation and statutory,
      "TAXATION"                 governmental, supra-governmental, state,
                                 principal, local governmental or municipal
                                 impositions, duties, contributions and levies,
                                 in each case whether of the United Kingdom or
                                 elsewhere and whenever imposed, and all
                                 penalties, charges, costs and interest relating
                                 thereto and without limitation all employment
                                 taxes and any deductions or withholdings of any
                                 sort;

      "TAX COVENANT"             means the tax covenant referred to in Schedule
                                 5 (Tax Covenant);

      "TAX WARRANTIES"           means the Warranties set out in paragraphs 27
                                 to 40 of Schedule 3 (Warranties);

      "TCGA 1992"                means the Taxation of Chargeable Gains Act
                                 1992;

      "TITLE AND CAPACITY        means the Warranties set out in paragraphs 1
      WARRANTY"                  and 2 of Schedule 3 (Warranties);

      "TRANSACTION EXPENSES"     means US$1,680,000 (one million six hundred and
                                 eighty thousand), which represents an estimate
                                 to be adjusted and confirmed by reference to
                                 invoices at Completion;

      "UNVESTED OPTION"          means an option to buy shares in the Company
                                 which has been granted pursuant to one of the
                                 Option Schemes and which has not vested in
                                 accordance with its terms on or prior to the
                                 date of the Agreement which will include the
                                 New Options (but which does not include the
                                 Accelerated Options);

      "UNVESTED OPTIONS          means the proposal to holders of Unvested
      PROPOSAL"                  Options set out in the Options Proposals
                                 Letter;

      "US EMPLOYEE PLAN"         means any "employee benefit plan", as defined
                                 in Section 3(3) of ERISA and each other plan,
                                 contract, commitment or arrangement (written or
                                 oral) providing for bonuses, profit-sharing,
                                 stock option or other stock related rights or
                                 other forms of incentive or deferred
                                 compensation, vacation benefits, insurance
                                 (including any self-insured

                                       11
<PAGE>

                                 arrangements), health or medical benefits,
                                 employee assistance, disability or sick leave
                                 benefits, workers' compensation, supplemental
                                 unemployment benefits, severance benefits and
                                 post-employment or retirement benefits
                                 (including compensation, pension health,
                                 medical or life insurance benefits) which is
                                 maintained, administered or contributed to by
                                 the Company or its Subsidiaries and covers any
                                 employee or former employee of the Company or
                                 its Subsidiaries in the United States, or with
                                 respect to which the Company or its
                                 Subsidiaries could reasonably be expected to
                                 have any material liability with respect to
                                 employees in the United States.

      "VAT"                      means the value added tax charged by the
                                 provisions of VATA 1994 and all legislation
                                 (whether primary or secondary) which is
                                 supplemental to it and any tax similar to that
                                 tax imposed in addition or substitution to it;

      "VATA 1994"                means the Value Added Tax Act 1994;

      "VAT GROUP"                has the meaning given in paragraph 31 of
                                 Schedule 3 (Warranties);

      "VESTED OPTION"            means an option to buy shares in the Company
                                 which has been granted pursuant to any of the
                                 Option Schemes and has vested in accordance
                                 with its terms on or prior to the date of the
                                 agreement;

      "VESTED OPTIONHOLDER"      means any person holding one or more Vested
                                 Options as detailed in Section (ii) of Part A
                                 and Section (ii) of Part B of Schedule 7
                                 (Ownership of the Securities);

      "WARRANTIES"               means the warranties set out in Schedule 3
                                 (Warranties) given by the Sellers and the
                                 Warrantors, as applicable, and "WARRANTY" shall
                                 be construed accordingly;

      "WARRANTORS"               means the Sellers or the Management Warrantors,
                                 whichever the context requires; and

      "WORKING HOURS"            means 9.30 a.m. to 5.30 p.m. on a Business Day.

1.2   In this agreement, unless otherwise specified:

      (A)   references to clauses, sub-clauses, paragraphs, sub-paragraphs and
            Schedules are to clauses, sub-clauses, paragraphs, sub-paragraphs
            of, and Schedules to, this agreement;

                                       12
<PAGE>

      (B)   a reference to any statute or statutory provision shall be construed
            as a reference to the same as it may have been, or may from time to
            time be, amended, modified or re-enacted;

      (C)   references to a "COMPANY" shall be construed so as to include any
            company, corporation or other body corporate, wherever and however
            incorporated or established;

      (D)   references to a "PERSON" shall be construed so as to include any
            individual, firm, company, government, state or agency of a state or
            any joint venture, association or partnership (whether or not having
            separate legal personality);

      (E)   references to "INDEMNIFY" and "INDEMNIFYING" any person against any
            circumstance include indemnifying and keeping him harmless from all
            actions, claims and proceedings from time to time made against that
            person and all loss or damage and all payments, costs or expenses
            made or incurred by that person as a consequence of or which would
            not have arisen but for that circumstance;

      (F)   the expressions "ACCOUNTING REFERENCE DATE", "ACCOUNTING REFERENCE
            PERIOD", "ALLOTMENT", "BODY CORPORATE", "CURRENT ASSETS",
            "DEBENTURES", "HOLDING COMPANY", "PAID UP", "PROFIT AND LOSS
            ACCOUNT", "SUBSIDIARY", "SUBSIDIARY UNDERTAKING" and "WHOLLY-OWNED
            SUBSIDIARY" shall have the meaning given in the Companies Acts;

      (G)   a person shall be deemed to be connected with another if that person
            is connected with that other within the meaning of section 839
            ICTA 1988;

      (H)   references to writing shall include any modes of reproducing words
            in a legible and non-transitory form;

      (I)   references to times of the day are to London time;

      (J)   headings to clauses and Schedules are for convenience only and do
            not affect the interpretation of this agreement;

      (K)   the Schedules and any attachments (but not the Tax Covenant) form
            part of this agreement and shall have the same force and effect as
            if expressly set out in the body of this agreement, and any
            reference to this agreement shall include Schedules;

      (L)   "so far as each of the Management Warrantors is aware" shall mean
            the awareness and knowledge of Nigel Dutt, Michael Hedger and Mark
            Rowlinson (or any of them) and any awareness or knowledge that such
            persons would have had if they had made reasonable enquiry as to the
            awareness and knowledge of Hugh McCartney, Eileen Christie, Mary Kay
            Roberto, Peter Parker, Andrew Barnes, Keith Munt, Derek Allan, Ed
            Holcomb and Daniel Spencer;

                                       13
<PAGE>

      (M)   references to any English legal term for any action, remedy, method
            of judicial proceeding, legal document, legal status, court
            official, or any legal concept or thing shall in respect of any
            jurisdiction other than England be deemed to include most nearly
            approximates in that jurisdiction to the English legal term;

      (N)   (i)   the rule known as the ejusdem generis rule shall not apply and
                  accordingly general words introduced by the word "other" shall
                  not be given a restrictive meaning by reason of the fact that
                  they are preceded by words indicating a particular class of
                  acts, matters or things; and

            (ii)  general words shall not be given a restrictive meaning by
                  reason of the fact that they are followed by particular
                  examples intended to be embraced by the general words.

2.    THE PURCHASER'S OFFER AND DRAG-ALONG

2.1   To the extent that it applies to them, each of the Sellers accepts the
      Purchaser's Offer and, at Completion, each of the Sellers who holds Sale
      Shares shall sell and the Purchaser shall purchase those Sale Shares set
      opposite its name in Part A; section (i) of Schedule 7 (Ownership of the
      Securities) with all rights attached or accruing to them at the date of
      this agreement.

2.2   Each of the Sellers represents to the Purchaser that he has the right to
      transfer legal and beneficial title to the Sale Shares to be sold by him.

2.3   Each Seller represents to the Purchaser that the Sale Shares to be sold by
      him pursuant to the Purchaser's Offer shall be free from all charges and
      encumbrances and from all other rights exercisable by or claims by third
      parties.

2.4   Each of the Sellers who holds Sale Shares waives all rights of pre-emption
      over or co-sale in respect of any of the Sale Shares and any other right
      arising as a result of the proposed transfer of any of the Sale Shares
      conferred upon him by the Articles of Association or in any other way and
      undertakes to take all steps necessary to ensure that any rights of
      pre-emption over or co-sale in respect of any of the Sale Shares and any
      other such rights are waived.

2.5   For the avoidance of doubt, Part 1 Law of Property (Miscellaneous
      Provisions) Act 1994 shall not apply to the transfer of the Sale Shares
      for the purposes of this clause.

2.6   Immediately following the date of this agreement the Purchaser agrees to
      make and undertake all acts necessary to comply with the Exercise Proposal
      and the Unvested Options Proposal.

2.7   The Sellers who are Vested Optionholders agree to accept the Exercise
      Proposal and shall promptly take all necessary actions to satisfy the
      requirements of the Exercise Proposal in respect of their Vested Options
      and Option Shares (including the execution of powers of attorney).

                                       14
<PAGE>

2.8   The Sellers who hold Unvested Options agree to accept the Unvested Options
      Proposal and shall promptly take all necessary actions to satisfy the
      requirements of the Unvested Options Proposal in respect of their Unvested
      Options (including the execution of powers of attorney referred to in the
      Options Proposals Letter).

2.9   Following signature of this agreement by the parties the Sellers and, in
      relation to sub-clauses (A)(i) to (A)(iii) below, the Company will:

      (A)   to the extent that the Minor Sellers hold Drag-Along Shares:

            (i)   on the date of announcement of the Transaction by the
                  Purchaser, issue the Drag-Along Notice to the Minor Sellers
                  which shall notify them of the Purchaser's Offer and the
                  Sellers acceptance of it and require the Minor Sellers to sell
                  their Drag-Along Shares;

            (ii)  use their reasonable endeavours to procure properly executed
                  powers of attorney from each of the Minor Sellers in the form
                  set out in the Drag-Along Notice;

            (iii) if, following expiry of 5 Business Days after the date of
                  issue of the Drag-Along Notice, a Minor Seller has failed to
                  provide a properly executed power of attorney as specified in
                  clause 2.9(A)(ii) procure that any two of the directors of the
                  Company are authorised to execute such a power of attorney on
                  behalf of such Minor Seller in respect of his Drag-Along
                  Shares and that two directors execute such a power of
                  attorney; and

            (iv)  instruct the Sellers' Agent to act as escrow agent for the
                  purposes of article 14.6.4(c) of the Articles of Association
                  and the Sellers' Solicitors to act as escrow agent for the
                  purposes of article 14.3 of the Articles of Association;

            (v)   instruct and procure compliance by the Sellers' Agent in
                  respect of those matters specified in the Drag-Along Notice to
                  be carried out by such agent;

      (B)   to the extent that the Minor Sellers are Vested Optionholders or
            Accelerated Optionholders:

            (i)   notify them of the Exercise Proposal; and

            (ii)  use their reasonable endeavours to procure that they accept
                  the Exercise Proposal and properly execute and return a form
                  of election in the form set out in the Exercise Proposal;

      (C)   to the extent that the Minor Sellers hold Unvested Options:

            (i)   notify them of the Unvested Options Proposal; and

                                       15
<PAGE>

            (ii)  use their reasonable endeavours to procure that they accept
                  the Unvested Options Proposal and properly execute and return
                  a form of election in the form set out in the Unvested Options
                  Proposal.

2.10  The Sellers will procure the grant by the Company to employees of the
      Group of such number of New Options and in such amounts as the Purchaser
      may require in writing to the Sellers' Representative within 5 Business
      Days of the date of this agreement, such New Options to be subject to the
      Unvested Options Proposal and in respect of a maximum of 10,000,000
      Ordinary Shares.

2.11  The Purchaser hereby offers to purchase, on the terms of and subject to
      the conditions of this agreement, at Completion, the Drag-Along Shares
      and, subject to issue after Completion, the Option Shares.

2.12  In accordance with the Articles of Association, the Preference
      Shareholders hereby consent to the Company taking any action, or
      permitting any action to be taken, to affect the transfer of the Shares
      pursuant to this agreement.

2.13  The Sellers shall procure that the Company shall not allot or issue any
      Ordinary Shares upon the exercise of Vested Options or Accelerated Options
      in the period from the date of signature of this agreement to the date of
      issue of the Drag-Along Notice.

2.14  The Company shall not allot or issue any Ordinary Shares upon the exercise
      of Vested Options or Accelerated Options in the period of 30 days from the
      date of issue of the Drag-Along Notice or until the day following the
      Completion Date, if earlier, and shall notify the Purchaser of the number
      of, and holders of, any Ordinary Shares that fall to be issued as a result
      of acceptance of the Exercise Proposal promptly following the closing date
      for acceptance of the Exercise Proposal and in any case not less than one
      Business Day prior to the anticipated date of Completion.

2.15  To the extent relevant, the Preference Shareholders waive the requirement
      of article 14.1.3 of the Articles of Association that the consideration
      per Ordinary Share (on an as-converted basis) offered pursuant to the
      Offer be equal to or greater than the B Preference Share Conversion Price
      (as defined in the Articles of Association) multiplied by two.

2.16  The Purchaser shall be entitled to deduct and withhold from the
      consideration otherwise payable to any person (pursuant to this agreement,
      the Drag-Along Notice, the Exercise Proposal or otherwise) an amount equal
      to such amounts as it or the Company may be required to pay to any tax
      authority with respect to the making of such payment under any provision
      of Tax law. If the Purchaser so withholds amounts and duly accounts, or
      procures that the Company duly accounts, for such amounts to the
      appropriate Tax authority, such amounts shall be treated for all purposes
      as having been paid to the person in respect of which the Purchaser made
      such deduction and withholding.

3.    CONDITIONS

3.1   The obligations of the Purchaser are in all respects conditional upon
      those matters listed in Schedule 1 (Conditions to Completion).

                                       16
<PAGE>

3.2   The Sellers will each use all reasonable endeavours to fulfil or procure
      the fulfilment of the conditions listed at paragraphs 1 - 9 and 11 -14 of
      Schedule 1 (Conditions to Completion) and will notify the Purchaser
      immediately upon the satisfaction of such conditions.

3.3   The Purchaser will use all reasonable endeavours to fulfil or procure the
      fulfilment of the conditions listed at paragraphs 11 and 12 of Schedule 1
      (Conditions to Completion) and will notify the Sellers immediately upon
      satisfaction of such conditions.

3.4   The Purchaser may waive in whole or in part all or any of the conditions
      or extend the period in which the conditions are to be satisfied.

3.5   Each of the Sellers and the Purchaser undertake to disclose in writing to
      the other anything which will or is reasonably likely to prevent the
      conditions from being satisfied on the date initially set for Completion
      immediately it comes to the notice of any of them.

3.6   If:

      (A)   any fact which would prevent the conditions (other than the
            conditions at paragraph 10 or, as a result of the Purchaser's breach
            of clause 3.3, paragraphs 11 or 12 of Schedule 1 (Conditions to
            Completion)) from being satisfied on the date initially set for
            Completion (whether it does so because of any disclosure made under
            sub-clause 3.5 or not) comes to the knowledge of the Purchaser; or

      (B)   the conditions (other than the conditions at paragraph 10 or, as a
            result of the Purchaser's breach of clause 3.3, paragraphs 11 or 12
            of Schedule 1 (Conditions) are not fulfilled (notwithstanding the
            required reasonable endeavours in sub-clauses 3.2 and 3.3) or waived
            by the Purchaser on or before the date which is 30 days after the
            date of signature of this agreement.

      the Purchaser may terminate this agreement by notice in writing to the
      Sellers' Representative.

3.7   If the agreement is terminated in accordance with sub-clause 3.6, all
      obligations of the parties under this agreement shall end except for those
      expressly stated to continue without limit in time but (for the avoidance
      of doubt) all rights and liabilities of the parties which have accrued
      before termination shall continue to exist.

3.8   The Sellers and the Company agree to comply with the terms set out in the
      Exclusivity Letter during the period from the date of signing this
      agreement to the earlier of the Completion Date or the date of termination
      of this agreement pursuant to 3.6, as if the exclusive period defined in
      the Exclusivity Letter commenced on the date of signing this agreement and
      ended on the Completion Date or such earlier date of termination.

3.9   The Company agrees, and the Sellers agree to procure the Company, to
      co-operate and use reasonable endeavours to assign to the Purchaser the
      service agreement between TriNet Group, Inc and the Company dated on or
      about 1 October 2000 (as amended) and related agreements.

                                       17
<PAGE>

3.10  The Purchaser shall provide a notification to the German Federal Cartel
      Office immediately following signature of this agreement and shall use its
      best endeavours to procure the notification from the German Federal Cartel
      Office referred to in paragraph 10 of Schedule 1 (Conditions to
      Completion) on or before the date 30 days after the date of issue of the
      Drag-Along Notice and shall update the Sellers' Representative as to the
      progress of such notification on a regular basis.

4.    CONSIDERATION

4.1   The Purchase Price for the Sale Shares, the Drag-Along Shares and the
      Option Shares (whether payable pursuant to this agreement, the Drag-Along
      Notice, the Exercise Proposal or otherwise) shall be an amount in US
      Dollars equal to:

      (A)   US$225,000,000; less

      (B)   the Assumed Option Value as at the Completion Date; less

      (C)   the Transaction Expenses; less

      (D)   the amount of US$605,515 in respect of the Company Transaction
            Liabilities; less

      (E)   the Debt Repayment Amount set out in the Debt Certificate; plus

      (F)   the Exercise Value as at the Completion Date.

      For the purposes of this clause, any amounts expressed in Sterling shall
      be converted to US Dollars at the Applicable Rate.

4.2   The consideration for each Sale Share, Drag-Along Share and Option Share
      is the relevant Price per Share and shall be paid to each Seller and/or
      Minor Seller in respect of the Ordinary Shares and Preference Shares
      listed opposite their names in Part A and Part B of Schedule 7 (Ownership
      of the Securities) (subject, in the case of Option Shares, to compliance
      by the relevant Seller and/or Minor Seller (as relevant) with the
      obligations set out in clause 2.9(B) and return of a properly executed
      form of election as required by the Exercise Proposal).

4.3   The Purchase Price shall be calculated as at the close of business on the
      Business Day prior to the Completion Date.

4.4   Each Preference Shareholder acknowledges that payment of the relevant
      Price per Share by the Purchaser in accordance with paragraph 9 of
      Schedule 2 (Completion Arrangements) is in full and final settlement of
      any entitlement such Preference Shareholder may have pursuant to article
      5.2 of the Articles of Association.

5.    ESCROW

5.1   At Completion:

                                       18
<PAGE>

      (A)   all of the Sellers (or their attorneys) together with the attorneys
            of those Minor Sellers who hold Drag-Along Shares shall sign the
            Escrow Agreement and deliver it to the Escrow Agent;

      (B)   the Purchaser shall pay the Purchase Price less the Escrow Amount to
            the Sellers' Agent; and

      (C)   the Purchaser shall pay the remainder of the Purchase Price to the
            Escrow Agent for deposit into the Escrow Account.

5.2   In respect of clause 5.1(B) the Sellers and the Company will procure that
      the Sellers' Agent holds the part of the Purchase Price attributable to
      the Minor Sellers on trust and on behalf of such Minor Sellers and pay to
      such Minor Sellers the Price per Ordinary Share in respect of each
      Drag-Along Share within five Business Days following Completion and in
      relation to any Option Shares pay such amount as is due to them in
      accordance with the Exercise Proposal.

5.3   In respect of clause 5.1(C), each of the Sellers shall procure that, as
      set out in the Drag-Along Notice, the Minor Sellers who hold Draft-Along
      Shares shall agree to the withholding by the Purchaser of an amount
      equivalent to such part of the Escrow Amount as is attributable to the
      Drag-Along Shares and to the payment by the Purchaser of the amount so
      withheld into the Escrow Account so as to form part of the Escrow Amount.

5.4   Subject to the interests of the Purchaser therein and the restrictions set
      out in this agreement and the Escrow Agreement, the Sellers and the Minor
      Sellers (to the extent they hold Drag-Along Shares) shall be treated as
      the owner of the Escrow Amount. Any interest or other income earned
      thereon shall be owned by the Sellers and Minor Sellers (to the extent
      they hold Drag-Along Shares) and shall be released from the Escrow Account
      pursuant to the terms of the Escrow Agreement.

5.5   The Escrow Agent shall hold the Escrow Amount and all interest and other
      amounts earned thereon in escrow subject to the terms and conditions of
      the Escrow Agreement, and the distribution of any funds from the Escrow
      Account shall be governed by the terms and conditions of the Escrow
      Agreement.

5.6   Following payment to the Sellers' Agent in accordance with clause 5.1(B),
      the Purchaser shall not be concerned with the distribution of such amounts
      between the Sellers and the Minor Sellers and such payment shall be a
      complete and valid discharge in respect of the amount so paid.

6.    COMPLETION

6.1   Completion shall take place at 2 p.m. on the Completion Date at the
      offices of the Purchaser's Solicitors at One Bunhill Row, London EC1Y 8YY.

6.2   On or before the Completion Date, the Sellers shall do those things listed
      in Schedule 2 (Completion arrangements).

                                       19
<PAGE>

6.3   The Purchaser shall not be obliged to complete this agreement unless each
      Seller complies fully with the requirements of Schedule 2 (Completion
      arrangements) so far as they relate to the Seller in question.

6.4   The Purchaser shall not be obliged to complete the sale and purchase of
      any of the Sale Shares or the Drag-Along Shares unless the sale and
      purchase of all the Sale Shares and the Drag-Along Shares is completed
      simultaneously. This sub-clause shall not limit any other clause of this
      agreement and in particular clause 18 (Remedies and waivers).

6.5   If the obligations of the Sellers under sub-clause 6.2 and Schedule 2
      (Completion arrangements) are not complied with in a material manner on or
      prior to the Completion Date the Purchaser may:

      (A)   defer Completion (so that the provisions of this clause 6 shall
            apply to Completion as so deferred); or

      (B)   proceed to Completion as far as practicable (without limiting its
            rights under this agreement); or

      (C)   terminate this agreement by notice in writing to the Sellers'
            Representative.

6.6   If the agreement is terminated in accordance with sub-clause 6.5 in
      circumstances where any Seller has breached its obligations under
      sub-clause 6.2, all obligations of the parties under this agreement shall
      end except for those expressly stated to continue without limit in time
      but (for the avoidance of doubt) all rights and liabilities of parties
      which have accrued before termination shall continue to exist.

6.7   Payment by telegraphic transfer for the consideration per Sale Share and
      Drag-Along Share stated in clause 4.2 (Consideration) in accordance with
      paragraphs 9 and 10 of Schedule 2 (Completion arrangements) shall
      constitute payment of the consideration for the Shares and shall discharge
      the obligations of the Purchaser under clause 2 (Purchaser's Offer and
      Drag-Along) and the Purchaser shall not be concerned to see that the
      moneys transferred are applied in paying the Sellers or the Minor Sellers
      in accordance with their respective entitlements.

7.    WARRANTIES AND COVENANTS

7.1   Subject to the limitations and exclusions set out in clause 8 (Purchaser's
      remedies and Warrantors' limitations on liability) and Schedule 4
      (Exclusions and limitations on liability):

      (A)   in respect of the Title and Capacity Warranties, each of the Sellers
            warrants to the Purchaser; and

      (B)   in respect of the Warranties other than the Title and Capacity
            Warranties, each of the Management Warrantors warrants to the
            Purchaser,

                                       20
<PAGE>

      that the relevant Warranties given are accurate in all respects at the
      date of this agreement and that the Warranties will continue to be
      accurate in all material respects (and for these purposes any
      qualification of a Warranty by reference to materiality shall be
      disregarded) up to and including Completion as if repeated immediately
      before Completion by reference to the facts and circumstances subsisting
      at that date on the basis that any reference in the Warranties, whether
      express or implied, to the date of this agreement is substituted by a
      reference to the Completion Date.

7.2   The Warranties are qualified by matters fairly disclosed in the Disclosure
      Letter in the absence of any fraud or dishonesty on the part of any of the
      Warrantors or their agents or advisers.

7.3   The Warrantors accept that the Purchaser is entering into this agreement
      in reliance upon the terms of the Warranties made by the Warrantors.

7.4   The Purchaser acknowledges that:

      (A)   the Warranties are the only warranties of any kind given by or on
            behalf of the Warrantors on which the Purchaser may rely on entering
            this agreement; and

      (B)   it does not rely on and has not been induced to enter into this
            agreement on the basis of any warranties, representations,
            covenants, undertakings or any other statement whatsoever other than
            expressly set out in this agreement or the Tax Covenant.

7.5   Both before or at the time of Completion the Management Warrantors
      undertake to disclose in writing to the Purchaser anything which is a
      breach of any of the Warranties immediately it comes to the notice of any
      of them save for any matter which as at the date of this agreement has
      been notified by the Purchaser to the Management Warrantors.

7.6   The Warrantors undertake (if any claim is made against any of them in
      connection with the sale of the Sale Shares to the Purchaser) not to make
      any claim against any member of the Group or any director, employee or
      adviser of any member of the Group on whom any of them may have relied
      before agreeing to any terms of this agreement or of the Tax Covenant or
      authorising any statement in the Disclosure Letter, but so that this shall
      not preclude any Warrantor from claiming against any other Warrantor under
      any right of contribution or indemnity to which he may be entitled.

7.7   Subject to clause 8.13, each of the Warranties shall be construed as a
      separate and independent warranty and (except where expressly provided to
      the contrary) shall not be limited or restricted by reference to or
      inference from the terms of any other Warranty or any other term of this
      agreement.

7.8   If any deductions or withholdings are required by law to be made from any
      of the sums payable in respect of any breach of any of the Warranties by
      the Warrantors, the Warrantors shall be obliged to pay to the Purchaser
      such sum (to be satisfied exclusively from the Escrow Account) as will,
      after the deduction or withholding has

                                       21
<PAGE>

      been made, leave the Purchaser with the same amount as it would have been
      entitled to receive in the absence of any such requirement to make a
      deduction or withholding.

7.9   The only Warranties which shall apply in relation to:

      (A)   property matters shall be those set out in paragraphs 13, 24 and 30
            of Schedule 3 (Warranties);

      (B)   environmental matters shall be those set out in paragraph 25 of
            Schedule 3 (Warranties);

      (C)   Intellectual Property Rights and Information Technology matters
            shall be those set out in paragraphs 4, 7, 8, 9,11,13,18.2 - 18.6,
            22, 23, 26.16(B) and 26.17 of Schedule 3 (Warranties);

      (D)   employment matters shall be those set out in paragraphs 7, 8,
            9,11.1(F), 13, 18.2-18.4, 18.6,19, 22,23,26,29 and 41 of Schedule 3
            (Warranties): and

      (E)   tax matters shall be the Tax Warranties.

7.10  The Sellers shall use reasonable endeavours to obtain counterparts of the
      Domain Name Transfer duly executed by the registrant of the Domain Name on
      or before Completion.

8.    PURCHASER'S REMEDIES AND WARRANTORS' LIMITATIONS ON LIABILITY

8.1   No liability shall attach to the Warrantors in respect of claims under the
      Warranties if and to the extent that the exclusions and limitations set
      out in Schedule 4 (Exclusions and limitations on liability) apply, in the
      absence of any fraud or dishonesty on the part of any of the Warrantors or
      their agents or advisers.

8.2   The total aggregate liability in respect of the Warranties (other than the
      Title and Capacity Warranties) the Tax Covenant and clauses 8.8 to 8.12,
      including all legal and other costs and expenses, shall not in any event
      exceed the amount in the Escrow Account (excluding any accrued interest)
      from time to time.

8.3   (A)   If, between the time of this agreement and Completion, the Purchaser
            becomes aware (whether it does so by reason of any disclosure made
            under clause 7 (Warranties and covenants) or not) that there has
            been a breach of the Warranties, clause 10 (Conduct of business
            before Completion) or Schedule 6 (Conduct of business before
            Completion), the Purchaser may terminate this agreement provided
            such breach constitutes a Material Adverse Effect but otherwise
            shall not be entitled to terminate this agreement.

      (B)   If the agreement is terminated in accordance with sub-clause 8.3(A)
            all obligations of the Purchaser under this agreement shall end
            except for those expressly stated to continue without limit in time
            but (for the avoidance of doubt) all rights and liabilities of the
            parties which have accrued before termination shall continue to
            exist.

                                       22
<PAGE>

      (C)   For the avoidance of doubt but without limiting clause 18 (Remedies
            and waivers), the Purchaser's right to terminate this agreement in
            accordance with sub-clause 8.3(A) is not exclusive of any rights,
            powers and remedies provided by law.

8.4   If a right to terminate this agreement under clause 8.3(A) arises which
      the Purchaser does not exercise prior to Completion or if, following
      Completion, the Purchaser becomes aware (whether it does so by reason of
      any disclosure made pursuant to clause 7 (Warranties and covenants) or
      not) that there has been any breach of the Warranties, clause 10 (Conduct
      of business before Completion) or Schedule 6 (Conduct of business prior to
      Completion), the Purchaser shall not be entitled to terminate this
      agreement but shall be entitled to claim damages or exercise any other
      right, power or remedy under this agreement.

8.5   If the Sellers default in the payment when due of any sum payable under
      this agreement (whether determined by agreement or pursuant to an order of
      a court or otherwise), the liability of the Sellers shall be increased to
      include interest on such sum from the date when such payment is due until
      the date of actual payment (as well after as before judgment) at a rate
      per annum of four per cent, above the base rate from time to time of
      National Westminster Bank PLC. Such interest shall accrue from day to day
      and shall be compounded annually.

8.6   The parties acknowledge that any claim pursuant to this clause 8
      (Purchaser's remedies and Warrantors' limitations on liability) that is:

      (A)   notified in writing by the Purchaser to the Escrow Agent and no
            objection to such claim is delivered by the Sellers' Representative
            to the Escrow Agent within 15 Business Days after delivery of such
            notice, both in accordance with the Escrow Agreement;

      (B)   agreed between the Sellers' Representative and the Purchaser; or

      (C)   proven in a court of competent jurisdiction,

      (A "SETTLED CLAIM"),

      shall be satisfied out of the Escrow Account in accordance with the Escrow
      Agreement.

8.7   The Sellers other than the Management Warrantors acknowledge that,
      notwithstanding that they are not individually providing the Purchaser
      with warranties in terms of the Warranties other than the Title and
      Capacity Warranties, and that they are not parties to the Tax Covenant,
      the amount of the Purchase Price payable to them is subject to reduction
      pursuant to the operation of the Escrow Agreement by reference to the
      amount of any claim in respect of such Warranties or under the Tax
      Covenant that is a Settled Claim or any amount payable under clauses 8.8
      to 8.12.

8.8   The Sellers agree that if the Purchaser can demonstrate that the actual
      Debt Repayment Amount at the close of business on the Completion Date is
      greater than the Debt Repayment Amount set out in the Debt Certificate,
      then the Purchaser shall be

                                       23
<PAGE>

      entitled within the 30 days following Completion to withdraw from the
      Escrow Account an amount equal to the difference in those amounts in
      accordance with the Escrow Agreement. No rights of withdrawal will apply
      after the aforementioned thirty day period has elapsed.

8.9   The Sellers agree that if the actual amount of the Company Transaction
      Liabilities exceeds the amount deducted from the Purchase Price in respect
      thereof in clause 4.1(D) (Consideration), then the Purchaser shall be
      entitled to withdraw from the Escrow Account an amount equal to the
      difference in those amounts in accordance with the Escrow Agreement.

8.10  The Sellers agree that if the Options Proposals extend to a number of
      Vested Options, Accelerated Options or Unvested Options (excluding the New
      Options) greater in the aggregate than the numbers set out in Schedule 7
      (Ownership of the Securities) the Purchaser shall be entitled to withdraw
      from the Escrow Account an amount equal to:

      (A)   any costs arising to the Company or any member of the Purchaser's
            Group by reason of the Exercise Proposal being applicable to a
            greater number of Vested Options, Accelerated Options or Unvested
            Options than the number specified in Schedule 7 (Ownership of the
            Securities); plus

      (B)   any difference in what the Purchase Price would have been if
            calculated using the actual number of Vested Options, Accelerated
            Options or Unvested Options instead of the number specified in
            Schedule 7 (Ownership of the Securites).

8.11  The Sellers agree that the Purchaser shall be entitled to withdraw from
      the Escrow Account an amount equal to any sum due and payable by the
      Company or any of the Subsidiaries under the Altavista OEM Distribution
      Agreement dated 29 January 2001 (as amended) in respect of under paid
      royalties at the Completion Date.

8.12

      (A)   Subject to the following sub-clauses of this clause and clause 8.14,
            the Purchaser shall be entitled to withdraw from the Escrow Account
            an amount equal to 50 per cent, of any IPR Claim Liabilities.

      (B)   The Sellers shall procure that the Sellers' Representative shall
            provide the Escrow Agent with confirmations and/or instructions as
            requested by the Escrow Agent and/or the Purchaser from time to time
            in respect of any withdrawals requested by the Purchaser which are
            permitted in accordance with this clause 8.12.

      (C)   The Purchaser undertakes that it shall not withdraw any sums from
            the Escrow Account pursuant to sub-clause (A) unless prior to any
            such withdrawal it has incurred an obligation in respect of the IPR
            Claim Liabilities of an amount equal to twice the sum which it
            proposes to withdraw from the Escrow Account, and the Purchaser
            shall upon request from time to time by the Sellers' Representative
            promptly provide reasonable evidence that it has incurred any such
            sums.

                                       24
<PAGE>

      (D)   Following the first anniversary of the Completion Date and at and
            following such time as a determination by the Expert in accordance
            with clause 8.14 is received by the Purchaser and the Sellers'
            Representative (but not otherwise), the Purchaser shall, subject to
            sub-clause (C), be entitled to withdraw from the Escrow Account an
            amount representing 50 per cent, of the aggregate IPR Claim
            Liabilities it has incurred since the period from the first
            anniversary of the Completion Date, and thereafter 50 per cent, of
            any further IPR Claim Liabilities which are incurred by the
            Purchaser.

      (E)   To the extent that by reason of sums recovered by the Purchaser
            and/or any member of its Group from the person bringing the IPR
            Claim which are directly referable to that IPR Claim the amount
            actually contributed towards the IPR Claim Liabilities from the
            Escrow Account as a result of withdrawals by the Purchaser under
            this clause 8.12 exceeds 50 per cent of such IPR Claim Liabilities,
            the Purchaser shall procure that a payment is made promptly to the
            Seller's Agent on behalf of the Sellers and the Minor Sellers so
            that the aggregate amount contributed from the Escrow Amount does
            not exceed 50 per cent, of such IPR Claim Liabilities from time to
            time.

      (F)   For the avoidance of doubt neither clause 9 nor Schedule 4 shall
            apply to this clause 8.12.

8.13  Notwithstanding any other provision of this agreement and the Schedules to
      it, the Purchaser agrees that:

      (A)   it shall not be entitled to bring any claim for a breach of the
            Warranties or any of them to the extent that any such claim
            constitutes an IPR Claim; and

      (B)   the Sellers' sole liability and the Purchaser's sole remedy in
            respect of any IPR Claim shall be restricted to claims made pursuant
            to Clause 8.12 and not otherwise (save in the case of fraud on the
            part of any Seller) provided that the Purchaser shall remain
            entitled to terminate this agreement prior to Completion occurring
            if any IPR Claim should amount to a Material Adverse Effect.

8.14

      (A)   As soon as practicable following the notification by the Purchaser
            of an IPR Claim, the Purchaser and the Sellers' Representative shall
            meet (together with their respective counsel) with the intention of:

            (i)   agreeing upon procedures to establish an appropriate
                  proportion of the sum then held in the Escrow Account that
                  should, in accordance with the principles set out in this
                  clause, be retained in the Escrow Account following the first
                  anniversary of the Completion Date if the IPR Claim should not
                  by that time have given rise to a Settled Claim (the "RETAINED
                  AMOUNT");

            (ii)  subject to sub-clause (F), sharing information concerning the
                  IPR Claim;

                                       25
<PAGE>

            (iii) agreeing upon a law firm with expertise in the areas of law in
                  the jurisdiction relevant to the IPR Claim (an "EXPERT") who
                  shall, in the absence of agreement between the Purchaser and
                  the Sellers' Representative of the Retained Amount, be
                  instructed to advise the relevant members of the Purchaser's
                  Group and the Sellers' Representative jointly on the amount of
                  the Retained Amount.

      (B)   To the extent that at the first anniversary of the Completion Date:

            (i)   any IPR Claims have arisen that have not become Settled
                  Claims; and

            (ii)  the Purchaser and the Sellers' Representative have not agreed
                  the Retained Amount in respect of such IPR Claims,

            then, notwithstanding any other term of this agreement or the Escrow
            Agreement, no amount shall be released from the Escrow Account to
            either the Purchaser or the Sellers, the Purchaser shall cease to be
            entitled to withdraw sums from the Escrow Account in accordance with
            clause 8.12 pending determination of the applicable Retained Amount
            under this clause (after which point such right of withdrawal shall
            be as stated in clause 8.12(D)) and the Sellers' Representative
            shall be entitled to require that an Expert is instructed.

      (C)   The Expert shall be selected by the Purchaser, following
            consultation with the Sellers' Representative, within 10 Business
            Days of a request from the Sellers' Representative made on or after
            the first anniversary of the Completion Date.

      (D)   The terms of reference of the Expert shall be such as are agreed
            between the Purchaser and the Sellers' Representative (acting in
            good faith) but shall include that:

            (i)   the Expert should analyse the information available to the
                  Purchaser relating to each IPR Claim for which a Retained
                  Amount has not been agreed and seek the views of the Purchaser
                  and the Sellers' Representative (and their respective counsel)
                  on the merits of such IPR Claims;

            (ii)  the Expert, in light of the information available to him,
                  shall propose an amount that he believes should be reserved
                  from the Escrow Account on a reasonably prudent basis to meet
                  the IPR Claim Liabilities;

            (iii) the Expert shall act as an expert and not as an arbitrator and
                  his opinion of the quantum of the Retained Amount shall be
                  final and binding on the parties;

            (iv)  he shall be requested to provide his opinion as soon as
                  practicable following the date of his instruction and in any
                  event by no later than 90 Business Days following the date of
                  his instruction.

                                       26
<PAGE>

      (E)   Subject to sub-clause (F) below, the Purchaser shall procure that
            the Expert is provided promptly with all such information as he
            reasonably requests in relation to the IPR Claims which is available
            to the Purchaser or members of its Group and that the legal advisers
            to the relevant members of the Group co-operate with the Expert with
            respect to informing him of the status of and developments in
            respect of the IPR Claims.

      (F)   The procedures described in sub-clause (A)(i) to (iii) and the
            instructions to and terms of reference of the Expert set out in or
            established pursuant to this clause 8.14 shall not require the
            Purchaser or any member of its Group to disclose information to any
            person in circumstances where the privileged nature of such
            information may reasonably be concluded, on the basis of written
            legal advice obtained by the Purchaser from its external legal
            advisers, to be jeopardised. Where privilege may be so jeopardised,
            the Purchaser and the Sellers' Representative shall modify the
            process accordingly, whilst adhering as closely as possible to the
            principles established in this clause 8.14.

      (G)   The costs of the Expert shall be paid as to 50 per cent, out of the
            Escrow Account balance (and the Purchaser shall, and the Sellers
            shall procure that the Sellers' Representative shall, instruct the
            Escrow Agent to this effect) and as to 50 per cent, by the
            Purchaser.

8.15  Subject to clause 8.13, except as stated expressly in this clause, this
      clause and Schedule 4 (Limitations on liability) shall not limit any other
      clause of this agreement and in particular clause 18 (Remedies and
      waivers).

9.    NOTICE OF AND CONDUCT OF CLAIMS

9.1   If the Purchaser becomes aware of a matter which may give rise to any
      Claim or claim, action or demand against it or matter likely to give rise
      to any of these which may result in a Claim (other than a claim in respect
      of a breach of the Tax Warranties) (a "THIRD PARTY CLAIM"), the Purchaser
      shall as soon as reasonably practicable thereafter give notice thereof in
      writing to the Sellers' Representative, stating in reasonable detail the
      nature of the matter on a without prejudice basis, if practicable, the
      amount claimed, and the provisions of this agreement which the Purchaser
      alleges have been or may have been breached. The Purchaser shall give
      access to such books, records and personnel as the Sellers' Representative
      shall reasonably request.

9.2   If the Purchaser becomes aware of a Third Party Claim of which notice has
      been or may be given by the Purchaser under clause 9.1 the Purchaser
      shall, subject to being fully indemnified by the Sellers against all
      liabilities and reasonable costs incurred in doing so:

      (A)   take or procure such action to be taken as the Sellers'
            Representative shall reasonably request (having regard to the nature
            and size of the claim) to avoid, dispute, resist, appeal, compromise
            or defend such Third Party Claim or any adjudication in respect of a
            Third Party Claim;

                                       27
<PAGE>

      (B)   consult with the Sellers' Representative on all aspects of any
            proceedings in defence of a Third Party Claim;

      (C)   where the Sellers' Representative has confirmed that the matter
            giving rise to the Third Party Claim would be recoverable under the
            Warranties and the total amount of the Third Party Claim when
            aggregated with the amount of other claims notified exceeds the
            amount specified in paragraph 1 (A)(ii) of Schedule 4:

            (1)   not admit liability in respect of a Third Party Claim, nor
                  compromise, nor settle any proceedings in defence of a Third
                  Party Claim, without the written consent of the Sellers'
                  Representative (such consent not to be unreasonably withheld
                  or delayed); and

            (2)   ensure (or, as appropriate, shall co-operate to procure that
                  the Company shall ensure), at the request in writing of the
                  Sellers' Representative, that the Sellers are placed in a
                  position to take on or take over the conduct of all
                  proceedings and/or negotiations of whatsoever nature arising
                  in connection with the Third Party Claim in question and
                  provide (or, as appropriate, co-operate to procure that the
                  Company provides) such information and assistance as the
                  Sellers may reasonably require in connection with the
                  preparation for and conduct of such proceedings and/or
                  negotiations.

9.3   Nothing in sub-clause 9.1 or 9.2 shall restrict or limit the Purchaser's
      general obligation at law to mitigate a loss which it may incur as a
      result of a matter giving rise to a Claim.

9.4   Nothing in this clause 9 shall oblige the Purchaser or any member of the
      Purchaser's Group to take any steps or action or to procure or allow any
      steps or action to be taken that would be reasonably likely to have a
      prejudicial effect on any material corporate or business relationship, or
      on the business of the Purchaser's Group and the liability of the Sellers
      hereunder shall not be affected by any failure to mitigate loss resulting
      from any such determination made by the Purchaser in good faith.

10.   CONDUCT OF BUSINESS BEFORE COMPLETION

10.1  The Sellers will procure that, between the time of this agreement and
      Completion, each member of the Group will carry on business in the normal
      course and not do anything outside of the normal course without the
      consent in writing of the Purchaser (which shall not be unreasonably
      withheld). In particular, but without limitation, the matters listed in
      Schedule 6 (Conduct of business before Completion) shall require the prior
      consent in writing of the Purchaser.

10.2  The Purchaser acknowledges that the Company may satisfy all or any part of
      the Indebtedness on or before the Completion Date provided that the Net
      Working Capital of the Company does not fall below zero. The Sellers will
      procure that the Company will not do anything which will cause the Net
      Working Capital to fall below zero.

                                       28
<PAGE>

11.   SELLERS' REPRESENTATIVE AND SELLERS' AGENT

11.1  Each of the Sellers hereby agrees to appoint the Sellers' Representative,
      and the Sellers' Representative agrees to accept such appointment, as
      their respective attorney with full power and authority to act on their
      behalf (including by signing documents on their behalf) for all purposes
      and all circumstances contemplated by the Escrow Agreement and this
      agreement, including administering the rights of the Sellers under the
      Escrow Agreement and agreeing any Settled Claims in accordance with this
      agreement.

11.2  The Sellers hereby agree that the Sellers' Representative may enter into a
      written contract on terms to be agreed by them with the Sellers' Agent
      pursuant to which the Sellers' Agent may perform the functions
      contemplated by clause 2.9(A)(iv), clause 5.2 and certain other
      arrangements relating to the distribution of the Purchase Price and the
      Escrow Amount. If the written contract terminates for any reason prior to
      such functions being undertaken, the Sellers' Representative may enter
      into such other arrangements as he sees fit for the purposes of procuring
      that such activities are undertaken.

11.3  The Sellers' Representative shall have full authority to propose,
      negotiate and/or agree any modification to or variation of this agreement
      and the Escrow Agreement provided that any amendment to this agreement or
      the Escrow Agreement that may adversely affect the rights or obligations
      of any Seller under the Escrow Agreement shall require the prior written
      consent of such adversely affected Seller.

11.4  The Sellers' Representative shall use all reasonable efforts, based on
      contact information available to the Sellers' Representative, to keep the
      Sellers reasonably informed with respect to any claims against the Escrow
      Account. If at any time during the term of the Escrow Agreement the
      Sellers' Representative is likely to be absent from the United Kingdom for
      10 days or more, or otherwise is unable to act for any reason, he shall
      appoint an alternate by notice in writing to the Purchaser and to the
      Principal Sellers.

11.5  At any time during the term of the Escrow Agreement, the Sellers may
      appoint a new representative as the Sellers' Representative on 10 Business
      Days written notice to the new representative (copied to the Sellers'
      Representative) bearing the signatures of a majority of the Sellers.

11.6  If at any time the Sellers' Representative is unable or unwilling to act
      in his capacity as Sellers' Representative or resigns as Sellers'
      Representative, the Sellers may appoint a new representative as the
      Sellers' Representative on 10 Business Days written notice to the
      Purchaser (copied to the Sellers' Representative) bearing the signatures
      of a majority of the Sellers.

12.   RESTRICTIONS ON SELLERS' BUSINESS ACTIVITIES

12.1  Each of the persons listed in Part A of Schedule 9 (Accepting Employees)
      undertakes that he will not, either alone or in conjunction with or on
      behalf of any other person, do any of the following things:

                                       29
<PAGE>

      (A)   neither pending nor within two years after the Completion Date, be
            engaged or directly or indirectly interested in carrying on business
            within the United Kingdom, the United States and any other country
            in which the Company carries on business as at the date of this
            agreement in competition with the business of any member of the
            Group as it is carried on at the date of Completion. This clause
            shall not prevent the holding of shares in a listed company for
            investment purposes only where such person does not exercise,
            directly or indirectly, any management function in the company
            concerned or any material influence in that company, which shall be
            taken to be the case if the shares do not confer more than five per
            cent, of the votes which could normally be cast at a general meeting
            of the company;

      (B)   disclose to any other person or use any information which is
            Confidential Business Information for so long as that information
            remains Confidential Business Information;

      (C)   without limitation to the provisions of this clause, in relation to
            a business which is competitive or likely to be competitive with the
            business of any member of the Group as carried on at the Completion
            Date, use any trade or business name or distinctive mark, style or
            logo used by or in the business of any member of the Group at any
            time during the two years before Completion or anything intended or
            likely to be confused with it;

      (D)   neither pending nor within two years after Completion, solicit the
            custom, in relation to goods or services sold to any person by any
            member of the Group in the course of its business within the United
            Kingdom, the United States and any other country in which the
            Company carries on business as at the date of this agreement during
            the two years before the Completion Date, of that person in respect
            of similar goods or services within such countries;

      (E)   neither pending nor within two years after Completion, solicit or
            entice away from the employment of any member of the Group any
            person at present an employee of any member of the Group; and

      (F)   assist any other person to do any of the foregoing things.

12.2  Each undertaking contained in this clause 12 shall be construed as a
      separate undertaking and if one or more of the undertakings is held to be
      against the public interest or unlawful or in any way an unreasonable
      restraint of trade, the remaining undertakings shall continue to bind the
      persons listed in Part A of Schedule 9 (Accepting employees).

13.   INTELLECTUAL PROPERTY RIGHTS, BUSINESS INFORMATION AND DOMAIN NAMES

      Without prejudice to paragraph 22 of Schedule 3 (Warranties), in the event
      that any Seller:

      (A)   owns any Intellectual Property Rights;

                                       30
<PAGE>

      (B)   possesses any Business Information which a Group member does not
            possess; or

      (C)   holds a legal or beneficial interest in any internet domain name
            registration,

      which, in each case, have been used by any Group member, then the relevant
      Seller shall promptly notify the Purchaser of this fact in writing and
      promptly transfer such Intellectual Property Rights, deliver such Business
      Information or, as the case may be, procure the surrender or the transfer
      of such internet domain name(s) to the Purchaser or such person as the
      Purchaser may nominate for such purpose for nominal consideration.

14.   ACCESS, BOOKS AND RECORDS

      As from the date of this agreement, the Purchaser and any persons
      authorised by it, upon reasonable notice and subject to giving such
      undertaking as to confidentiality as the Sellers shall reasonably require,
      will be given full access to the premises and all the Books and Records
      and title deeds of the Group and the directors and employees of the Group
      and each member of the Group will be instructed to give promptly all
      information and explanations to the Purchaser or any such persons as they
      may request.

15.   EFFECT OF COMPLETION

      Any provision of this agreement and any other documents referred to in it
      which is capable of being performed after but which has not been performed
      at or before Completion and all Warranties and covenants to be performed
      after Completion as contained in or entered into pursuant to this
      agreement shall remain in full force and effect notwithstanding
      Completion.

16.   SEVERAL LIABILITY

      Without prejudice to the availability of the Escrow Amount to satisfy
      claims for breach of Warranty or under the Tax Covenant or pursuant to
      clauses 8.8 to 8.12 in accordance with the terms of this agreement and the
      Escrow Agreement, the obligations of the Sellers under this agreement
      shall be several and not joint.

17.   RELEASE OF SELLERS

      The Purchaser may release, or compromise the liability of, any Seller or
      grant time or other indulgence to any Seller without releasing or reducing
      the liability of any other Seller.

18.   REMEDIES AND WAIVERS

18.1  No delay or omission by any party to this agreement in exercising any
      right, power or remedy provided by law or under this agreement or any
      other documents referred to in it shall:

      (A)   affect that right, power or remedy; or

                                       31
<PAGE>

      (B)   operate as a waiver thereof.

18.2  The single or partial exercise of any right, power or remedy provided by
      law or under this agreement shall not preclude any other or further
      exercise of it or the exercise of any other right, power or remedy.

18.3  The rights, powers and remedies provided in this agreement are cumulative
      and not exclusive of any rights, powers and remedies provided by law.

19.   ASSIGNMENT

      The Purchaser may at any time assign all or any part of the benefit of, or
      its rights or benefits under, this agreement and any agreements referred
      to in clause 21 (Entire agreement) to a subsidiary or holding company of
      the Purchaser or any subsidiary of such a holding company.

20.   FURTHER ASSURANCE

20.1  Each of the Sellers shall from time to time at its own cost, on being
      required to do so by the Purchaser, now or at any time in the future, do
      or procure the doing of all such acts and/or execute or procure the
      execution of all documents in a form satisfactory to the Purchaser which
      is necessary for giving full effect to this agreement.

20.2  The Purchaser shall from time to time at its own cost, on being required
      to do so by any of the Sellers or the Sellers' Representative, now or at
      any time in the future, do or procure the doing of all such acts and/or
      execute or procure the execution of all documents in a form satisfactory
      to such requesting person which is necessary for giving full effect to
      this agreement.

21.   ENTIRE AGREEMENT

21.1  This agreement, the Tax Covenant, the Disclosure Letter and any other
      documents referred to in this agreement (the "SHARE PURCHASE DOCUMENTS")
      constitute the whole and only agreement between the parties relating to
      the sale and purchase of the Shares.

21.2  Except in the case of fraud, no party shall have any right of action
      against any other party to this agreement arising out of or in connection
      with any draft, agreement, undertaking, representation, warranty, promise,
      assurance or arrangement of any nature whatsoever, whether or not in
      writing, relating to the subject matter of the Share Purchase Documents
      made or given by any person at any time prior to the date of this
      agreement except to the extent that it is repeated in the Share Purchase
      Documents.

21.3  This agreement may only be varied in writing signed by each of the
      parties.

                                       32
<PAGE>

22.   NOTICES

22.1  Except where expressly stated otherwise, notice under this agreement shall
      only be effective if it is in writing. Faxes, writing on the screen of a
      visual display unit and e-mail are permitted.

22.2  Notices under this agreement shall be sent to a party at its address or
      number and for the attention of the individual set out below:

<TABLE>
<CAPTION>
Party and title of
    individual                                Address
------------------                      -----------------
<S>                                     <C>
Purchaser                               350 Ellis Street
                                        Mountain View
                                        CA 94043
                                        Delaware
                                        Attention: General
                                        Counsel

Principal Sellers                       c/- Sellers'
                                        Representative

Nigel Dutt                              Wokingham
                                        Berkshire

Michael Hedger                          Newbury
                                        Berkshire

Mark Rowlinson                          Wilmcote
                                        Stratford upon Avon

Company                                 155 Wharfedale
                                        Road
                                        Winnersh Triangle
                                        Wokingham
                                        Berkshire
                                        RG41 5RB
                                        Attention: Chief
                                        Executive
</TABLE>

                                       33
<PAGE>

      Provided that a party may change its notice details on giving notice to
      the other party of the change in accordance with this clause.

22.3  Any notice given under this agreement shall, in the absence of earlier
      receipt, be deemed to have been duly given as follows:

      (A)   if delivered personally, on delivery;

      (B)   if sent by first class post, two clear Business Days after the date
            of posting; and

      (C)   if sent by facsimile or e-mail, when despatched.

22.4  Any notice given under this agreement outside Working Hours in the place
      to which it is addressed shall be deemed not to have been given until the
      start of the next period of Working Hours in such place.

22.5  The provisions of this clause shall not apply in relation to the service
      of Service Documents.

23.   ANNOUNCEMENTS

23.1  Other than as provided for in this agreement, no announcement concerning
      the sale of the Shares or any ancillary matter shall be made by the
      Sellers without the prior written approval of the Purchaser. This
      sub-clause does not apply in the circumstances described in sub-clause
      23.2.

23.2  The Sellers may after consultation with the other party, make an
      announcement concerning the sale of the Shares or any ancillary matter if
      required by:

      (A)   law;

      (B)   existing contractual obligations; or

      (C)   any securities exchange or regulatory or governmental body to which
            that party is subject, wherever situated, including (amongst other
            bodies) the US Securities Exchange Commission whether or not the
            requirement has the force of law.

23.3  The restrictions contained in this clause shall apply without limit in
      time.

24.   CONFIDENTIALITY

24.1  Each party shall treat as confidential all information obtained as a
      result of entering into or performing this agreement which relates to:

      (A)   the provisions of this agreement;

      (B)   the negotiations relating to this agreement;

                                       34
<PAGE>

      (C)   the subject matter of this agreement; or

      (D)   the other party.

24.2  Notwithstanding the other provisions of this clause, any party may
      disclose confidential information:

      (A)   if and to the extent required by law or for the purpose of any
            judicial proceedings;

      (B)   if and to the extent required by existing contractual obligations;

      (C)   if and to the extent required by any securities exchange or
            regulatory or governmental body to which that party is subject
            wherever situated, including (amongst other bodies) the US
            Securities Exchange Commission, whether or not the requirement for
            information has the force of law;

      (D)   if and to the extent required to vest the full benefit of this
            agreement in that party;

      (E)   to its professional advisers, partners, auditors and bankers;

      (F)   if and to the extent the information has come into the public domain
            through no fault of that party; or

      (G)   if and to the extent the other party has given prior written consent
            to the disclosure.

      Any information to be disclosed pursuant to sub-clauses (A), (B) or (C)
      shall be disclosed only after notice to the other parties.

24.3  The restrictions contained in this clause shall apply without limit in
      time.

24.4  Nothing in this agreement shall condition or restrict the use of any
      Business Information proprietary to or in the possession of any Group
      member by the Purchaser, any Group member or such other persons as the
      Purchaser or any Group member may authorise to use such Business
      Information from time to time.

25.   COSTS AND EXPENSES

25.1  Except as otherwise stated in sub-clause 25.3 and any other provision of
      this agreement, each party shall pay its own costs and expenses in
      relation to the negotiations leading up to the sale and purchase of the
      Shares and the preparation, execution and carrying into effect of this
      agreement and all other documents referred to in it.

25.2  Other than in connection with fees incurred by the Company in connection
      with the establishment of the online data room by Merrill Data Corporation
      (which shall not exceed L 20,000 (inclusive of amounts equal to any
      applicable VAT), the Sellers confirm

                                       35
<PAGE>

      that no expense of whatever nature relating to the sale and purchase of
      the Shares has been or is to be borne by any member of the Group and
      undertake to the Purchaser to pay to the Purchaser the full amount of any
      invoices presented to the Company in relation to fees incurred by any
      member of the Group notwithstanding this confirmation.

25.3  At Completion the Purchaser agrees to pay to the Sellers' Agent an amount
      equal to the Sellers' aggregate reasonably documented costs and expenses
      together with all financial advisers, financial sponsors, legal counsel
      and other advisers fees incurred up to a maximum of an amount equal to
      99.5 per cent, of the sum of US$ 3,375,000 plus the Transaction Expenses.
      This payment (up to the aforementioned maximum threshold) shall include
      any and all fees and expenses of Credit Suisse First Boston (Europe)
      Limited and the Sellers' Solicitors arising in connection with the
      Transaction.

26.   COUNTERPARTS

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

26.2  Each counterpart shall constitute an original of this agreement, but all
      the counterparts shall together constitute but one and the same
      instrument.

27.   CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

      The parties to this agreement do not intend that any term of this
      agreement should be enforceable, by virtue of the Contracts (Rights of
      Third Parties) Act 1999, by any person who is not a party to this
      agreement.

28.   CHOICE OF GOVERNING LAW

      This agreement is to be governed by and construed in accordance with
      English law.

29.   JURISDICTION

29.1  Subject to clause 8.14, the courts of England are to have jurisdiction to
      settle any dispute arising out of or in connection with this agreement.
      Any Proceedings may be brought in the English courts.

29.2  This jurisdiction agreement is for the benefit of the Purchaser. The
      Purchaser is therefore to retain the right to bring Proceedings in any
      court which has jurisdiction other than by virtue of this jurisdiction
      agreement. The Sellers have the right to bring Proceedings only in the
      courts of England and not in any other courts.

29.3  This clause shall not limit the right of the Purchaser to bring
      Proceedings, to the extent permitted by law, in the courts of more than
      one jurisdiction at the same time.

29.4  The Sellers waive (and agree not to raise) any objection, on the ground of
      forum non conveniens or on any other ground, to the taking of Proceedings
      by the Purchaser in any court in accordance with this clause. Each party
      also agrees that a judgment

                                       36
<PAGE>

      against it in Proceedings brought in any jurisdiction in accordance with
      this clause shall be conclusive and binding upon it and may be enforced in
      any other jurisdiction.

29.5  Each party irrevocably submits and agrees to submit to the jurisdiction of
      the English courts and of any other court in which Proceedings may be
      brought in accordance with this clause.

30.   AGENT FOR SERVICE

30.1  The Purchaser irrevocably appoints Veritas Software Limited of 350 Brook
      Drive, Green Park, Reading, Berkshire RG2 6UH, United Kingdom to be its
      agent for the receipt of service of process in England. It agrees that any
      Service Document may be effectively served on it in connection with
      Proceedings in England and Wales by service on its agent.

30.2  Any Service Document shall be deemed to have been duly served if marked
      for the attention of the Managing Director, Veritas Software Limited at
      350 Brook Drive, Green Park, Reading, Berkshire RG2 6UH, United Kingdom or
      such other address within England and Wales as may be notified to the
      party wishing to serve the Document and:

      (A)   left at the specified address; or

      (B)   sent to the specified address by first class post.

      In the case of (A), the Service Document will be deemed to have been duly
      served when it is left. In the case of (B), the Service Document shall be
      deemed to have been duly served two clear Business Days after the date of
      posting.

30.3  If the agent at any time ceases for any reason to act as such, the
      Purchaser shall appoint a replacement agent having an address for service
      in England or Wales and shall notify the Sellers of the name and address
      of the replacement agent. Failing such appointment and notification, the
      Sellers shall be entitled by notice to the Purchaser to appoint a
      replacement agent to act on the Purchaser's behalf. The provisions of this
      clause applying to service on an agent apply equally to service on a
      replacement agent.

30.4  A copy of any Service Document served on an agent shall be sent by post to
      the Purchaser. Failure or delay in so doing shall not prejudice the
      effectiveness of service of the Service Document.

30.5  "SERVICE DOCUMENT" means a claim form, order or judgment issued out of the
      courts of England and Wales/document relating to or in connection with any
      Proceedings.

                                       37
<PAGE>

EXECUTED by the parties:

Signed by                                 )
DEREK ALLAN                               )  /s/ Nigel Dutt*

Signed by                                 )
ANDREW BARNES                             )  /s/ Nigel Dutt*

Signed by                                 )
EILEEN CHRISTIE                           )  /s/ Eileen Christie

Signed by                                 )
NIGEL DUTT                                )  /s/ Nigel Dutt

FINANCIAL TECHNOLOGY                      )
VENTURES LP acting by its                 )
General Partner                           )  /s/ Signature Illegible
FINANCIAL TECHNOLOGY                      )
MANAGEMENT LLC                            )

Signed for and on behalf of               )
FINANCIAL TECHNOLOGY VENTURES             )
(Q) LP acting by its General Partner      )  /s/ Signature Illegible
FINANCIAL TECHNOLOGY                      )
MANAGEMENT LLC                            )

Signed for and on behalf of               )
FINANCIAL TECHNOLOGY VENTURES             )  /s/ Signature Illegible
II LP acting by its General Partner       )
FINANCIAL TECHNOLOGY MANAGEMENT II LLC    )

Signed for and on behalf of               )
FINANCIAL TECHNOLOGY VENTURES             )  /s/ Signature Illegible
II (Q) LP acting by its General Partner   )
FINANCIAL TECHNOLOGY MANAGEMENT II LLC    )

Signed by                                 )  /s/ Edward Forwood
EDWARD FORWOOD                            )
<PAGE>

Signed for and on behalf of               )
GREENWOOD NOMINEES LIMITED                )        /s/ Signature Illegible
ACCOUNT CNEAF                             )

Signed by                                 )        /s/ Nigel Dutt*
MICHAEL HEDGER                            )

Signed for and on behalf of               )
INDEX VENTURES II (JERSEY) LP             )
acting by its General Partner             )        /s/ Daniel H. Rimer
INDEX VENTURE ASSOCIATES                  )
II LIMITED                                )

Signed for and on behalf of               )
INDEX VENTURES II GMBH & CO KG            )        /s/ Daniel H. Rimer
acting by its Special Limited Partner     )

Signed for and on behalf of               )
INDEX VENTURE (SLP) II LIMITED (JERSEY)   )
INDEX VENTURES II (DELAWARE) LP           )        /s/ Daniel H. Rimer
acting by its General Partner             )
INDEX VENTURE ASSOCIATES                  )
II LIMITED                                )

Signed for and on behalf of               )
INDEX VENTURES II PARALLEL                )
ENTREPRENEUR FUND (JERSEY-A) LP           )        /s/ Daniel H. Rimer
acting by its General Partner             )
INDEX VENTURE ASSOCIATES                  )
II LIMITED                                )

Signed for and on behalf of               )
INDEX VENTURES II PARALLEL                )
ENTREPRENEUR FUND (JERSEY-B) LP           )        /s/ Daniel H. Rimer
acting by its General Manager             )
INDEX VENTURE ASSOCIATES                  )
II LIMITED                                )

Signed for and on behalf of               )        /s/ Daniel H. Rimer
INDEX VENTURE MANAGEMENT SA               )

Signed by                                 )
PAUL JACKSON                              )

Signed by                                 )
LEHMAN BROTHERS HOLDINGS PLC              )       /s/ Illegible - Director

Signed for and on behalf of               )
LEHMAN BROTHERS EUROPEAN                  )
VENTURE CAPITAL, LP,                      )       /s/ Fred Steinberg
acting by its General Partner             )
LB OFFSHORE PARTNERS LIMITED              )
acting by MURAT ERKURT                    )

Signed for and on behalf of               )
LEHMAN BROTHERS PARTNERSHIP               )
ACCOUNT 2000/2001, LP,                    )
acting by its General Partner             )       /s/ Fred Steinberg
LBI GROUP INC.                            )
acting by MURAT ERKURT                    )

Signed for and on behalf of               )
LEHMAN BROTHERS OFFSHORE                  )
PARTNERSHIP ACCOUNT 2000/2001, LP,        )       /s/ Fred Steinberg
acting by its General Partner             )
LB OFFSHORE PARTNERS LIMITED              )
acting by MURAT ERKURT                    )

Signed by M-J                             )       /s/ Nigel Dutt*
TECHNOLOGIES LIMITED                      )

Signed by                                 )       /s/ Nigel Dutt*
HUGH McCARTNEY                            )

Signed by                                 )
MORRIS NEXTGEN LLC                        )       /s/ Nigel Dutt*
by its duly authorised officer            )

Signed by MOSAIC                          )
PRIVATE EQUITY (I) LTD                    )
acting by its sole director               )       /s/ Nigel Dutt*
MOSAIC CAPITAL MANAGEMENT                 )
LTD acting by                             )



<PAGE>

Signed by                                 )  /s/ Nigel Dutt*
MOSAIC PRIVATE EQUITY (II)                )
LIMITED                                   )

Signed by                                 )  /s/ Nigel Dutt*
PETER PARKER                              )

Signed by                                 )  /s/ Nigel Dutt*
MARK ROWLINSON                            )

Signed by                                 )  /s/ Nigel Dutt*
MARY KAY ROBERTO                          )

Signed for and on behalf of               )
VERITAS SOFTWARE                          )   /s/ Gary Bloom, its President, CEO
CORPORATION                               )   and chairman of the Board

Signed by                                 )   /s/ Nigel Dutt
KVAULT SOFTWARE LIMITED)


Signed by                                 )    /s/ Signature Illegible
KEITH MUNT                                )


*By power of attorney
<PAGE>


List of Omitted Schedules to the Share Purchase Agreement:

Schedule 1: Conditions to Completion
Schedule 2: Completion Arrangements
Schedule 4: Exclusions and Limitations on Liability
Schedule 5: Tax Covenant
Schedule 6: Conduct of Business Before Completion
Schedule 7: Ownership of the Securities
Schedule 8: Calculation of Purchase Price
Schedule 9: Accepting Employees
Schedule 10: Property
Schedule 11: Form of Drag-Along Notice
Schedule 12: Debt Certificate
Schedule 13: Escrow Agreement
Schedule 14: Basic Information About the Company
Schedule 15: Basic Information About the Subsidiaries
Schedule 16: Option Proposals Letter
Schedule 17: Proprietary Software





<PAGE>

                                   SCHEDULE 3
                                  (WARRANTIES)

1.    OWNERSHIP OF THE SHARES

1.1   Each of the Sellers is the sole beneficial owner of the Preference Shares
      and the Ordinary Shares set opposite his name in section (i) of Part A of
      Schedule 7 (Ownership of the Shares).

1.2   There is no option, right to acquire, mortgage, charge, pledge, lien or
      other form of security or encumbrance or equity on, over or affecting the
      Sale Shares or any of them and there is no agreement or commitment to give
      or create any and no claim has been received by any Sellers from any
      person to be entitled to any.

2.    CAPACITY OF THE SELLERS

2.1   Each Seller has the requisite capacity, power and authority to enter into
      and perform its obligations under this agreement and to execute, deliver
      and perform any obligations it may have under each document to be
      delivered by that Seller at Completion.

2.2   The obligations of each Seller under this agreement constitute, and the
      obligations of each Seller under each document to be delivered by that
      Seller at Completion will when delivered constitute, binding obligations
      of that Seller in accordance with their respective terms.

2.3   The execution and delivery of, and the performance by each Seller of its
      obligations under, this agreement and each document to be delivered by
      that Seller at Completion will not:

      (A)   result in a breach of any provision of the memorandum or articles of
            association of any Seller that is a body corporate; or

      (B)   result in a breach of, or constitute a default under, any instrument
            by which any Seller is bound; or

      (C)   result in a breach of any order, judgment or decree of any court or
            governmental agency by which any Seller is bound; or

      (D)   require the consent of the shareholders of any Seller that is a body
            corporate, or the shareholders of the Company or of any other
            person.

3.    GROUP STRUCTURE AND CORPORATE MATTERS

3.1   The Sale Shares and the Drag Shares are all the issued shares in the
      capital of the Company at the date of this agreement and other than as set
      out in sections (ii) and (iii) of Part A and sections (ii), (iii) and (iv)
      of Part B of Schedule 7 (Ownership of the Securities) there are no options
      over any shares in the Company or any Subsidiary.

                                       43
<PAGE>

3.2   The Vested Options, Unvested Options and Accelerated Options granted under
      the Option Schemes are the only options to subscribe for Ordinary Shares
      that have been granted by the Company or any Subsidiary.

3.3   The Shares and all shares held by any member of the Group in any other
      member of the Group have been validly issued and allotted and are fully
      paid up and each allotted share in each Subsidiary is beneficially owned
      by the Company.

3.4   There is no agreement or commitment outstanding which calls for the
      allotment, issue or transfer of, or accords to any person the right to
      call for the allotment, issue or transfer of, any shares (including the
      Shares) or debentures in or securities of any member of the Group.

3.5   Other than as set out in the articles of association of each member of the
      Group, none of the Shares nor any shares held by any member of the Group
      in any other member of the Group are subject to any rights of pre-emption
      or restrictions on transfer.

3.6   In the period from 16 July 2004 to the date of signature of this
      agreement, no steps have been taken to accelerate any of the Vested
      Options or Unvested Options.

3.7   The Company has not:

      (A)   repaid or redeemed or agreed to repay or redeem any shares of any
            class of its share capital or otherwise reduced or agreed to reduce
            any class of its issued share capital or purchased any of its own
            shares or carried out any transaction having the effect of a
            reduction of capital; or

      (B)   made, or resolved or agreed to make, any issue of shares or other
            securities by way of capitalisation of profits or reserves,

      and no adjustment has been, or has fallen due to be, made to the
      conversion price of the Preference Shares pursuant to clause 6 of the
      Articles of Association.

3.8   The execution and delivery of, and the performance by each Seller and/or
      the Company of its obligations under, this agreement and each document to
      be delivered by that Seller and/or the Company at Completion will not:

      (A)   result in a breach of any provision of the memorandum or articles of
            association of any member of the Group;

      (B)   result in a breach of, or constitute a default under, any instrument
            by which any member of the Group is bound;

      (C)   result in a breach of any order, judgment or decree of any court or
            governmental agency by which any member of the Group is bound; or

      (D)   require the consent of or any waiver or action by the shareholders
            of the Company or of any other person.

                                       44
<PAGE>

3.9   Each member of the Group (other than the Company) of which basic
      information is given in Schedule 15 (Basic information about the
      Subsidiaries) is a wholly-owned subsidiary of the Company and its results
      are consolidated in the consolidated financial statements which form part
      of the Accounts.

3.10  Schedule 15 (Basic information about the Subsidiaries) lists all the
      Subsidiaries of the Company and no member of the Group has any interest in
      any other body corporate, unincorporated body, undertaking or association
      which is not a member of the Group and so listed.

3.11  There is no option, right to acquire, mortgage, pledge, charge, lien or
      other form of security or encumbrance or equity on, over or affecting the
      shares in any Subsidiary or any of them and there is no agreement or
      commitment to give or create any and no claim has been made by any person
      to be entitled to any.

3.12  XYZ KVS Inc. and KVS Software Ltd are not trading companies.

3.13  The copies of the memorandum and articles of association of each member of
      the Group which are attached to the Disclosure Letter are complete and
      accurate in all respects, have attached to them copies of all resolutions
      and other documents required by law to be so attached and fully set out
      the rights and restrictions attaching to each class of share capital of
      the member of the Group to which they relate.

3.14  The statutory books (including all registers and minute books) of each
      member of the Group have been properly kept and contain in all material
      respects an accurate record of the matters which are required to be dealt
      with in those books and no notice or written allegation that any of them
      is incorrect or should be rectified has been received.

3.15  All documents which are required to be delivered by any member of the
      Group to the Registrar of Companies have been properly so delivered.

3.16  No member of the Group has any branch, agency, place of business or
      permanent establishment outside the United Kingdom, the United States,
      France, Australia, the Netherlands, Denmark and Germany.

3.17  The Company is duly qualified to carry on business in all jurisdictions in
      which it carries on business.

3.18  There are no powers of attorney granted by any member of the Group which
      are still in force, and no person as agent or otherwise, is entitled or
      authorised to bind or commit the Company (other than its directors or
      officers).

4.    COMPLIANCE WITH LAWS

      Each member of the Group complies, and has since its incorporation
      complied, in all material respects with all applicable laws and
      regulations (excluding laws and regulations pertaining to Intellectual
      Property Rights).

                                       45
<PAGE>

5.    TRANSACTION COSTS AND TRANSACTION LIABILITIES

5.1   The Company has not incurred any obligation to pay any costs and expenses
      in relation to the negotiations leading up to the sale and purchase of the
      Shares and the preparation, execution and carrying into effect of this
      agreement and all other documents referred to in it.

5.2   Details of all Company Transaction Liabilities to the extent that these
      have been disclosed or invoiced to the Company are set out in the
      Disclosure Letter.

6.    ACCURACY OF INFORMATION

6.1   The factual information set out in section (i), Part A and section (i),
      Part B of Schedule 7 (Ownership of the Securities) and Schedules 10
      (Property), 14 (Basic information about the Company) and 15 (Basic
      information about the Subsidiaries) is true and accurate in all respects.

7.    ACCOUNTS

7.1   The Accounts:

      (A)   were prepared in accordance with applicable law and accounting
            principles and practices generally accepted in the United Kingdom at
            the time they were audited;

      (B)   subject to paragraph (A), were prepared on the same basis and in
            accordance with the same accounting principles and practices,
            consistently applied, as the audited financial statements for the
            previous financial period; and

      (C)   show a true and fair view of the state of affairs of the members of
            the Group to which they relate, and of the Group as a whole at each
            accounting reference date to which the Accounts relate and of the
            profits or losses of the members of the Group to which they relate,
            and of the Group as a whole for each accounting period to which the
            Accounts relate.

7.2   At the Accounts Date no member of the Group had any liability (whether
      actual, contingent, unquatified or disputed) or outstanding capital
      commitment which is not adequately disclosed or provided for in the
      Accounts.

7.3   Neither the profits nor the financial position of any member of the Group
      has since incorporation been adversely affected by any contract or
      arrangement between any member of the Group and any Seller which was not
      of an entirely arm's length nature;

8.    THE MANAGEMENT ACCOUNTS

8.1   The Management Accounts were prepared on the same basis and in accordance
      with the same accounting principles and practices, consistently applied,
      as the Accounts.

                                       46
<PAGE>

8.2   The Management Accounts show a reasonable representation of the state of
      affairs of members of the Group to which they relate at each date to which
      they relate and of the profits or losses of the members of the Group to
      which they relate for each accounting period to which they relate,
      provided always that it is acknowledged by the Purchaser that the
      Management Accounts have not been audited.

9.    ACCOUNTING RECORDS

      The accounting records of each member of the Group have been kept on a
      proper and consistent basis (save as required by local law or applicable
      accounting principles and practice generally applicable in the United
      Kingdom at the relevant time, no material change in the methods or bases
      of valuation or accountancy treatment having been made for at least six
      years prior to the Accounts Date or since), are up-to-date and in all
      material respects contain accurate details of the business activities of
      the member of the Group concerned and of all matters required by the
      Companies Acts to be entered in them.

10.   EVENTS SINCE THE ACCOUNTS DATE

10.1  Since the Accounts Date:

      (A)   there has been no material adverse change in the financial or
            trading position or prospects of any member of the Group and so far
            as each of the Management Warrantors is aware no circumstance has
            arisen which gives rise to any such change;

      (B)   the business of each member of the Group has been carried on in the
            ordinary and usual course and no onerous contract has been entered
            into by any member of the Group;

      (C)   no asset has been acquired or disposed of on capital account which
            is material to the Group or has been agreed to be acquired or
            disposed of and no contract involving expenditure by it on capital
            account in excess of L 10,000 has been entered into by any member of
            the Group;

      (D)   no debts or other receivables of any member of the Group have been
            factored or sold or agreed to be sold;

      (E)   no member of the Group has offered price reductions or discounts or
            allowances on services which is reasonably likely to have a material
            effect on its profitability or otherwise offered such services on
            terms materially less beneficial to the Group Member than usual in
            the period prior to the Accounts Date;

      (F)   there has been no change in the interest of the Group in any other
            member of the Group;

                                       47
<PAGE>

      (G)   no resolution in general meeting or written resolution of
            shareholders of any member of the Group has been passed other than
            resolutions relating to the routine business of annual general
            meetings; and

      (H)   no change in the accounting reference period of any member of the
            Group has been made.

10.2  All book debts shown in the Accounts have been realised for an aggregate
      sum not being less than that shown in the Accounts and so far as each of
      the Management Warrantors is aware no indication has been received that
      any debt now owing to any member of the Group is bad or doubtful.

11.   CONTRACTS AND COMMITMENTS

11.1  No member of the Group is a party to nor does it have or has any liability
      (present or future) under:

      (A)   any guarantee, indemnity (other than those given in connection with
            infringement of Intellectual Property Rights), surety relationship
            or letter of credit (other than as described in paragraph 15 of this
            Schedule 3);

      (B)   other than in connection with the Properties, any contract for rent,
            lease, hire, hire purchase, credit sale, conditional sale or
            purchase by instalments calling for payments in excess of
            L 2,500 per annum;

      (C)   any agency, distributorship or management agreement in relation to
            which revenues, commissions or expenses are in excess of
            L 10,000 per annum;

      (D)   any contract or arrangement which, restricts its freedom to carry on
            its business in any part of the world in such manner as it may think
            fit or the ability to transfer the whole or any part of its
            business;

      (E)   any joint venture agreement or arrangement, partnership rights or
            obligations or any other similar agreement or arrangement;

      (F)   any contract or arrangement which relates to matters outside the
            ordinary business of that member of the Group;

      (G)   any contract or arrangement in which any director of any member of
            the Group or any person connected with any such director is
            interested, either directly or indirectly, but excluding any
            contract or arrangement relating to either the terms upon which such
            director is employed or to Vested Options, Accelerated Options and
            Unvested Options;

      (H)   any contract or arrangement (other than a contract relating to
            Intellectual Property Rights) which cannot be terminated by that
            member on three months' notice or less without payment of
            compensation of any special fees; or

                                       48
<PAGE>

      (I)   any contract or arrangement which according to its terms can be
            terminated in the event of any change in the underlying ownership or
            control of that member, or where the terms of such contract or
            arrangement provide for a material amendment in terms upon such
            change.

11.2  So far as each of the Management Warrantors is aware no member of the
      Group is under any obligation, nor is any of them a party to any contract,
      which is material and cannot readily be fulfilled or performed by it on
      time and without undue or unusual expenditure of money or effort.

11.3  Copies of each agreement, document or other material evidencing,
      summarising or otherwise containing the terms and conditions of any
      material rights or obligations of any member of the Group, any contracts
      or arrangements which are of a material value the Group in terms of
      expenditure or revenue expectations and any contracts that are of
      fundamental importance to the activities of any member of the Group are
      attached to the Disclosure Letter.

11.4  Except as disclosed in the Disclosure Letter, no member of the Group has
      given any guarantee, indemnity, warranty, or made any representation
      (including by way of side letter or ancillary agreement), in respect of
      goods or services supplied or contracted to be supplied by it or accepted
      any liability or obligation that would apply after any such goods or
      services had been supplied by it, including without limitation, in respect
      of the functionality or future functionality of any products or services.

11.5  So far as each of the Management Warrantors is aware there is no breach,
      invalidity, or grounds for determination, rescission, avoidance or
      repudiation of any contract to which any member of the Group is a party
      and no notice has been received by any member of the Group alleging any of
      the foregoing.

11.6  No member of the Group has outstanding any bid or tender or sale or
      service proposal which is substantial in relation to its business and, if
      accepted, would be reasonably likely to result in a loss.

12.   GRANTS AND ALLOWANCES

      No member of the Group has applied for or received any grant, allowance,
      aid or subsidy from any supranational, national or local authority or
      government agency during the last six years.

13.   INSURANCES

13.1  Each member of the Group has maintained insurance cover against risks
      normally insured against by companies carrying on a similar business, and
      in particular has maintained all insurance required by statute and product
      liability insurance.

13.2  Details of the insurance policies in respect of which any member of the
      Group has an interest (including risks, amount of insurance, excess
      payable and other key terms) are included in the Disclosure Letter, all
      such policies are in full force and effect and are not

                                       49
<PAGE>

                                       50

      void or voidable, no claims are outstanding and, so far as the Management
      Warrantors are aware no event has occurred which might give rise to any
      claim under them.

14.   TRADING

14.1  Details of the revenues earned by the Group by customer in respect of the
      largest 25 customers by product of the Group in the financial period ended
      on the Accounts Date and the period since the Accounts Date are set out in
      the Disclosure Letter.

14.2  No substantial customer (details of which are referred to in paragraph
      14.1) or supplier of any member of the Group has during the 12 months
      preceding the date of this agreement ceased or, so far as the Management
      Warrantors are aware, indicated an intention to cease trading with that
      member.

14.3  Neither in the financial period ended on the Accounts Date nor in the
      period since the Accounts Date has any person (or any person together with
      other persons connected with him) purchased from or sold to any member of
      the Group more than L150,000 of sales or purchases made by the Group
      during that period.

15.   BANK ACCOUNTS AND BORROWINGS

15.1  Details of all bank accounts maintained by each member of the Group are
      set out in or attached to the Disclosure Letter. These details include in
      each case:

      (A)   the name and address of the bank with whom the account is kept and
            the number and nature of the account;

      (B)   all direct debit or standing order or similar authorities applicable
            to the account.

15.2  Since the date of the most recent monthly Management Accounts no payment
      out of any of the accounts has been made, except for payments in the
      ordinary course of trading. Amounts represented by cheques, warrants,
      mandates or other payment instructions issued or given by any member of
      the Group which at the date of this agreement remain outstanding or unpaid
      or unperformed do not exceed in the aggregate L60,000.

15.3  Details of all overdraft, loan and other financial facilities available to
      any member of the Group and the amounts outstanding under them are set out
      in the Disclosure Letter. Details of all debentures, charges, guarantees
      and indemnities given to secure those facilities are set out in the
      Disclosure Letter.

15.4  Except for the borrowings referred to in paragraphs 15.1 and 15.3 no
      member of the Group has any outstanding loan capital, nor has any member
      of the Group incurred or agreed to incur any borrowing which it has not
      repaid or satisfied, nor is any member of the Group a party to or under
      any obligation in relation to:

      (A)   any loan agreement, debenture, acceptance credit facility, bill of
            exchange, promissory note, finance lease, debt or inventory
            financing, discounting or factoring arrangement or sale and lease
            back arrangement; or

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                                       51

      (B)   any other arrangement the purpose of which is to raise money or
            provide finance or credit.

15.5  No member of the Group holds or is liable on any share or security which
      is not fully paid up or which carries any liability.

15.6  No member of the Group has lent or agreed to lend any money which has not
      been repaid to it or owns the benefit of any debt present or future (other
      than debts due to it in respect of the sales made in the normal course of
      trading).

15.7  So far as the Management Warrantors are aware, no event which is or, with
      the passing of any time or the giving of any notice, certificate,
      declaration or demand, would become an event of default under or any
      breach of any of the terms of any loan capital, borrowing, debenture or
      financial facility of any member of the Group or would entitle any third
      party to call for repayment prior to normal maturity has occurred or been
      alleged.

15.8  Except for the borrowings referred to in paragraph 15.3, no member of the
      Group has borrowed any amount, from whatever source, after the Accounts
      Date.

16.   INSOLVENCY

16.1  No order has been made, no petition has been presented, no meeting has
      been convened to consider a resolution and no resolution has been passed
      for the winding up of any member of the Group.

16.2  No administration order has been made or petition presented or application
      made for such an order and no administrator has been appointed or notice
      given or filed or step taken or procedure commenced with a view to the
      appointment of an administrator in respect of any member of the Group.

16.3  No receiver (which expression shall include an administrative receiver)
      has been appointed in respect of any member of the Group or all or any of
      its assets.

16.4  No composition or similar arrangement with creditors including but not
      limited to a voluntary arrangement under Part 1 Insolvency Act 1986 has
      been proposed in respect of any member of the Group.

16.5  No moratorium under Schedule A1 Insolvency Act 1986 is in force nor has
      any step been taken or procedure commenced with a view to entering into
      such a moratorium in respect of the company.

16.6  No event analogous to any of the foregoing has occurred in relation to any
      member of the Group outside England and Wales.

16.7  No member of the Group is insolvent, or unable to pay its debts within the
      meaning of section 123 Insolvency Act 1986.

16.8  No unsatisfied judgment is outstanding against any member of the Group.

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                                       52

17.   LICENCES

17.1  All licences, consents and other permissions and approvals required for or
      in connection with the carrying on of the business now being carried on by
      each member of the Group:

      (A)   have been obtained and are in full force and effect; and

      (B)   are listed in and attached to the Disclosure Letter

17.2  So far as each of the Management Warrantors is aware all reports, returns
      and information required by law or as a condition of any licence, consent,
      permission or approval referred to in paragraph 17.1 to be made or given
      to any person or authority in connection with the business of any member
      of the Group have been made or given to the appropriate person or
      authority.

17.3  So far as each of the Management Warrantors is aware there is no
      circumstance which indicates that any licence, consent, permission or
      approval is reasonably likely to be varied, revoked or not renewed, or
      which is reasonably likely to confer a right of variation or revocation.

18.   LITIGATION AND CLAIMS

18.1  No member of the Group is engaged in any litigation, arbitration or other
      dispute resolution process, or administrative or criminal proceedings,
      whether as claimant, defendant or otherwise. No litigation, arbitration or
      other dispute resolution process, or administrative or criminal
      proceedings by or against any member of the Group is pending. So far as
      the Management Warrantors are aware, there is no fact or circumstance
      likely to give rise to any litigation, arbitration, mediation or
      administrative or criminal proceedings nor is any such litigation
      threatened or expected.

18.2  The documents attached to the Disclosure Letter which relate to any
      proceedings involving or relating to any member of the Group contain only
      information which has already been made available to the parties to the
      proceedings and do not include any information or advice which is
      privileged.

18.3  No member of the Group has received written notification that any
      investigation or inquiry is being or has been conducted by any
      governmental or other body in respect of the affairs of any member of the
      Group.

18.4  No member of the Group has committed or is liable for any criminal or
      illegal act whether imposed by or pursuant to statute or otherwise, and no
      claim that it has or is remains outstanding against any such member.

18.5  So far as each of the Management Warrantors is aware, no member of the
      Group has provided any service which does not in any material respect
      comply with all applicable laws, regulations or standards.

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                                       53

18.6  No inducement (financial or otherwise) has been given to any person by or
      on behalf of any member of the Group with a view to that member of the
      Group entering into any contract or other arrangement or obtaining any
      benefit. No such inducement has been received by any Senior Employee (as
      defined in warranty 26) or, as far as the Management Warrantors are aware,
      any other employee of any member of the Group.

18.7  So far as each of the Management Warrantors is aware, the Company has
      conducted its business in all material respects in compliance with all
      applicable laws, rules and regulations.

19.   DATA PROTECTION

19.1  Each member of the Group has complied with all relevant requirements of
      the Data Protection Act 1984 at all times while that Act was in force and
      with all relevant requirements of the Data Protection Act 1998 (including,
      without limitation, the data protection principles set out in each of
      those Acts respectively).

19.2  No member of the Group has received a notice (including, without
      limitation, any information or enforcement notice), letter or complaint
      from the Information Commissioner alleging breach by it of the Data
      Protection Act 1984 or the Data Protection Act 1998 which has not been
      fully satisfied or requesting information relating to its data protection
      policies or practices which has not been fully responded to and so far as
      the Management Warrantors are aware there are no circumstances which might
      give rise to any such notice, letter or complaint being served, given or
      made.

19.3  No individual has been awarded compensation from any member of the Group
      under the Data Protection Act 1984 or the Data Protection Act 1998 which
      has not been paid in full, no claim for such compensation is outstanding
      and so far as the Management Warrantors are aware no circumstances exist
      which might lead to any claim for compensation being made.

19.4  No order has been made against any member of the Group for the
      rectification, blocking, erasure or destruction of any data under the Data
      Protection Act 1984 or the Data Protection Act 1998 which has not been
      fully complied with, no application for such an order is outstanding and
      so far as the Management Warrantors are aware no circumstances exist which
      might lead to any application for such an order being made.

19.5  So far as the Management Warrantors are aware, no warrant has been issued
      under schedule 4 of the Data Protection Act 1984 or schedule 9 of the Data
      Protection Act 1998 authorising the Information Commissioner (or any of
      his or her officers or servants) to enter any of the premises of any
      member of the Group.

19.6  The Group has at all times complied with all applicable laws and
      regulations relating to privacy, data protection and the collection and
      use of personal information and user information gathered or accessed in
      the course of the operations of the group. So far as each of the
      Management Warrantors is aware no claims are pending or threatened against
      any member of the Group by any person or entity alleging a violation of
      such person's or entity's privacy, personal or confidentiality rights
      under any such laws or regulations.

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                                       54

19.7  With respect to all personal and user information referred to in paragraph
      19.6 above, each member of the Group has at all times taken all reasonable
      steps (including, without limitation, implementing and monitoring
      compliance with adequate measures with respect to technical and physical
      security) to ensure that such information is protected against loss and
      against unauthorised access, use, modification, disclosure or other
      misuse. So far as each of the Management Warrantors is aware there has
      been no unauthorised access to or other misuse of that information.

20.   COMPETITION AND TRADE REGULATION

      No member of the Group has given an undertaking to, or is subject to any
      order of or investigation by, or has received any request for information
      from, any court or governmental authority (including, without limitation,
      any national competition authority, the European Commission and any
      sectoral regulator) under any anti-trust or similar legislation in any
      jurisdiction in which any member of the Group has assets or carries on or
      intends to carry on business or where its activities may have an effect.

21.   OWNERSHIP AND CONDITION OF ASSETS

21.1  A member of the Group owns or has a valid licence to use all assets that
      are necessary to carry on its business in the manner it is being carried
      out as at the date of this agreement.

21.2  Each of the assets included in the Accounts or acquired by any member of
      the Group since the Accounts Date (other than current assets sold,
      realised or applied in the ordinary course of business) is owned both
      legally and beneficially by a member of the Group free from any third
      party rights, and each of those assets capable of possession is in the
      possession of a member of the Group.

21.3  Other than as referred to in Schedule 7 (Ownership of the Securities),
      there is no option, right to acquire, mortgage, charge, pledge, lien
      (other than a lien arising by operation of law in the ordinary course of
      trading) or other form of security or encumbrance or equity on, over or
      affecting the whole or any part of the undertaking or assets of any member
      of the Group (including any investment in any other member of the Group)
      and there is no agreement or commitment to give or create any and no claim
      has been made by any person to be entitled to any.

22.   INTELLECTUAL PROPERTY RIGHTS

22.1  No member of the Group uses or otherwise carries on its business under any
      name other than its corporate name.

22.2  Details of all registered Intellectual Property Rights (and applications
      for any such right) and material unregistered Intellectual Property Rights
      owned by each member of the Group are set out in the Disclosure Letter and
      the specified member of the Group is the sole legal and beneficial owner
      of such rights free from all security interests, mortgages, charges,
      options, liens, encumbrances and other rights.

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                                       55

22.3  Without limiting the generality of paragraph 22.2, one or more Group
      members are the sole legal and beneficial owners of all Intellectual
      Property Rights relating to Enterprise Vault and all other Proprietary
      Software free from all charges, options, encumbrances and other rights.
      The items listed in Part 1 of Schedule 17 (Proprietary Software) comprise
      all of the Group's "Enterprise Vault" product. Enterprise Vault is the
      only software product of the Group members. Enterprise Vault and the items
      listed in Part 2 of Schedule 17 (Proprietary Software) comprise all of the
      computer software in which any Group members owns any Intellectual
      Property Rights.

22.4  All Intellectual Property Rights relating to the Proprietary Software are
      owned by a Group member either by virtue of:

      (A)   Intellectual Property Rights vesting in a Group member by operation
            of law or by virtue of the execution of the confidentiality and
            inventions assignment agreement in the form disclosed in the
            Disclosure Letter;

      (B)   Intellectual property Rights assigned to a Group member pursuant to
            the Sale of Business Agreement between KVault Software plc and
            Compaq Computer Corporation dated 3rd December 1999;

      (C)   Intellectual property Rights assigned to a Group member pursuant to
            the agreements with contractors disclosed in the Disclosure Letter;
            or

      (D)   Intellectual property Rights assigned to a Group member pursuant to
            the Consultancy and Support Services Agreement between KVault
            Software Limited and Pulse Train Software Limited dated 3rd March
            2003 disclosed in the Disclosure Letter.

22.5  All current and past directors, officers and employees of any Group member
      who have worked on any Proprietary Software have entered into
      confidentiality and inventions assignment agreements with a Group member
      in the form disclosed in the Disclosure Letter or in a form having
      substantially similar effect and all current and past contractors of any
      Group member who have worked on any Proprietary Software are disclosed in
      the Disclosure Letter and have entered into the relevant agreement
      disclosed in the Disclosure Letter.

22.6  A Group member possesses all Business Information which has been used in
      the past three years to correct, maintain, support and develop Enterprise
      Vault and the other Proprietary Software.

22.7  No Group member has used any open source software or any other freely
      shared or freely distributed software ("Open Source Software") and,
      without limiting the generality of the foregoing, none of the Proprietary
      Software incorporates or is derived in any manner (in whole or in part)
      from any such software. Without limiting the generality of the foregoing,
      no Group member has used and none of the Proprietary Software contains any
      computer source code which:

      (A)   is distributed through GNU's General Public Licence or
            Lessor/Library General Public Licence;

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                                       56

      (B)   is made available by any person with any requirement that any
            software (or part thereof) into Which such software is incorporated
            be made available to any person or persons (whether in source code
            format or otherwise), be licensed to any person or persons under
            terms which allow the creation of derivative works, reverse
            engineering, reverse assembly or decompilation, be licensed to any
            person or persons with any right of redistribution or be usable by
            any person or persons with immunity from the enforcement of any
            Intellectual Property Rights; or

      (C)   would otherwise oblige any Group member to make any Proprietary
            Software (or part thereof) available to any person or persons or
            make any Proprietary Software (or part thereof) useable by any
            person or persons with immunity from the enforcement of any
            Intellectual Property Rights.

22.8  All renewal, application and other official registry fees relating to the
      registered Intellectual Property Rights owned by each member of the Group
      which are due and payable have been paid and no such fees will become
      payable within 120 days of Completion.

22.9  All steps required to be taken for the maintenance, protection and
      enforcement of all registered Intellectual Property Rights owned by each
      member of the Group (including, without limitation, the filing of
      responses to office actions by patent, copyright and trade mark
      authorities and other registry documentation) have been taken, no further
      actions need to be taken with the relevant registries in respect of the
      maintenance or protection of such registered Intellectual Property Rights
      by any member of the Group within 120 days of Completion and, so far as
      each of the Management Warrantors are aware, no other further actions need
      to be taken for the maintenance, protection or enforcement of such
      registered Intellectual Property Rights by any member of the Group within
      120 days of Completion.

22.10 The Intellectual Property Rights owned by each member of the Group are
      valid and subsisting and, so far as each of the Management Warrantors is
      aware, enforceable, and no member of the Group has done or omitted to do
      anything which could prejudice the validity, subsistence or, so far as
      each of the Management Warrantors is aware, the enforceability of such
      Intellectual Property Rights. Each of the registered trade marks and
      service marks forming part of the Intellectual Property Rights owned by
      the Group members has been used in the five year period preceding the date
      of this agreement. There is no circumstance which is reasonably likely to
      give rise to any opposition to or prevent any application for registration
      of Intellectual Property Rights made by or on behalf of any Group member
      from proceeding to grant.

22.11 Details of all licences and other agreements which are subsisting and
      effective and relate to Intellectual Property Rights and/or Confidential
      Business Information (including, without limitation, licences in, licences
      out, consulting agreements, research and development agreements, letters
      of consent, settlement agreements, undertakings and co-operation
      agreements) entered into any member of the Group are set out in the
      Disclosure Letter. According to their terms, no such licences or other
      agreement may be terminated, amended, varied or suspended as a result of
      the change in the underlying ownership or control of any member of the
      Group or otherwise on account of

<PAGE>

                                       57

      the transaction contemplated by this agreement and neither of the
      foregoing will, according to the terms of such licences and other
      agreements, result in the loss, transfer or encumbrance of any Group
      member's Intellectual Property Rights or cause any Group member, the
      Purchaser or any Affiliate of the Purchaser to be bound by any restrictive
      covenant which is additional to any of those currently in force or to be
      bound by any restrictive covenant which does not apply to such person
      prior to Completion.

22.12 No member of the Group or, so far as each of the Management Warrantors is
      aware, any other party to any licence or other agreement required to be
      disclosed pursuant to paragraph 22.11 of this Schedule is in breach of
      such licence or other agreement.

22.13 No member of the Group is obliged by contract or deed to grant any
      licence, sub-licence or assignment in respect of any Intellectual Property
      Rights or Business Information owned or used by any member of the Group.

22.14 So far as each of the Management Warrantors is aware, no person is
      infringing or making unauthorised use of or has infringed or made
      unauthorised use of any Intellectual Property Rights or Business
      Information owned by any member of the Group.

22.15 No activities, products or services of any member of the Group infringe or
      make unauthorised use of or have since 3 December 1999 infringed or made
      unauthorised use of the Intellectual Property Rights or Business
      Information of any person. No Group member has received any communication
      (whether written or otherwise) from any person alleging any such
      infringement or unauthorised use or proposing that any Group member take a
      licence to use any other person's Intellectual Property Rights or Business
      Information. No Group member has obtained any written legal opinion or
      memorandum concerning any actual or potential infringement or unauthorised
      use of any person's Intellectual Property Rights or Business Information.
      Each Group member has taken all reasonable steps to ensure that the
      Proprietary Software does not incorporate any other person's Intellectual
      Property Rights or Business Information.

22.16 Each member of the Group either legally and beneficially owns or has a
      right to use all Intellectual Property Rights and Business Information
      used to carry on the business conducted by that member of the Group in the
      manner carried on in the past 12 months.

22.17 No current or former shareholder, member, partner, director, officer or
      employee of any Group member (or any successor in title to any of the
      foregoing) owns or retains any rights in any Intellectual Property Rights
      or Confidential Business Information used by any Group member. No internet
      domain name used by any Group member has been registered by or on behalf
      of any current or former shareholder, member, partner, director, officer
      or employee of any Group member (or any successor in title to any of the
      foregoing).

22.18 None of the Intellectual Property owned by or Business Information
      proprietary to any member of the Group is the subject of any litigation
      or, in respect of applications for registration and registered
      Intellectual Property Rights, any opposition proceedings, revocation
      proceedings or other administrative proceedings.

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                                       58

22.19 Each Group member has taken all reasonable steps to preserve the
      confidentiality of all its Confidential Business Information and all third
      party Confidential Business Information which has come into its
      possession.

22.20 No member of the Group is a party to any confidentiality agreement,
      exclusive licence or other agreement or is subject to any duty which, in
      each case, restricts its use or disclosure of any of its Intellectual
      Property Rights or Business Information in any manner.

22.21 None of the operations of any member of the Group give rise, or is
      reasonably likely to give rise, to any royalty or like payment obligation
      (other than any agreement disclosed pursuant to paragraph 22.11 of this
      Schedule) and no claims have been received from any employee to pay
      compensation pursuant to section 40 Patents Act 1977, or any like
      provision in any other jurisdiction.

22.22 No member of the Group has assigned any Intellectual Property Rights or
      any rights in Confidential Business Information to any person in the two
      years prior to the date of this agreement.

22.23 All items or equipment sold by Group members to which any registered
      Intellectual Property Rights pertain are marked with notifications and
      indications such that the relevant Group member may enforce its rights in
      all jurisdictions in which such products are sold.

23.   INFORMATION TECHNOLOGY

23.1  Details of all Information Technology owned by each member of the Group
      are set out in the Disclosure Letter and the specified member of the Group
      is the sole legal and beneficial owner of all such Information Technology
      free from all security interests, mortgages, charges, options, liens,
      encumbrances and other rights.

23.2  Details of all Information Technology used by or on behalf of any member
      of the Group but not owned by such Group member are set out in the
      Disclosure Letter.

23.3  All Information Technology required to be disclosed under paragraphs 23.1
      or 23.2 of this Schedule is in good working order and has been maintained
      in accordance with good industry practice.

23.4  Details of all agreements and arrangements relating to Information
      Technology (including, without limitation, development, security, disaster
      recovery, EDI, source code escrow, computer bureau services, maintenance
      and support, facilities management, website hosting, domain name
      registration and use and outsourcing agreements) entered into by, or
      pursuant to which any material benefit is obtained by any member of the
      Group are set out in the Disclosure Letter.

23.5  No member of the Group nor any other party is in breach of any agreement
      or arrangement required to be disclosed pursuant to paragraph 23.4 of this
      Schedule and no such agreement or arrangement may be terminated in
      accordance with its terms as

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                                       59

      a result of the transaction contemplated by this agreement or any change
      in the underlying ownership or control of any member of the Group.

23.6  None of the Information Technology owned or used by any member of the
      Group or internet domain names used by or registered by or on behalf of
      any member of the Group is the subject of any litigation or other dispute
      or claim and so far as each of the Management Warrantors is aware, no
      litigation, dispute or claim is expected in relation to any domain name
      used by or registered by or on behalf of any member of the Group.

23.7  No member of the Group has experienced any material disruption in or to
      its business or operations in the past three years as a result of: (a) any
      security breach in relation to any Information Technology; or (b) any
      failure or sub-standard performance of any Information Technology (whether
      arising from any defect, bug, error, virus or other malicious code,
      insufficient capacity, improper configuration, inability to properly
      process dates or for any other reason whatsoever). So far as the
      Management Warrantors are aware, no circumstance exists which is
      reasonably likely to give rise to any such disruption.

23.8  Each member of the Group either legally and beneficially owns or has a
      contractual right to use all Information Technology used in the operation
      of the business conducted by it in the manner carried on currently or at
      any time in the year preceding the date of this agreement and to fulfil
      any existing contracts and commitments and such ownership and contractual
      rights shall not be prejudiced as a direct or indirect result of the
      transaction contemplated by this agreement.

23.9  No member of the Group has disclosed any computer source code relating to
      any Proprietary Software to any person and, so far as each of the
      Management Warrantors is aware, no such computer source code has otherwise
      become known by any person. No person has any contractual right
      (contingent or otherwise) to obtain any disclosure of such source code.

23.10 No member of the Group is a party to any agreement or arrangement, or
      otherwise subject to any duty (whether by contract or by deed) which (in
      either case) restricts the free use or disclosure by it of any computer
      source codes or other Business Information relating to any of the
      Proprietary Software.

23.11 Details of all domain names registered in the name of or used by any
      member of the Group are set out in the Disclosure Letter. No claim or
      demand has been received in the last three years by any member of the
      Group from any person seeking to challenge or dispute any member of the
      Group's use or registration of any of the domain names required to be
      disclosed by this paragraph 23.11. All registrations in relation to such
      domain names have been maintained and all related fees and necessary
      administrative steps have been (respectively) paid and taken.

23.12 Details of all websites currently operated by or on behalf of any member
      of the Group (whether or not directed at or accessible by the public) are
      disclosed in the Disclosure Letter.

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                                       60

23.13 So far as each of the Management Warrantors is aware, there are no actual
      or suspected material defects or errors in the Proprietary Software.

23.14 None of the Proprietary Software contains any:

      (A)   "time bomb", "logic bomb" or other program designed by any Group
            member to disable the Proprietary Software (or any part thereof) or
            otherwise cause the Proprietary software (or any part thereof) to
            operate in any manner other than as described in the relevant user
            documentation; or

      (B)   functionality which would permit any Group member or any other
            person to access the Proprietary Software to use it in any manner or
            for any purpose not authorised by or known to the user of the
            Proprietary Software, to alter the Proprietary Software or any
            connected Information Technology or to cause any damage, loss or
            corruption of data or any damage to any, storage media, software or
            other connected Information Technology.

23.15 So far as each of the Management Warrantors is aware, none of the
      Proprietary Software contains any virus, worm, Trojan horse or other
      malicious code designed to make the Proprietary Software or any connected
      Information Technology operate in any manner not intended by its user.
      Each Group member has used best industry practice methods and procedures
      to prevent the Proprietary Software from being infected with or containing
      any such code.

23.16 None of the Information Technology used by any Group member has resulted
      in or will result in any Open Source Software being created, distributed,
      compiled or linked.

24.   PROPERTY

24.1  Relevant Properties

      The Relevant Properties are the only Properties owned, used or occupied by
      the Group or in respect of which the Group has any estate, interest, right
      or liability. Each of the Relevant Properties is used and occupied for the
      purpose of the business of a member of the Group.

24.2  TITLE

      In relation to each Relevant Property:

      (A)   the Property Owner is solely legally and beneficially entitled to
            such Relevant Property and has good marketable title to it;

      (B)   the Property Owner has under its control all of the title deeds and
            documents necessary to prove its title to such Relevant Property and
            the documents of title consist of original documents or properly
            examined abstracts;

      (C)   none of the Relevant Properties are subject to any sub-lease,
            tenancy or right of occupation;

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                                       61

24.3  Encumbrances

      (A)   There are no mortgages or charges, legal or equitable, fixed or
            floating, affecting any of the Relevant Properties and no person has
            or claims to have any lien on any of the Relevant Properties or the
            documents of title.

      (B)   There are no agreements for sale, estate contracts, options, rights
            of pre-emption or similar matters affecting any Relevant Property.

      (C)   Any covenants, restrictions and other encumbrances affecting any
            Relevant Property have been and are being complied with.

24.4  Planning matters

      Each Relevant Property is presently used for the purpose which is the
      permitted use under applicable planning legislation and there are no
      enforcement notices, stop notices or breach of condition notices in
      respect of the Relevant Property.

24.5  Statutory obligations

      The Property Owner has not received any notice alleging breach of any
      statutes, orders or regulations relating to the Relevant Property.

24.6  Compulsory purchase

      None of the Relevant Properties is the subject of a compulsory purchase
      order, notice to treat or a notice of entry and no proposals have been
      published for its compulsory acquisition.

24.7  Outgoings

      None of the Relevant Properties is subject to the payment of any outgoings
      other than the uniform business rate or water rates (and, in the case of
      leaseholds, the rents, insurance and service charge reserved by the Lease)
      all of which have been paid to date.

24.8  Disputes, notices and claims

      There are no outstanding disputes, actions, claims, demands notices or
      complaints in respect of any Relevant Property nor do any of the Group or
      the relevant Property Owner expect any.

24.9  Leasehold property

      In relation to each Relevant Property which is leasehold:

      (A)   the Relevant Property is held under the terms of the lease (the
            "LEASE") briefly referred to in Schedule 10 (Property) and no
            collateral assurances, undertakings or concessions have been made by
            any party to the Lease;

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                                       62

      (B)   the Lease is a head lease and contains no unusual or onerous
            provisions, no rights for the lessor to determine the Lease (other
            than rights of re-entry for non-payment of rent or breach of
            covenant by the lessee) and no rights to renew;

      (C)   there are no rent reviews outstanding or exercisable by the lessor
            from a date prior to the Completion Date;

      (D)   the documents of title to the Relevant Property include any consents
            required for the grant of the Lease of the current annual rent
            having been agreed or determined (where it is not the same as that
            originally reserved by the Lease) and of all reversioners' consents
            required under the Lease having been obtained;

      (E)   the rent and all other outgoings payable under the Lease have been
            paid to date.

24.10 Liabilities

      The Group has not at any time assigned or otherwise disposed of any
      Property in respect of which it has a continuing liability (contingent or
      otherwise) for payment of rent and/or for any other liability arising
      under the terms of the lease under which that Property was held.

25.   THE ENVIRONMENT

      In this paragraphs 25:

      "DANGEROUS SUBSTANCE"         means any natural or artificial substance
                                    (whether in the form of a solid, liquid, gas
                                    or vapour, alone or in combination with any
                                    other substance) capable of causing
                                    significant harm to man or any other living
                                    organism, or capable of damaging the
                                    environment or public health or welfare;

      "ENVIRONMENTAL LAWS"          means all applicable statutes and
                                    subordinate legislation, common laws or
                                    civil code, bylaws, regulations, directives,
                                    circulars, guidance notes, codes of practice
                                    insofar as they relate to Environmental
                                    Matters;

      "ENVIRONMENTAL MATTERS"       means matters relating to the pollution or
                                    protection of the environment, or health and
                                    safety, including without limitation
                                    relating to Dangerous Substances;

      "ENVIRONMENTAL PERMITS"       means any registration, permit, licence,
                                    consent, authorisation or other approval
                                    required by Environmental Laws in relation
                                    to

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                                       63

                                    the carrying on of the business of any
                                    member of the Group or in relation to any
                                    Relevant Properties;

25.1  Each member of this Group has complied at all times and in all material
      respects with Environmental Law and Environmental Permits, and no member
      of the Group has received any written notice or other communication
      alleging any non-compliance with the same.

25.2  No member of the Group is or has been involved in any litigation
      proceedings, claim or complaint by any person in relation to Environmental
      Matters and, so far as each of the Management Warrantors is aware, none is
      threatened or is reasonably likely to arise.

25.3  All environmental and health and safety audits, assessments, reviews,
      investigations and reports in the possession or control of any member of
      the Group relating to any Relevant Property or any of the activities of
      the Group have been disclosed.

25.4  No member of the Group has disposed of, dumped, released, deposited,
      buried or emitted any Dangerous Substance at, on, from or under any
      Property.

26.   EMPLOYMENT

For the purposes of this paragraph 26, "Group Employee" means any person
employed by any member of the Group, "Senior Employee" means any director of any
member of the Group, together with any Group Employee who is entitled to salary
at an amount in excess of L60,000 per annum (or the relevant local
currency equivalent of this amount), and "Contractor" means any person engaged
to work directly by any member of the Group or for a period of over 5 hours per
week in the business of the Group other than as an employee.

26.1  A list of the names, jobs and the entirety of the terms of employment or
      appointment of each Senior Employee is scheduled to the Disclosure Letter.

26.2  Details of the jobs and the terms of employment of each Group Employee
      other than the Senior Employees are scheduled to the Disclosure Letter.
      These details include job description, start date, employing company,
      salary and benefits, business location and notice period. There are no
      fixed term employees. Other than as disclosed pursuant to warranties 26.1
      and 26.2, no member of the Group employs any person.

26.3  (A)   True, complete and accurate copies of all the staff handbooks and
            written policies (together with a description of any material
            unwritten policies) which apply to Group Employees are annexed to
            the Disclosure Letter. The Disclosure Letter identifies which terms,
            conditions and policies apply to which Group Employees. Without
            prejudice to the generality of (a) above, copies of the following
            are scheduled to the Disclosure Letter:

            (i)   the terms of all share incentive schemes, share option schemes
                  or profit sharing, bonus, commission or other incentive
                  schemes applicable to any Group Employee;
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                                       64

            (ii)  the terms on which any Group Employee or director of any
                  member of the Group receives any benefit otherwise than in
                  cash; and

            (iii) the terms of any arrangement which relates to terms and
                  conditions which apply on redundancy or severance (whether or
                  not legally binding).

            and such copies are true, complete and accurate in all material
            respects.

      (B)   There are 12 Contractors in total. The Disclosure Letter sets out
            all the terms on which each of these Contractors is engaged, and
            also briefly describes the location, start date, and function of
            each of them.

26.4  Other than salary for the month current as at Completion, no amounts or
      benefits will fall to be paid or provided after Completion which have in
      whole or in part been earned by reference to the period prior to
      Completion. All obligations to pay or provide salaries, wages and other
      benefits to any Group Employee or former employee in respect of the period
      prior to Completion will as at Completion have been paid or discharged in
      full to the extent due.

26.5  Each Group Employee (other than one who performs the majority of his work
      in the United States) may be dismissed without damages or compensation
      (other than statutory compensation) by giving at any time the period of
      notice specified in respect of that Group Employee in the disclosures
      against warranties 26.1 and 26.2 above. True and complete copies of all
      employment agreements and offer letters for all employees who performs the
      majority of their work in the United States are set out in the Disclosure
      Letter, and except as set forth therein or otherwise in the Disclosure
      Letter, there is no agreement, plan, policy, or other arrangement that
      would require any member of the Group to give advance notice or provide
      severance pay or benefits upon termination of employment of any such
      employees. Each Contractor's engagement is terminable by the relevant
      member of the Group without any right to compensation on the date, or by
      giving the notice specified in, the disclosures against warranty 26.3(C).

26.6  No person other than a Group Employee or Contractor works in the business
      of any member of the Group. No Group Employee or Contractor is engaged
      (whether wholly or in part) to work outside the United Kingdom, the United
      States, Australia, the Netherlands, Denmark and Germany. The Disclosure
      Letter identifies which Group Employees and Contractors work in which
      jurisdiction.

26.7  No Senior Employee has given notice terminating his contract of employment
      or is under notice of dismissal. So far as each Management Warrantor is
      aware, no Senior Employee is expected to resign or leave his employment as
      a result of the transaction contemplated by this Agreement.

26.8  Since the Accounts Date:

      (A)   no change has been made in the salary, benefits, or other terms of
            engagement of any Group Employee, and

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                                       65

      (B)   no change has been made in the terms of engagement of any
            Contractor,

      and so far as each Management Warrantor is aware no such change, and no
      negotiation or request for such a change, is due or expected within twelve
      months from the date of this agreement.

26.9  (A)   No trade union, works council, staff association or other body
            representing employees is recognised in any way for bargaining,
            information or consultation purposes in relation to the Group
            Employees and there has neither been any request (whether verbal or
            written) for such recognition, nor, so far as each Management
            Warrantor is aware, is there any reason to expect such a request.

      (B)   No member of the Group is engaged or involved in any:

            (i)   formal dispute with any employee, or

            (ii)  dispute with any trade union, staff association or any other
                  body representing workers,

            and so far as each Management Warrantor is aware, there are no
            circumstances which may give rise to either of these things.

      (C)   No dispute has arisen within the last three years between any member
            of the Group and any group of employees or category of its employees
            (or any trade union, appropriate representatives or other body
            representing all or any of those employees).

26.10 No member of the Group has any outstanding undischarged liability to pay
      to any governmental or regulatory authority in any jurisdiction any
      contribution, Taxation or other impost arising in connection with the
      employment or engagement of personnel (including, without limitation,
      PAYE).

26.11 No litigation, arbitration, mediation, labour disputes, labour grievances,
      administrative or criminal proceedings by or on behalf of any employee or
      former employee of any member of the Group including (without limitation)
      charges of unfair dismissal or labour practices or discrimination
      complaints are current or pending or (so far as each Management Warrantor
      is aware), threatened or expected.

26.12 No Group Employee will, as a result of the entering into of this Agreement
      or Completion, be entitled to receive any payment or benefit (including,
      without limitation, an enhanced severance package on a subsequent
      termination) or be entitled to treat either such event as amounting to a
      breach of his terms and conditions of employment or to treat himself as
      redundant or dismissed or released from any obligation.

26.13 No notice or communication has been given or statement or representation
      made by or on behalf of any member of the Group to any Group Employee
      concerning the sale and purchase of the Company or the Group which
      concerns or is reasonably likely to affect the employment of any Group
      Employee after Completion. Since the Accounts Date no amount has been paid
      or benefit provided to any employee or former employee other

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                                       66

      than as required by the terms of that individual's service contract as
      disclosed in the Disclosure Letter. No member of the Group has promised to
      pay any amounts or provide any benefits to any employee or former employee
      where that promise may have given rise to an obligation to be satisfied on
      or after Completion other than to the extent required by the terms of that
      individual's service contract as disclosed in the Disclosure Letter.

26.14 Each member of the Group has complied at all times with all obligations
      owed to and in respect of its employees including under legislation,
      regulations, collective agreements and terms and conditions of employment.
      No liability has been incurred which remains outstanding by any member of
      the Group for breach of contract of employment or breach of applicable
      employment legislation. No member of the Group has in the last 12 months
      been a party to a relevant transfer (as defined in the Transfer of
      Undertakings (Protection of Employment) Regulations 1981).

26.15 A list of showing the total Group Employees (but not their names) who have
      been absent from work due to ill-health or injury for a total of 15 days
      or more over the 12 months prior to the date of this Agreement is set out
      in the Disclosure Letter. Each member of the Group has maintained records
      of terms and conditions of employment, payments of statutory sick pay and
      statutory maternity pay, PAYE and National Insurance deductions,
      disciplinary and health and safety matters, and records of working time,
      and all such records are adequate in all material respects. The Disclosure
      Letter details the periods of absence and any payments received or due to
      those Group Employees who are on long term sickness leave, maternity leave
      or other long term leave of absence and have a contractual or statutory
      right to return to work.

26.16 No member of the Group has ever had any dispute with an employee,
      director, former employee or former director or contractor or former
      contractor concerning:

      (A)   any actual or attempted competition or preparation to compete by
            that individual (whether on his own behalf or on behalf of any other
            person) with the business (or any part of the business) of any
            member of the Group, or

      (B)   any actual or attempted use or disclosure or preparation to use or
            disclose other than for the benefit of the Group any member of the
            Group's Intellectual Property, confidential information, trade
            secrets or business contacts (including customers, suppliers and
            staff).

26.17 No employee, director, contractor, former employee, former director or
      former contractor has ever claimed or disputed ownership of any member of
      the Group's Intellectual Property, confidential information (including,
      without limitation, business contacts) or trade secrets.

26.18 The Option Schemes have at all times complied with and been duly
      administered in accordance with and will until Completion continue to
      comply with and to be duly administered in accordance with, all applicable
      laws, regulations and requirements (including without limitation, the
      provisions of their governing documents). No options over shares in any
      member of the Group have been granted except under the rules of the Option
      Schemes. Schedule 7 (Ownership of the Securities) accurately details all

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                                       67

      outstanding options over shares in any member of the Group, showing who
      holds the options and whether they are vested or unvested, and the
      Disclosure Letter accurately details the terms to which they are subject
      (including without limitation the circumstances in which they become
      exercisable and their exercise price). All returns and notifications to
      the UK Inland Revenue or to tax authorities outside the UK which are
      required to be made in respect of the EMI options and any unapproved
      options have been duly made.

26.19 No claims or actions against any member of the Group under any worker's
      compensation policy or long-term disability policy are current or pending
      or (so far as each Management Warrantor is aware) threatened, or expected.

27.   THE ACCOUNTS AND TAX

27.1  No member of the Group has any liability in respect of Taxation (whether
      actual or contingent) that is not fully disclosed or provided for in the
      Accounts and, in particular, has no outstanding liability for:

      (A)   Taxation in any part of the world assessable or payable by reference
            to profits, gains, income, gross receipts or distributions earned,
            received or paid or arising or deemed to arise on or at any time
            prior to the Accounts Date or in respect of any period starting
            before the Accounts Date; or

      (B)   purchase, value added, sales or other similar tax in any part of the
            world referable to transactions effected on or before the Accounts
            Date

      that is not provided for in full in the Accounts.

27.2  The amount of the provision for deferred Taxation in the Accounts in
      respect of each member of the Group resident in the United Kingdom for Tax
      purposes was, at the Accounts Date, adequate and fully in accordance with
      accounting practices generally accepted in the United Kingdom and commonly
      adopted by companies carrying on businesses similar to those carried on by
      that member of the Group and, in particular, was in accordance with FRS 19
      (in the case of members of the Group incorporated in the United Kingdom).

27.3  If all facts and circumstances which are now known to each member of the
      Group or any of the Sellers had been known at the time the Accounts were
      drawn up, the provision for deferred Taxation that would be contained in
      the Accounts would be no greater than the provision which is so contained.

28.   TAX EVENTS SINCE THE ACCOUNTS DATE

      Since the Accounts Date:

      (A)   no member of the Group has declared, made or paid any distribution
            within the meaning of ICTA 1988;

      (B)   no accounting period of any member of the Group has ended;

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                                       68

      (C)   there has been no disposal of any asset (including trading stock) or
            supply of any service or business facility of any kind (including a
            loan of money or the letting, hiring or licensing of any property
            whether tangible or intangible) in circumstances where the
            consideration actually received or receivable for such disposal or
            supply was less than the consideration which could be deemed to have
            been received for tax purposes;

      (D)   no event has occurred which will give rise to a tax liability on any
            member of the Group (other than such member resident in the U.S. for
            Tax purposes) calculated by reference to deemed (as opposed to
            actual) income, profits or gains or which will result in any member
            of the Group becoming liable to pay or bear a tax liability directly
            or primarily chargeable against or attributable to another person,
            firm or company (other than any other member of the Group);

      (E)   no disposal has taken place or other event occurred which will or
            may have the effect of crystallising a liability to Taxation (other
            than in the U.S.) which should have been included in the provision
            for deferred Taxation contained in the Accounts if such disposal or
            other event had been planned or predicted at the Accounts Date;

      (F)   no member of the Group has made any payment or incurred any
            obligation to make a payment (in either case in excess of L20,000)
            which will not be deductible in computing trading profits for the
            purposes of corporation tax, or be deductible as a management
            expense of an investment company or a company with investment
            business;

      (G)   no member of the Group has been a party to any transaction for which
            any tax clearance provided for by statute has been or could have
            been obtained;

      (H)   no member of the Group has paid or become liable to pay or acted
            (directly or through an agent or other representative) in such
            manner as to incur a liability (or potential liability) to pay any
            interest or penalty in connection with any tax or otherwise paid any
            tax after its due date for payment or become liable to pay any tax
            the due date for payment of which has passed or become prospectively
            liable to pay any tax the due date for payment of which will arise
            in the 30 days after the date of this agreement.

29.   TAX RETURNS, DISPUTES, RECORDS AND CLAIMS, ETC.

29.1  Each member of the Group has made or caused to be made all proper returns
      required to be made, and has supplied or caused to be supplied all
      information required to be supplied, to any revenue authority, including
      (but without limitation) the Inland Revenue and H.M. Customs and Excise.

29.2  There are no disputes or disagreements which may in aggregate give rise to
      a liability to any member of the Group in excess of L20,000 outstanding
      nor are any contemplated at the date of this agreement with any revenue
      authority, including (but without limitation) the Inland Revenue and H.M.
      Customs and Excise, regarding liability or potential liability to any tax
      or duty (including in each case penalties or interest)

<PAGE>

                                       69

      recoverable from any member of the Group or regarding the availability of
      any relief from tax or duty to any member of the Group and there are no
      circumstances which make it likely that any such disputes or disagreements
      will commence.

29.3  The Company or one or more other members of the Group has sufficient
      records relating to past events, including any elections made, to
      calculate the tax liability or relief which would arise on any disposal or
      on the realisation of any material asset owned at the Accounts Date by any
      member of the Group or acquired by any such member since that date but
      before Completion.

29.4  Each member of the Group has duly submitted all claims and disclaimers or
      withdrawals of claims which have been assumed to have been made for the
      purposes of the Accounts.

29.5  The amount of tax chargeable on any member of the Group during any
      accounting period ended on or within six years before the Accounts Date
      has not, to any material extent, depended on any concession, agreement or
      other formal or informal arrangement with any revenue authority, including
      (but without limitation) the Inland Revenue or H.M. Customs and Excise.

29.6  No member of the Group has received any notice from any revenue authority,
      including (but without limitation) the Inland Revenue, which required or
      will or may require such member to withhold tax from any payment made
      since the Accounts Date or which will or may be made after the date of
      this agreement.

29.7  No member of the Group has been a member of an affiliated, consolidated,
      combined or unitary group.

29.8  No member of the Group which is a U.S. corporation is a party to, or has
      "participated", within the meaning of U.S. Treasury Regulations section
      1.6011-4(c)(3), in a "listed transaction" within the meaning of U.S.
      Treasury Regulations Section 1.6011-4(b)(2).

29.9  During the five-year period ending on the date hereof, no member of the
      Group was a distributing corporation or a controlled corporation in a
      transaction intended to be governed by Section 355 of the Code.

29.10 No election has been made under U.S. Treasury Regulations Section 1.7701-3
      or any similar provision of U.S. state or local Tax law to treat any
      member of the Group as an association, corporation or partnership, and no
      member of the Group is disregarded as an entity for U.S. federal, state or
      local Tax purposes.

29.11 No claim has been made by any revenue authority in a jurisdiction where
      the members of the Group do not file Tax returns that the Company is or
      may be subject to Taxation in that jurisdiction.

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                                       70

30.   STAMP DUTY AND STAMP DUTY RESERVE TAX

30.1  All documents which are in the possession of any member of the Group the
      stamping of which is required in order to establish or enforce a right for
      any member of the Group have been duly stamped.

30.2  Since the Accounts Date no member of the Group has incurred any liability
      to stamp duty reserve tax.

31.   VALUE ADDED TAX

31.1  Each of the Company and KVS Limited is treated for the purposes of section
      43 VATA 1994 as a member of a group of companies (the "VAT Group") of
      which the representative member is the Company (the "Representative
      Member") and no company which is not a member of the Group is a member of
      the VAT Group nor has any such company been a member of the VAT Group
      within the last six years.

31.2  The Representative Member has made, given, obtained and kept full,
      complete, correct and up-to-date returns, records, invoices and other
      documents appropriate or required for the purposes of VATA 1994 and is not
      in arrears with any payments or returns due and has not been required by
      the Commissioners of Customs and Excise to give security under paragraph 4
      of Schedule 11 VATA 1994.

31.3  The Representative Member has not, since the date 12 months before the
      Accounts Date, been in default in respect of any prescribed accounting
      period as mentioned in section 59 or section 59A VATA 1994.

31.4  No member of the Group has, within the six years ending on the Accounts
      Date, been registered for the purposes of VATA 1994 otherwise than as part
      of the VAT Group referred to in paragraph 31.1 above and no such member
      has, within that period, been a member of any other group for the purposes
      of VATA 1994.

31.5  Full details of any claim made by the Representative Member for bad debt
      relief under section 36 VATA 1994 have been disclosed in the Disclosure
      Letter.

31.6  There is no land in which any member of the Group has an interest, or over
      which any member of the Group has a right, or which any member of the
      Group has a licence to occupy, that is (in any such case) land in relation
      to which an election made under paragraph 2 of Schedule 10 to VATA 1994
      ("election to waive exemption") has effect or will have effect so as (in
      either such case) to render any supply made by any member of the Group of,
      or in respect of, any interest in, right over or licence to occupy such
      land a supply that will be taxable at the standard rate of VAT or (as the
      case may be) a supply that would be so taxable but for any disapplication
      of such election in circumstances prescribed by relevant provisions of
      VATA 1994.

31.7  The Disclosure Letter contains full details of any assets of each member
      of the Group to which the provisions of Part XV Value Added Tax
      Regulations 1995 (the Capital Goods Scheme) apply an] in particular:

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                                       71

      (A)   the identity (including, in the case of leasehold property, the term
            of years), date of acquisition and cost of the asset; and

      (B)   the proportion of input tax for which credit has been claimed
            (either provisionally or finally in a tax year and stating which).

31.8  Neither the Representative Member nor any other member of the Group has,
      at any time within the last six years, acted as agent of any person not
      resident in the United Kingdom for the purposes of section 47 VATA 1994 or
      been appointed as a VAT representative of any person for the purposes of
      section 48 VATA 1994.

31.9  No member of the Group (other than the Company and KVS Limited) is
      registered for the purposes of VATA 1994 or is required to be so
      registered or has at anytime within the last six years been required to be
      so registered.

32.   DUTIES, ETC.

      All VAT, import duty and other Taxes or charges payable to H.M. Customs
      and Excise upon the importation of goods and all excise duties or taxes of
      a similar nature payable to H.M. Customs and Excise or any other revenue
      authority in respect of any assets (including trading stock) imported,
      owned or used by any member of the Group have been paid in full.

33.   TAX ON DISPOSAL OF ASSETS

      On a disposal of all its assets by any member of the Group for:

      (A)   in the case of each asset owned by that member of the Group at the
            Accounts Date, a consideration equal to the value attributed to that
            asset in preparing the Accounts; or

      (B)   in the case of each asset acquired since the Accounts Date, a
            consideration equal to the consideration given for the acquisition

            then either:

            (i)   in respect of any asset falling within (A) above, the
                  liability to tax (if any) which would be incurred by that
                  member of the Group in respect of that asset would not exceed
                  the amount taken into account in respect of that asset in
                  computing the maximum liability to deferred Taxation as stated
                  in the Accounts; or

            (ii)  in respect of any asset within (B) above, no tax liability
                  would be incurred by that member of the Group in respect of
                  that asset.

34.   CLOSE COMPANY

      No member of the Group is or has ever been a close company as defined in
      ICTA 1988.

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                                       72

35.   NON-DEDUCTIBLE REVENUE OUTGOINGS

      No member of the Group is under any obligation to make any future payment
      (i) which has been taken into account in preparing the Accounts and is of
      a type which is currently treated as a deductible revenue outgoing or (ii)
      of a revenue nature which has not been taken into account in preparing the
      Accounts, provided that in either (i) or (ii) the payment is in excess of
      L20,000, which will be prevented (whether on the grounds of being a
      distribution or for any other reason) from being deductible for
      corporation tax purposes, whether as a deduction in computing the profits
      of a trade or as an expense of management or as a charge on income or as a
      non-trading debit under Chapter II Part IV Finance Act 1996, by reason of
      any statutory provision, other than section 74(1)(f) ICTA 1988 (capital).

36.   DEDUCTIONS AND WITHHOLDINGS

      Each member of the Group has made all deductions in respect, or on
      account, of any tax from any payments made by it which it is obliged or
      entitled to make and has accounted in full to the appropriate authority
      for all amounts so deducted.

37.   INTRA-GROUP TRANSACTIONS

      No member of the Group has, at any time within the last six years,
      acquired any asset from any other company (including another member of the
      Group) which was, at the time of the acquisition, a member of the same
      group of companies as that member for the purposes of section 171 of the
      TCGA 1992.

38.   RESIDENCE

38.1  The country which is given in Schedule 14 (Basic information about the
      Company) or Schedule 15 (Basic Information about the Subsidiaries) as the
      tax residence of the Company or any other member of the Group is the only
      country whose tax authorities seek to charge tax on the worldwide profits
      or gains of the Company for that member of the Group.

38.2  No member of the Group has ever paid tax on income, profits or gains to
      any tax authority in any other country except that mentioned in Schedule
      14 (Basic Information about the Company) or Schedule 15 (Basic information
      about the Subsidiaries) other than, in respect of any member of the Group
      resident in the U.S. for Tax purposes, amounts in respect of withholding
      tax.

39.   GROUP ARRANGEMENTS

39.1  The person specified as shareholder in Schedule 15 (Basic information
      about the Subsidiaries) which relates to each member of the Group (apart
      from the Company) is the beneficial owner of all the shares in that member
      of the Group and no such shares are held such that any profit on the sale
      of those shares would be a trading receipt.

39.2  There are no circumstances by virtue of which section 410 or 413 ICTA 1988
      would prevent each member of the Group being treated as a member of the
      same group of

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                                       73

      companies as each other such member for the purposes of Chapter IV Part X
      ICTA 1988 for any accounting period commencing on or before the date of
      this agreement.

39.3  No member of the Group resident in the United Kingdom for Tax purposes has
      made any surrender of or claim for (i) group relief or (ii) a refund of
      tax within section 102 Finance Act 1989 which involves any company which
      is not a member of the Group.

39.4  No member of the Group resident in the United Kingdom for Tax purposes has
      received any payment in respect of a surrender of group relief or of a tax
      refund which could, in any circumstances, be due to be repaid to any
      company other than another member of the Group.

40.   NON-ARM'S LENGTH TRANSACTIONS

      No member of the Group is a party to any transaction or arrangement under
      which it may be required to pay for any asset or services or facilities of
      any kind an amount which is in excess of the market value of that asset or
      services or facilities or will receive any payment for any asset or
      services or facilities of any kind that it has supplied or provided or is
      liable to supply or provide which is less than the market value of that
      asset or services or facilities.

41.   PENSIONS

41.1  Other than pursuant to the disclosed terms of the Pension Schemes and the
      US Employee Plans listed in the disclosures against warranty 41.8, there
      is no arrangement to which any member of the Group contributes or pays or
      is or may be required to contribute or pay or under which any member of
      the Group has any liability (whether such liability is actual, contingent
      or future) under which benefits of any kind (including without limitation,
      post-retirement medical benefits) are payable to or in respect of any
      person on retirement, death or disability or on the attainment of a
      specified age or on the completion of a specified period of service or at
      any time following retirement. Without limitation, no member of the Group
      has at any time participated in any pension scheme (whether or not a
      Pension Scheme) in respect of which it may be required to make a payment
      pursuant to Section 75 of the UK Pensions Act 1995, or otherwise as a
      result of the value of the scheme's liabilities exceeding the value of the
      scheme's assets.

41.2  No member of the Group has any obligation (whether actual, contingent or
      future) in relation to a Pension Scheme other than to pay contributions at
      the fixed rate shown in the Disclosure Letter in respect of those of its
      employees from time to time who are members of the Pension Scheme and no
      individual has or ever has had any entitlement or prospective right to
      benefits under a Pension Scheme other than to such benefits (if any) as
      may be purchased on the open market in exchange for the assets derived
      from those contributions in respect of the individual or from
      contributions made by the individual himself; in particular, no individual
      is entitled to benefits under a Pension Scheme calculated by reference to
      salary or earnings. No one other than Michael Hedger is or ever has been a
      member of the Kilo Software Directors Pension Trust, and other than on and
      in respect of his death no other person has or ever has had any right

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                                       74

      to benefit from that arrangement. The Kilo Software Directors Pension
      Trust is not contracted-out.

41.3  All the governing documents of the Pension Schemes (showing, without
      limitation, the terms on which employer and employee contributions must be
      paid) are scheduled to the Disclosure Letter as are all communications
      with members of the Pension Schemes which are not reflected in those
      governing documents, all agreements with insurance companies relating to
      the Pension Schemes, and any other material which would be required for a
      pension lawyer to make an informed assessment of each member of the
      Group's liabilities or potential liabilities in connection with each
      Pension Scheme. All employee communication material issued by or on behalf
      of any member of the Group (including without limitation, material
      relating to investment options under any group personal pension
      arrangement contributed to by any member of the Group) in relation to any
      Pension Scheme has at all times been true, complete and not misleading in
      all material respects and there have been no complaints concerning the
      administration of member requests to switch investment options under any
      Pension Scheme.

41.4  All contributions due from any member of the Group to the Pension Schemes
      have been made on or by the date due for payment and no member of the
      Group. The Kilo Software plc Death in Service Scheme governed by a trust
      deed dated 6 February 2002 (as amended) and the Group Income Protection
      Plan with Friends Provident (Policy No. G16718) are both exempt approved
      schemes. All benefits payable to or in respect of any employee of any
      member of the Group under the Kilo Software plc Death in Service Scheme
      governed by a trust deed dated 6 February 2002 (as amended) and the Group
      Income Protection Plan with Friends Provident (Policy No. G16718) are
      fully insured with and administered by an insurance company and no member
      of the Group has any administrative or compliance obligations or potential
      liabilities whatsoever in relation to any of the Pension Schemes (other
      than to pay fixed rate premiums and contributions at the rate set out in
      the Disclosure Letter). No member of the Group has done or omitted to do
      anything whereby any policy of insurance which insures any employee
      benefits may be avoided.

41.5  To the extent that any failure to do so might reasonably be expected to
      give rise to a liability on any member of the Group, the Pension Schemes
      have at all times complied with and been duly administered in accordance
      with and will until Completion continue to comply with and to be duly
      administered in accordance with, all applicable laws, regulations and
      requirements (including without limitation, the provisions of their
      governing documents). Each employee of each member of the Group (whether
      engaged on a full-time contract, a part-time contract, a fixed term
      contract or a permanent contract) is and has always been eligible to
      participate in the Pension Schemes on the same terms and basis as each
      other such employee.

41.6  No agreements undertakings or assurances have been given to any past,
      present or prospective officer or employee of any member of the Group as
      to the continuance, introduction, increase or improvement of any
      retirement, death or disability benefits.

41.7  There are not in respect of any of the Pension Schemes or the benefits
      thereunder any actions, suits or claims except for claims for benefits in
      the ordinary course pending or

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                                       75

      threatened in any forum, and so far as the Principal Sellers are aware
      there are no grounds on which to expect any such actions, suits or claims.

41.8  The Sellers have provided or made available to the Purchaser in the
      Disclosure Letter correct and complete copies of:

      (i)   all documents embodying each US Employee Plan, other than
            legally-mandated plans, programs and arrangements and each
            Employment Agreement including (without limitation) all amendments
            thereto and all related trust documents, administrative service
            agreements, group annuity contract, group insurance contracts,
            summary plan description, policies pertaining to fiduciary liability
            insurance covering the fiduciaries for each Plan;

      (ii)  the most recent annual report (Form 5500 and all schedules and
            financial statements attached thereto), if any, required under ERISA
            or the Code in connection with each US Employee Plan;

      (iii) all Internal Revenue Service "IRS" determination, opinion,
            notification and advisory letters, and all applications and
            correspondence to or form the IRS or the Department of Labor with
            respect to any such application or letter,

      (iv)  all written communications material to any Group Employees relating
            to any US Employee Plan and any proposed US Employee Plans, in each
            case, relating to any amendments, termination, establishments,
            increases or decreases in benefits, acceleration of payments or
            vesting schedules or other events which would result in any material
            liability to Company or its Subsidiaries;

      (v)   all correspondence to or from any governmental entity relating to
            any US Employee Plan; and

      (vi)  the most recent plan year's discrimination tests for each US
            Employee Plan.

41.9  (i)   the Company and its Subsidiaries have performed all obligations
            required to be performed by it under, is not in default or violation
            of, and has no Knowledge of any default or violation by any other
            party to each US Employee Plan, and each US Employee Plan has been
            established and maintained in all material respects in accordance
            with its terms and in material compliance with all applicable laws,
            statues, orders, rules and regulations, including but not limited to
            ERISA and the Code;

      (ii)  no "prohibited transaction," within the meaning of Section 4975 of
            the Code or Sections 406 and 407 of ERISA, and not otherwise exempt
            under Section 4975 of the Code or Section 408 of ERISA (or any
            administrative class exemption issued thereunder), has occurred with
            respect to any US Employee Plan;

      (iii) there are no actions, suits or claims pending, or, to the knowledge
            of the Company, threatened or reasonably anticipated against any US
            Employee Plan, except for claims for benefits in the ordinary
            course;

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                                       76

      (iv)  there are no audits, inquiries or proceedings pending or, to the
            knowledge of Company, threatened by the IRS, DOL or any other
            governmental entity with respect to any US Employee Plan; and

      (v)   neither Company nor any ERISA Affiliate is subject to any penalty or
            tax with respect to any US Employee Plan under Section 502(i) of
            ERISA or Sections 4975 through 4980 of the Code.

41.10 Neither Company nor any Subsidiary or other affiliate has ever maintained,
      sponsored, or contributed to or been obligated to contribute to, any
      multiemployer plan, as defined in Section 3(37) of ERISA, any plan subject
      to Title IV of ERISA or Section 412 of the Code, or any "funded welfare
      plan" within the meaning of Section 419 of the Code. Any US Employee Plan
      intended to be qualified under Section 401 (a) of the Code and each trust
      intended to qualify under Section 501 (a) of the Code:

      (i)   has obtained a favourable determination, notification, advisory
            and/or opinion letter, as applicable, as to its qualified status
            from the IRS and the Company is not aware of any event, condition or
            circumstance that has adversely affected or is likely to adversely
            affect such qualified status, and

      (ii)  incorporates or has been amended to incorporate all provisions
            required to comply with the Tax Reform Act of 1986 and subsequent
            legislation, except to the extent that there is still a remaining
            period of time under applicable Treasury Regulations or IRS
            pronouncements in which to incorporate such provisions.

41.11 No US Employee Plan provides health benefits that are not fully insured
      through an insurance contract nor provides, or reflects or represents any
      liability to provide post-termination life, health or other welfare
      benefits to any person for any reason, except as may be required by
      Section 4980B of the Code or other applicable statute.