<PAGE>

                                                                     EXHIBIT 2.1

                              PURCHASE AGREEMENT



THIS PURCHASE AGREEMENT is made and entered into as of the 8th day of April,
2001, effective as of December 31, 2000,

by and between

ADDUCTOR GRUPPEN, AB, a company duly incorporated and organized under the laws
of Sweden, hereinafter referred to as the "Purchaser",

and

PEACH ENTERTAINMENT DISTRIBUTION AKTIEBOLAG, a company duly incorporated and
organized under the laws SWEDEN, hereinafter referred to as the "Seller".

WITNESSETH:

WHEREAS, the Seller is the holder of an option (the "Option") to acquire all of
the authorized Common Stock of Private Circle, Inc. a company duly incorporated
and organized under the laws of the State of Nevada, U.S.A., having its
principal office in the City of Los Angeles, California, U.S.A., hereinafter
referred to as the "Company", and

WHEREAS, the Company is engaged, directly and indirectly in the business of
designing and selling apparel under the "Private Circle" brand, and

WHEREAS, Seller and Purchaser have entered into an agreement in principle in
December 2000 whereby Purchaser will acquire the Option from Seller, subject to
completion of due diligence by Purchaser and the execution of a definitive
agreement containing such terms as are customary in a transaction of this type.

WHEREAS, the Seller is desirous of selling to the Purchaser and the Purchaser is
desirous of purchasing from the Seller the Option in exchange for a cash payment
equal to the current amount of indebtedness owed to Seller from the Company for
money borrowed as of the Closing Date (the "Indebtedness"), which amount was SEK
21,444,000 as of December 31, 2000, subject to the terms and conditions
contained herein; and

NOW, THEREFORE, in consideration of the mutual covenants and undertakings set
forth herein, the parties agree as follows:

1.  INTERPRETATION
    --------------

1.1 In this Agreement

                                                                    Page 1 of 14
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    "Assets"                       means all of the Assets of the Company
                                   wherever located, which are owned or leased
                                   by the Company and are used in connection
                                   with the Company's business;

    "Business Day"                 means the day (other than a Saturday or
                                   Sunday) on which banks are generally open in
                                   Sweden for normal business.

    "Closing"                      means completion of the sale and purchase of
                                   the Option in accordance with Section 4
                                   below;

    "Confidential Information"     means any and all information of any kind or
                                   nature whatsoever, whether written or oral,
                                   including, without limitation, financial
                                   information, trade secrets, client lists and
                                   other proprietary business information,
                                   regarding the Company or the Seller, which
                                   information is not known to the general
                                   public or to persons unaffiliated with the
                                   Company or the Seller, as the case may be;


    "Intellectual Property"        means any trademarks tradenames or domain
                                   names;

    "Material Adverse Effect"      means any effect which gives rise to or is
                                   reasonably likely to give rise to a material
                                   adverse effect on the assets or financial
                                   condition of the Company;

    "Material Agreement"           means existing agreements of the Company,
                                   either having an annual turnover exceeding
                                   SEK 100,000 or which cannot be terminated at
                                   the Company's discretion by applying a notice
                                   period shorter than three (3) months;

    "Option"                       means the Option to acquire 100% of the
                                   Common Stock of the Company upon payment of
                                   SEK 10;

    "Option Shares"                means all of the authorized shares of the
                                   Company's Common Stock, which are issuable
                                   upon exercise of the Option;

    "SEK"                          means the lawful currency of Sweden;

1.2 Any statement in this Agreement qualified by the expression "to the best of
    the Seller's knowledge" or "so far as the Seller is aware" or any similar
    expression shall mean that it is made after due and careful enquiry of the
    board members of the Seller.

1.3 The headings in this Agreement do not affect its interpretation.

                                                                    Page 2 of 14
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2.  SALE OF THE OPTION
    ------------------

    The Seller shall sell and the Purchaser shall purchase the Option and all
    rights now and hereafter attaching or accruing thereto, free and clear of
    any pledges, liens, security interests, claims, charges and encumbrances.


3.  CONSIDERATION FOR SALE AND TRANSFER (EXCHANGE)
    ----------------------------------------------

3.1 At the Closing, subject to the terms and conditions of this Agreement, and
    in full consideration for the aforesaid sale, conveyance and delivery of
    Option, the Purchaser shall pay in cash to the Seller an amount equal to the
    Indebtedness on the Closing Date (the "Purchase Price").  At such time all
    outstanding Indebtedness shall cease to be payable by the Company to Seller.

4.  CLOSING
    -------

4.1 Closing shall take place on or before April 16, 2001 (the "Closing Date").

4.2 (a)   At Closing the Seller shall assign to the Purchaser good and
          marketable title to the Option, free and clear of all liens, security
          interests, claims charges and encumbrances;

    (b)   At the Closing Purchaser shall pay to Seller the Purchase Price in
          immediately available funds as designated by Seller prior to Closing.

    (c)   Any instruments evidencing the Indebtedness shall be surrendered to
          the Purchaser.


5.  REPRESENTATIONS AND WARRANTIES OF THE SELLER
    --------------------------------------------

    The Seller hereby represents and warrants to the Purchaser as the date
    hereof and as of the Closing Date that:

5.1 Power and authority of the Seller

    (a)   The Seller is a company duly organized and validly existing under the
          laws of Sweden.

    (b)   The Seller has full power and authority to execute and deliver this
          Agreement and each other document or instrument delivered in
          connection herewith and to consummate the transactions contemplated
          hereby.

5.2 Violation of Laws and Regulations

    The execution and delivery of this Agreement by the Seller and the
    completion of the transactions contemplated hereby:

                                                                    Page 3 of 14
<PAGE>

    (a) will not violate any provision of the articles of association of the
        Seller;

    (b) will not to any material extent violate any statute, rule, regulation,
        order or decree of any public body or authority by which the Seller or
        any of its properties or assets is bound; and

    (c) will not to any material extent result in a violation or breach of, or
        constitute a default under, any license, franchise, permit, agreement or
        other instrument to which the Seller is a party, or by which the Seller
        or any of its properties or assets is bound,

    excluding from the foregoing Sections 5.2 (a) to (c) violations, breaches or
    defaults which, either individually or in the aggregate, would not prevent
    the Seller from performing its obligations under this Agreement or the
    completion of the transactions contemplated by this Agreement.

5.3 Corporate records and documentation

    Seller has made available to Purchaser a complete and correct copy of the
    Company's certificate of incorporation and bylaws. The Company's certificate
    of incorporation and bylaws are in full force and effect, and the Company is
    not in violation of any of the provisions thereof.

5.4 Title to the Option

    The Seller owns the Option clear of all liens, encumbrances, claims, options
    and restrictions of every kind. The Seller has good and marketable title to
    the Option and has the right, power and authority to exchange and deliver
    the Option to the Purchaser in accordance with the terms of this Agreement.

5.5 The Option

    The Option, when fully exercised, will represent one hundred per cent (100
    %) of all of the Common Stock of the Company and one hundred per cent (100
    %) of the voting power of the Company, the Option has been duly authorized,
    validly issued and is fully paid, and the shares of Common Stock, when
    issued in accordance with the Option, will be validly issued, fully paid and
    non-assessable, subject to no liens, claims or assessments. There are no
    outstanding obligations, warrants, debentures, options, preemptive rights or
    other agreements to which the Seller or the Company is a party or otherwise
    bound, providing for the issuance of any additional shares of the Company or
    the purchase, repurchase, redemption or other acquisition of the Option
    Shares.

5.6 Financial  Statements

    (a) The Company has neither an equity interest in, nor the right or option
        to acquire an equity interest in, any other entity, and the Company is
        not a participant, as a partner or otherwise, in any joint venture.

                                                                    Page 4 of 14
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    (b) The Company has delivered to the Purchaser its financial statements
        from inception through September 30, 2000, collectively referred to as
        the "Financial Statements".

    (c) The foregoing Financial Statements:

        (i)    are complete and correct in all material respects and give a true
               and fair view of the financial position and results of the
               operations of the Company as of their respective dates and for
               the respective periods and have been prepared from and in
               accordance with the books and records of the Company;

        (ii)   have been prepared in accordance with good accounting practice,
               applied on a basis consistent with that of preceding periods; and

        (iii)  contain and reflect such reserves as were necessary and required
               by the laws, principles and rules referred to under (ii) above to
               be reflected in such statements as of said dates for all
               liabilities, actual, contingent or accrued, and for all
               reasonably anticipated losses and costs (in excess of expected
               receipts) and for all warranty claims, discounts or refunds with
               respect to services and/or products already rendered or sold,
               such reserves being based upon events or circumstances in
               existence or likely to occur in the future with respect to any
               contracts or commitments of the Company.


    (d) Except as disclosed in the Financial Statements, the Company has not
        pledged any assets, has no commitments or contingent liabilities and the
        Company has full and exclusive title to all assets in the balance sheets
        of the Financial Statements and the assets of the Company are not the
        subject of any encumbrances or restrictions of whatever nature.

    (e)  The activities of the Company during the period from October 1, 2000 to
        the date hereof have been conducted in the ordinary course of business
        with a view to maintaining its business as a going concern and there has
        not occurred or arisen since September 30, 2000 with respect to the
        Company:

        (i)    any material adverse change in its financial conditions or in the
               operations of its business; or

        (ii)   any obligations, commitments or liabilities, liquidated or
               unliquidated, contingent or otherwise, except obligations,
               commitments and liabilities arising in the ordinary course of
               business and which are not material in relation to its business;
               or

        (iii)  any amendment or termination, or any agreement to amend or
               terminate any Material Agreement, save in the ordinary course of
               business; or

                                                                    Page 5 of 14
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        (iv)    any extraordinary event or any extraordinary loss suffered or
                any waiver of any debts, claims, rights under any Material
                Agreement, or other rights representing a value in excess of SEK
                100,000; or

        (v)     any damage, destruction, or loss or any other event or
                condition, whether covered by insurance or not, materially and
                adversely affecting its properties and business representing
                loss to property in the aggregate in excess of SEK 100,000; or

        (vi)    any sale, assignment, transfer, pledge, lease or other disposal
                of any individual asset with a value in excess of SEK 100,000;
                or

        (vii)   any increase in the rates of compensation (including bonuses)
                payable or to become payable to any officer, employee, agent,
                independent contractor or consultant; or

        (viii)  any change of accounting methods, principles or practices; or

        (ix)    any investment in fixed assets that exceed individually SEK
                100,000 or in the aggregate SEK 100,000; or

        (x)     any transaction other than in the ordinary course of business;

        and the Company has not agreed or arranged to do any of the foregoing.

    (f) Since September 30, 2000 no dividends or interim dividends have been
        declared or paid by the Company.

    (g) All accounts receivable of whatever nature appearing in the accounts of
        the Company are fully collectible, subject to reasonable reserves
        consistent with past practice.


5.7 Taxes

    (a) All notices, computations and returns which ought to have been given or
        made have been properly and duly submitted by the Company to the
        relevant taxation or excise authority and all information, notices,
        computations and returns submitted to such authorities are true and
        accurate and are not subject of any material dispute nor are likely to
        become the subject of any material dispute with such authorities.

    (b) All taxes of any nature whatsoever for which the Company is liable have
        been duly paid or reserved for in the accounts.

    (c) The Company has never suffered any investigation, audit or visit by any
        taxation or excise authority, and the Seller is not aware of any such
        investigation, audit or visit planned for the next twelve months.

                                                                    Page 6 of 14
<PAGE>

    (d)  All amounts required to be withheld or collected under applicable
         foreign, federal, state, local or other tax laws and regulations by the
         Company for income taxes, social security taxes, unemployment insurance
         and other employee withholding taxes, or other taxes, have been so
         withheld or collected, and such withholding or collection has either
         been paid to the respective governmental agencies or set aside in
         accounts for such purpose or accrued and reserved against and entered
         on the Financial Statements.

5.8  Assets and Properties

     (a) The Company has exclusive title to the Assets, except for such assets
         that are leased. Except as noted in the Financial Statements, the
         Assets are not subject to encumbrances, mortgages, liens, charges or
         other restrictions.

     (b) All personal property of the Company are usable to the benefit of the
         Company's business and are in good physical repair and condition,
         ordinary wear and tear excepted.

     (c) All Assets whether or not recorded on the books of the Company that
         heretofore have been used in the Company's business have been included
         in the transfer to the Purchaser under the terms of this Agreement.

5.9  Compliance with statutes and licenses

     The operations of the Company have been conducted in all respects in
     accordance with and meet the applicable laws and regulations of all
     governmental, municipal or other authorities having jurisdiction over the
     Company. All governmental and other authority licenses and permits required
     for the operation of the Company are, to a material extent, in full force
     and effect and no violations are or have been recorded in respect of any
     such existing licenses or permits and remain uncorrected and no proceeding
     is pending which seeks the revocation or limitation of any such existing
     licenses or permits.

5.10 Agreements

     (a) All Material Agreements have been disclosed to the Purchaser.

     (b) The Company has neither received nor given notice of termination of any
         Material Agreement.

     (c) No party to any Material Agreement has the right to terminate or modify
         its obligations as a result of the transactions contemplated herein.

     (d) The Company is not in default under any Material Agreement, which
         default will have a Material Adverse Effect.

5.11 Litigation

     No actions, suits, proceedings or governmental investigation is pending or
     to the best of the Seller's knowledge, threatened against the Company. To
     the best of the Seller's knowledge, the

                                                                    Page 7 of 14
<PAGE>

     Company is not in default with respect to any order, injunction or decree
     by any court or governmental department or agency.

5.12 Intellectual Property

     The Company owns or has valid licenses, or other agreements to use, the
     Intellectual Property, free and clear of all liens, pledges, or other
     encumbrances. The use by the Company of the Intellectual Property does not
     infringe the rights of any third parties.

5.13 Employees

     (a)  The Company has disclosed to Purchaser all written or oral contracts
          of employment with any employee of the Company, and the Company is not
          a party to or subject to any collective bargaining agreements and has
          not been a party to or subject to any collective bargaining agreement
          or plan during the last 5 years.

     (b)  There are no deferred compensation agreements, pensions, profit
          sharing, severance pay, retirement plans or other agreement plans,
          practices or programs providing any employee benefits. Full
          reservations have been made in the Financial Statements for all
          present and/or future liabilities in respect of pensions and other
          payments related to compensations to be paid to employees.


     (c)  Neither the Seller nor any director, officer or other Employee of the
          Seller, the Company, or any relatives of any of the foregoing owns,
          directly or indirectly, individually or collectively, any interest in
          any corporation, company, partnership, entity or organization which is
          in a business similar or competitive to the businesses of the Company.

     (d)  The Seller and the members of the board of directors of the Company
          have no claims for compensation of any nature whatsoever relating to
          the period before or after the Closing other than those obligations
          identified pursuant to this Agreement.

     (e)  The Company has complied in all material respect with all applicable
          laws, ordinances, rules, regulations, agreement and requirements
          relating to the employment of labor. The Company is not liable for any
          arrears of wages or any taxes or penalties for failure to comply with
          any of the foregoing.

5.14 Environmental

     (a)  The Company has complied in all material respects with all relevant
          environmental laws and environmental licenses and all environmental
          licenses are valid and subsisting and the Company has not received any
          written notice that any such environmental license is being revoked,
          amended, varied, withdrawn or not renewed.

     (b)  No proceedings have been issued or are outstanding against the Company
          in respect of any breach of any legislation concerning the
          environment.

                                                                    Page 8 of 14
<PAGE>

5.15 Conduct of Business

     (a) The Company has conducted its business at all times in accordance with
         and has complied with applicable national and local laws relating to
         its operations and business, and is not a party to or subject to any
         judgement, decree or order entered in any suit or proceeding brought by
         any governmental or local agency or authority or any other person or
         party enjoining or otherwise restraining or restricting the Company
         with respect to any business activity or practice in the conduct of
         business which is related to, necessary or incidental to the business
         conducted by it and will not be, in respect of circumstances, existing
         before or upon the Closing Date or related thereto; there is no
         controversy or investigation pending or threatened with respect to the
         Company's business by any governmental or local agency or authority or
         any other person or party.

     (b) The Company is not and shall not be liable, due to circumstances
         existing before or upon Closing or related thereto, to compensate for
         damages caused to the environment, or third parties by
         products/services sold or otherwise in excess of what has been provided
         for in the accounts.

6.   REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
     ----------------------------------------------

     The Purchaser hereby represents and warrants to Seller as of the Closing
     Date that:

6.1  Power and authority of the Purchaser

     (a) The Purchaser is a company duly organized and validly existing under
         the laws of Sweden.

     (b) The Purchaser has full power and authority to purchase the Option and
         to perform all other undertakings hereunder and the execution, delivery
         and performance of this Agreement. This Agreement is a valid and
         binding obligation of the Purchaser enforceable against the Purchaser
         in accordance with the terms herein.

6.2  Violation of Laws and Regulations

     Assuming all filings, registrations, approvals, notifications etc required
     by applicable laws are duly made, the execution and delivery of this
     Agreement by the Purchaser and the completion of the transactions
     contemplated hereby:

     (a) will not violate any provision of the articles of association of the
         Purchaser;

     (b) will not violate any statute, rule, regulation, order or decree of any
         public body or authority by which the Purchaser or any of its
         properties or assets is bound; and

                                                                    Page 9 of 14
<PAGE>

     (c) will not result in a violation, breach of or constitute a default under
         any license, franchise, permit, agreement or other instrument to which
         the Purchaser is a party, or by which the Purchaser or any of its
         properties or assets is bound,

     excluding from the foregoing Sections 6.2 (a) to (c) violations, breaches
     or defaults which, either individually or in the aggregate, would not
     prevent the Purchaser from performing its obligations under this Agreement
     or the completion of the transactions contemplated by this Agreement.

6.3  Investment Representation

     Purchaser represents to the Seller that it is acquiring the Option for
     investment and with no present intention of distributing or reselling the
     Option or any part thereof in violation of any applicable law.


7.   COVENANTS AND OTHER UNDERTAKINGS OF THE PARTIES
     -----------------------------------------------

7.1  The Seller has afforded and shall continue to afford to the officers,
     representatives and advisers of the Purchaser access to the plants,
     properties, books and records of the Company and will furnish to the
     Purchaser such additional financial and operation data and other
     information as to the business and properties of the Company ("Due
     Diligence").

7.2  Notwithstanding the above, the Seller shall provide such other information,
     and execute and deliver all such other and additional instruments, notices,
     releases, undertakings, consents and other documents, and shall do all such
     other acts and things, as may be reasonably requested by Purchaser as
     necessary to assure to Purchaser all the rights and interests granted or
     intended to be granted under this agreement.

7.3  The Seller and/or any related parties to the Seller covenants with the
     Purchaser (for itself and as agent for Seller and the related parties) that
     it shall not:

     a)  for a period of two (2) years from the Closing Date be concerned in any
         business carrying on businesses carried on by the Company as of the
         Closing Date in any jurisdiction where the Company transacts business;
         or

     b)  make use of or (except as required by law or any competent regulatory
         body) disclose or divulge to any third party any information of a
         secret or confidential nature relating to the business or affairs of
         the Company or its customers or suppliers; or

     c)  make any use of the Company's customer database as from the Closing
         Date.

     d)  The Seller will provide such other information, and execute and deliver
         all such other and additional instruments, notices, releases,
         undertakings, consents and other documents, and will do all such other
         acts and things, as may be reasonably requested by the Purchaser as
         necessary to assure to the Purchaser all the rights and interest
         granted or intended to be granted under this Agreement. The Seller
         shall take or shall

                                                                   Page 10 of 14
<PAGE>

      cause to be taken such other reasonable actions as the Purchaser may
      require to more effectively transfer, convey and assign to, and vest in
      the Purchaser, and put the Purchaser in possession of, the Option as
      contemplated by this Agreement.

      7.4   From and after the Closing Date Purchaser shall make reasonable
      efforts to cause Seller and any of Seller's affiliates to be released from
      any guarantees or indemnification arrangements in respect of obligations
      or indebtedness of the Company to any third party.  Purchaser agrees to
      indemnify and hold harmless Seller and its affiliates from and against any
      claims, expenses or liabilities relating to such guarantees or
      indebtedness.

      7.5   Purchaser has advised Seller that it will be consolidating the
      Company on Purchaser's financial statements for the year ended December
      31, 2000.  Seller agrees, for itself and its affiliates, that it will
      refrain from taking any action which would interfere with Purchaser's
      ability to effect such consolidation as of December 31, 2000.

8.  INDEMNIFICATION
-------------------

8.1 Breach of Warranties

    Seller and Purchaser shall each indemnify and hold harmless the other and
    their respective agents, employees and affiliates, against and in respect of
    any damages, losses, costs or expenses that arise in connection with any
    breach by the other party of its respective representations, warranties or
    covenants given herein ("Losses").

8.2 Notification

    (a) In case either party (the "Indemnified Party") becomes aware of any
        claim for which the other party (the "Indemnifying Party") may be
        liable, the Indemnified Party shall, in order to maintain the right to
        bring a claim against the Indemnifying Party:

        (i)   as soon as reasonably practicable, but in no event later than
              twenty (20) days after the date the Indemnified Party becomes
              aware of any circumstance giving rise to a claim, give written
              notice thereof to the Indemnifying Party;

        (ii)  not make any admission of liability, agreement or compromise with
              any person, body or authority in relation thereto, without
              obtaining the prior written consent of the Indemnifying Party,
              which consent shall not be unreasonably withheld or delayed;

        (iii) take such action, as the Indemnified Party may reasonably request,
              to avoid dispute, appeal, compromise or defend such claim, with
              the proviso, however, that the Indemnified Party shall not, nor
              cause the Company to, accept or pay or compromise or make any
              submission in respect of such claim, without the Indemnifying
              Party's prior written consent, which consent shall not be
              unreasonably withheld or delayed; and
<PAGE>

        (iv) give the Indemnifying Party and its duly authorized
             representatives, reasonable access to relevant accounts, documents
             and records and to take photocopies thereof.


9.  ANNOUNCEMENTS
-----------------

    No announcements concerning this transaction or any ancillary matter will be
    made before, on or after Closing by any party to this agreement (or any
    person connected with the party) except as required by law or the rules of
    any stock exchange without the prior written approval of the Seller and
    Purchaser.


10. NOTICES
-----------

    (a) All notices, consents or other communications under or in connection
        with this Agreement shall be given in writing or by facsimile to such
        place as the parties shall furnish to each other from time to time. Any
        such notice or consent will be deemed to be given as follows:

        (i)  if in writing, when delivered; and

        (ii) if by facsimile, when received.

        However, a notice given in accordance with the above but received on a
        non-Business Day or after business hours in the place of receipt will
        only be deemed to be given at the opening of business on the next
        Business Day.



11. CONFIDENTIALITY
-------------------

    The parties undertake not to disclose any Confidential Information unless
    (i) required to do so by law; (ii) required to do so by any applicable stock
    exchange regulations; (iii) such disclosures are made in connection with the
    ordinary course of business of such party; or (iv) disclosure has been
    consented to by the other party.


12. LANGUAGE
------------

    The language of this Agreement is English and all documents and notices
    hereunder shall be in English unless otherwise agreed by both parties.
<PAGE>

13. WHOLE AGREEMENT
-------------------

    This Agreement and other documents referred to herein which form a part
    hereof, contain the entire understanding of the parties hereto with respect
    to the subject matter contained herein and therein. All prior negotiations
    and agreements between the parties hereto with respect to the transactions
    provided for herein are superseded by this Agreement.  This Agreement may
    be executed in counterparts.  A facsimile signature shall have the same
    legal effect as an original.


14. WAIVER
----------

    The failure of any party to insist upon strict adherence to any term of this
    Agreement on any occasion shall not be considered a waiver of any right
    hereunder, nor shall it deprive that party of the right thereafter to insist
    upon the strict adherence to that term or any other terms of this Agreement.


15. AMENDMENTS
----------------

    No change, termination or attempted modification of any of the provisions of
    this Agreement shall be binding on the Seller or on the Purchaser unless
    agreed by both parties in writing. No modification, termination, rescission,
    discharge or cancellation of this Agreement shall affect the right of the
    Purchaser or the Seller to enforce any claim, whether or not liquidated,
    that accrued prior to the date of such notification, termination,
    rescission, discharge or cancellation of this Agreement.


16. INVALIDITY
--------------

    If for any reason any term, warranty, representation, covenant or condition
    herein shall be declared or deemed void, invalid or unenforceable, such
    shall not render void, invalid or unenforceable this Agreement or any other
    term, covenant or condition herein contained if in spite of the exclusion of
    the invalid provision, the Agreement can be given effect in line with the
    main purposes of the parties.


17. ASSIGNMENT
--------------

    This Agreement may not be transferred, assigned, pledged or hypothecated by
    any party hereto, other than by operation of law. This Agreement shall be
    binding upon and shall
    inure to the benefit of the parties hereto and their respective heirs,
    executors, administrators, successors and permitted assignees.
<PAGE>

18.  FEES AND EXPENSES
---------------------

     Except as otherwise set forth in this Agreement, each party shall pay its
     own and its advisers' fees and expenses (including financial and legal
     advisors) whether relating to the preparation, the carrying out of this
     Agreement, the Closing hereunder or the completion of the transactions
     herein contemplated and no such fees or cost will be charged to the
     Company.


19.  GOVERNING LAW AND DISPUTES
-------------------------------

19.1 This Agreement shall be governed by the substantive laws of Sweden.

19.2 Any dispute, controversy or claim arising out of or in connection with this
     Agreement, or the breach, termination or invalidity thereof shall be
     settled by arbitration in accordance with Swedish Laws. The place of
     arbitration including the making of the award shall be Stockholm, Sweden.
     The language to be used in the arbitration proceedings shall be English.

                             _____________________



IN WITNESS WHEREOF, the parties have duly executed this on the date first
written above.



PEACH ENTERTAINMENT              ADDUCTOR GRUPPEN, AB
DISTRIBUTION AKTIEBOLAG




/s/                              /s/ Rude Klereby
-------------------------        ----------------
Director                         Rude Klereby, Chairman