<PAGE>   1
                                                                     Exhibit 4.5


                                Dated 4 June 1999


                               GALEN HOLDINGS PLC

                                     -aiind-

                               DR. DALLAS BURSTON

                                      -and-

                                  LINDA BURSTON

                                      -and-

               THE TRUSTEES OF THE DALLAS BURSTON 1999 SETTLEMENT


                    -----------------------------------------
                                    AGREEMENT

               For the sale and purchase of all the issued shares
                    of Bartholomew-Rhodes Limited, Ashbourne
                 Pharmaceuticals (Holdings) Limited, Chargelink
                  Limited and Dallas Burston Healthcare Limited
                    -----------------------------------------









                              ASHURST MORRIS CRISP
                                 Broadwalk House
                                 5 Appold Street
                                 London EC2A 2HA

                               Tel: 020 7638 1111
                               Fax: 020 7972 7990

                                JXS/RRC/G82900001
<PAGE>   2
                                    CONTENTS

<TABLE>
<CAPTION>
CLAUSE                                                                      PAGE
<S>                                                                         <C>
1.   INTERPRETATION.......................................................     1
2.   SALE AND PURCHASE....................................................     7
3.   COMPLETION...........................................................     7
4.   PURCHASER'S POST-COMPLETION UNDERTAKINGS.............................     9
5.   DR. BURSTON POST-COMPLETION UNDERTAKINGS.............................    11
6.   WARRANTIES...........................................................    12
6A.  INDEMNITIES..........................................................    12
7.   PROTECTION OF GOODWILL...............................................    13
8.   CONFIDENTIAL INFORMATION.............................................    15
9.   INTELLECTUAL PROPERTY................................................    15
10.  ANNOUNCEMENTS........................................................    16
11.  COSTS................................................................    16
12.  EFFECT OF COMPLETION.................................................    16
13.  FURTHER ASSURANCES...................................................    16
14.  ENTIRE AGREEMENT.....................................................    17
15.  VARIATIONS...........................................................    17
16.  WAIVER...............................................................    17
17.  INVALIDITY...........................................................    18
18.  NOTICES..............................................................    18
19.  COUNTERPARTS.........................................................    19
20.  GOVERNING LAW AND JURISDICTION.......................................    19
21.  GROSS UP.............................................................    20
22.  ESCROW ARRANGEMENTS..................................................    20
23.  EXCLUDED CONTRACTS...................................................    22

SCHEDULE 1................................................................    24
Particulars relating to the Company.......................................    24
SCHEDULE 2................................................................     2
Particulars relating to the Companies.....................................     2
SCHEDULE 3................................................................     6
The Warranties............................................................     6
SCHEDULE 4................................................................    30
Limitations on Liability..................................................    30
SCHEDULE 5................................................................    34
Property Leases...........................................................    34
SCHEDULE 6................................................................    35
Indemnities...............................................................    35
SCHEDULE 7A...............................................................    37
Trade Marks...............................................................    37
SCHEDULE 7B...............................................................    38
Trade Mark Application....................................................    38
SCHEDULE 8................................................................    39
Product Licences..........................................................    39
SCHEDULE 9................................................................    42
Excluded Contracts........................................................    42
SCHEDULE 10...............................................................    46
Retained Employees........................................................    46
</TABLE>
<PAGE>   3
DOCUMENTS IN THE AGREED TERMS

Deed of Release of Companies/Directors
Directors/Secretary Resignation Letters
Voting Powers of Attorney
Tax Deed
<PAGE>   4
THIS AGREEMENT is made on 4 June 1999

BETWEEN:

(1)    GALEN HOLDINGS PLC (No. NI25836) whose registered office is at Seagoe
       Industrial Estate, Craigavon, Co. Armagh, Northern Ireland BT63 5UA (the
       "PURCHASER");

(2)    DR. DALLAS BURSTON of The Old Rectory, Arthingworth, Market Harborough,
       Leicestershire LE16 8JT ("DR. Burston");

(3)    LINDA BURSTON of The Old Rectory, Arthingworth, Market Harborough,
       Leicestershire LE16 8JT ("MRS BURSTON");

(4)    DR. DALLAS JOHN BURSTON of The Old Rectory, Arthingworth, Market
       Harborough, Leicestershire, LE16 8JT and IAN MORRIS of Seckloe House, 101
       North 13th Street, Central Milton Keynes, MK9 3NU as trustees of The
       Dallas Burston 1999 Settlement;

       (the parties numbered (2), (3) and (4) together, the "VENDORS").

THE PARTIES AGREE AS FOLLOWS:

1.     INTERPRETATION

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

       "ACCOUNTS" means the audited financial statements of the Companies,
       comprising the balance sheet and profit and loss account together in each
       case with the notes thereon, directors' report and auditors' certificate,
       as at and for the financial period ended on the relevant Accounts Date;

       "ACCOUNTS DATE" means 31 March 1999;

       "ACTIVITIES" means any activity, operation or process carried out by the
       Company at any property whether or not currently owned, occupied or used
       by the Company;

       "APHL" means Ashbourne Pharmaceuticals (Holdings) Limited (No.2238884);

       "ASSOCIATED COMPANY" has the meaning given to it in sections 416 et seq.
       TA;

       "BONUS NIC" means the amount of any national insurance contributions
       accountable for by the Company in respect of the payment to a senior
       employee of the Company in the accounting period of the Company ending 31
       March 1998 in the form of gold coins, together with any interest or
       penalties thereon;

       "BRL" means Bartholomew-Rhodes Limited (No.2706002);

       "BUSINESS DATA" shall have the meaning given to it in clause 5.2;
<PAGE>   5
       "BUSINESS DAY" means a day (excluding Saturdays) on which banks generally
       are open in London for the transaction of normal banking business;

       "CHARGELINK" means Chargelink Limited (No. 3064205);

       "COMPANIES" means APHL, BRL, DBHL and Chargelink and "COMPANY" means any
       or all of them as the context admits;

       "COMPLETION" means the completion of the sale and purchase of the Shares
       in accordance with clause 3;

       "COMPLETION DATE" means the date on which Completion occurs;

       "CONFIDENTIAL INFORMATION" means all information relating to any
       Company's business, or financial or other affairs (including future plans
       and targets of any Company) which is not in the public domain;

       "DIRECTOR'S LOAN" means all amounts owing by the Companies to Dr. Burston
       at Completion on his director's loan accounts;

       "DBHL" means Dallas Burston Healthcare Limited (No.3160430);

       "DISCLOSURE LETTER" means a letter of today's date together with the
       attachments thereto addressed by Dr. Burston to the Purchaser disclosing
       exceptions to the Warranties;

       "DISTRIBUTION" means a distribution as defined by sections 209 to 211
       (inclusive) of the TA and section 418 of the TA;

       "ENCUMBRANCE" means any mortgage, charge (fixed or floating), pledge,
       lien, hypothecation, trust, right of set off or other third party right
       or interest (legal or equitable) including any right of pre-emption,
       assignment by way of security, reservation of title or any other security
       interest of any kind however created or arising or any other agreement or
       arrangement (including a sale and repurchase arrangement) having similar
       effect;

       "ENVIRONMENT" means any and all living organisms, ecosystems and the
       media of air (including air in buildings, natural or man-made structures,
       below or above ground) water, (as defined in section 104(1) of the Water
       Resources Act 1991 and within drains and sewers) and land (including
       under any water as described above whether above or below surface and
       including any buildings or structures on such land);

       "ENVIRONMENTAL LAWS" means all international, EU, national, federal,
       state or local statutes, (which for the avoidance of doubt shall include
       the Producer Responsibility Obligations (Packaging Waste) Regulations
       1997, section 57 and schedule 22 of the Environment Act 1995 and the
       guidance and regulations adopted under those provisions), by-laws,
       orders, regulations or other law or subordinate legislation or common
       law, all orders, ordinances, decrees or regulatory codes of practice,
       circulars, guidance notes and equivalent controls concerning the
       protection of human health or which have as a purpose or effect the
       protection of or prevention of harm or nuisance to the Environment or the
       promotion of health and safety and/or the provision of remedies in
       respect of the same;
<PAGE>   6
       "ESCROW ACCOUNT" means the joint deposit account in the names of the
       Vendor's Solicitors and the Purchaser's Solicitors number 50259993, Sort
       Code 20-61-51, held at
       the Escrow Bank;

       "ESCROW AMOUNT" means the sum of L150,000 or so much thereof as remains
       subject to the provisions of clause 22 from time to time;

       "ESCROW BANK" means Barclays Bank plc of Cliftonville Business Centre,
       Spring Villas, Cliftonville, Northampton, NN1 5ZF;

       "EXCLUDED CONTRACTS" means the contracts, invoices and other arrangements
       listed at schedule 9;

       "HAZARDOUS SUBSTANCE" means any natural or artificial substance (whether
       solid, liquid, gas, noise, ion, vapour, electromagnetic or radiation, and
       whether alone or in combination with any other substance) which is
       capable of causing significant harm to the Environment;

       "KNOW-HOW" means confidential or proprietary industrial, technical or
       commercial information and techniques in any form (including paper,
       electronically stored data, magnetic media, files and micro film)
       including (without limitation to the foregoing) drawings, data relating
       to inventions, formulae, test results, reports, research reports, project
       reports and testing procedures, shop practices, instructions and training
       manuals, market forecasts, specifications, quotations, lists and
       particulars of customers and suppliers, marketing methods and procedures,
       show-how and advertising copy;

       "INSURANCE CLAIM" means the insurance claim submitted or in process of
       being submitted by BRL under its insurance policies in relation to a Golf
       VR6 registration number P493 TRP, which has been written off;

       "INTELLECTUAL PROPERTY" means any and all patents, trade marks, rights in
       designs, get-up, trade, business or domain names, copyrights, and
       topography rights, (whether registered or not and any applications to
       register or rights to apply for registration of any of the foregoing),
       rights in inventions, Know-How, trade secrets and other Confidential
       Information, rights in databases and all other intellectual property
       rights of a similar or corresponding character which may now or in the
       future subsist in any part of the world;

       "ISOTARD STOCK" means the stock of any product marketed or to be marketed
       by the Companies or the Purchaser using the ISOTARD trademark;

       "ITA" means the Inheritance Tax Act 1984;

       "LONDON STOCK EXCHANGE" means the London Stock Exchange Limited;

       "PERMIT" means a permit, licence, consent, approval, certificate,
       qualification, specification, registration and other authorisation and a
       filing of a notification report or assessment necessary in any
       jurisdiction for the proper and efficient operation of each Company's
       business, its ownership, possession, occupation or use of an asset or the
       execution and performance of this agreement and shall include without
       limitation the Product Licences and the current marketing rights held in
       respect of the Third Party Product Licences;
<PAGE>   7
       "PRODUCT LICENCES" means the product licences owned by the Companies
       including but not limited to the product licences detailed at part 1 of
       schedule 8 but excluding the product licences and product licence
       applications referred to at clauses 4.1(b) and (c);

       "PRODUCT LICENCE DOSSIERS" means the product licence dossiers in respect
       of the development projects detailed at part 2 of schedule 8;

       "PROPERTY LEASES" means the property leases to which any of the Companies
       is a party, details of which are set out in schedule 5;

       "PURCHASER'S SOLICITORS ACCOUNT" means the account in the name of Ashurst
       Morris Crisp, number 00404241 at NatWest Bank Plc, Bishopsgate Branch,
       London, Sort Code 50-00-00;

       "PURCHASER'S GROUP" means the Purchaser, its holding companies and the
       subsidiary undertakings and associated companies from time to time of
       such holding companies, all of them and each of them as the context
       admits;

       "PURCHASER'S SOLICITORS" means Ashurst Morris Crisp of Broadwalk House, 5
       Appold Street, London EC2A 2HA;

       "RELATED PERSON" means:

       (a)    in relation to the Purchaser, the Purchaser's Group; and

       (b)    in relation to the Vendors, the Vendors' Group, and also in
              relation to those Vendors who are natural persons:

              (i)    that Vendor's spouse;

              (ii)   that Vendor's children, grandchildren, parents, siblings,
                     nieces and nephews;

              (iii)  the spouses of the persons referred to in paragraph (b)(ii)
                     of this definition;

              (iv)   the children of the spouses referred to in paragraph
                     (b)(iii) of this definition (not being children of the
                     persons referred to in paragraph (b)(ii));

       "RETAINED EMPLOYEES" means any persons who are or have been at any time
       prior to Completion employed by the Company or engaged by the Vendors to
       any extent working in the business of the Company including those persons
       set out in schedule 10;

       "SHARES" means all of the issued shares in the capital of APHL, BRL, DBHL
       and Chargelink;

       "SUBSTANTIAL CUSTOMER" means a customer accounting for more than five per
       cent. of a Company's sales in the financial year ended on the Accounts
       Date;

       "SUBSTANTIAL SUPPLIER" means a supplier accounting for more than five per
       cent. of a Company's purchases in the financial year ended on the
       Accounts Date;
<PAGE>   8
       "SYSTEMS" means all plant, equipment, systems, devices and components
       which contain or are controlled or monitored by computer systems,
       microprocessors or software;

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

       "TAX" or "tax" shall have the meaning given to it in the Tax Deed;

       "TAXATION AUTHORITY" means any local, municipal, governmental, state,
       federal or fiscal, revenue, customs or excise authority, body, agency or
       official anywhere in the world having or purporting to have power or
       authority in relation to Tax including the Inland Revenue and HM Customs
       and Excise;

       "TAXATION STATUTES" means all statutes, statutory instruments, orders,
       enactments, laws, by-laws, directives and regulations, whether domestic
       or foreign decrees, providing for or imposing any Tax;

       "TAX DEED" means a deed of indemnity in the agreed terms;

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

       "TERRITORY" means the United Kingdom;

       "THIRD PARTY PRODUCT LICENCES" means product licences owned by third
       parties and which are marketed by any Company including but not limited
       to the product licences as detailed at part 4 of schedule 8;

       "TRADEMARKS" means trademarks owned by the Companies as detailed at
       Schedule 7A and the trademark application as detailed in schedule 7B;

       "TMA" means the Taxes Management Act 1970;

       "VATA" means the Value Added Tax Act 1994 and "VAT LEGISLATION" means
       VATA and all regulations and orders made thereunder;

       "VENDORS' GROUP" means any companies directly or indirectly controlled by
       one or more of the Vendors, excluding the Companies, all of them and each
       of them as the context admits;

       "VENDORS' REPRESENTATIVE" means Dr. Burston;

       "VENDORS' SOLICITORS ACCOUNT" means the account in the name of Eyton
       Morris Winfield, number 10305332 at Barclays Bank plc of Cliftonville
       Business Centre Branch, Northampton, Sort Code 20-61-51;

       "VENDORS' SOLICITORS" means Eyton Morris Winfield of Seckloe House, 101
       North 13th Street, Central Milton Keynes, MK9 3N11;

       "WARRANTIES" means the warranties set out in schedule 3.
<PAGE>   9
1.2    In this agreement unless otherwise specified, reference to:

       (a)    a "SUBSIDIARY UNDERTAKING" is to be construed in accordance with
              section 258 of the Companies Act 1985 and a "SUBSIDIARY" or
              "HOLDING COMPANY" is to be construed in accordance with section
              736 of that Act;

       (b)    a document in the "AGREED TERMS" is a reference to that document
              in the form approved and for the purposes of identification signed
              by or on behalf of each party;

       (c)    "FA" followed by a stated year means the Finance Act of that year;

       (d)    "INCLUDES" and "INCLUDING" shall mean including without
              limitation;

       (e)    a "PARTY" means a party to this agreement and includes its
              assignees (if any) and/or the successors in title to substantially
              the whole of its undertaking and, in the case of an individual, to
              his or her estate and personal representatives;

       (f)    a "PERSON" includes any person, individual, company, firm,
              corporation, government, state or agency of a state or any
              undertaking (whether or not having separate legal personality and
              irrespective of the jurisdiction in or under the law of which it
              was incorporated or exists);

       (g)    a "STATUTE" or "STATUTORY INSTRUMENT" or "ACCOUNTING STANDARD" or
              any of their provisions is to be construed as a reference to that
              statute or statutory instrument or accounting standard or such
              provision as the same may have been amended or re-enacted before
              the date of this agreement;

       (h)    "CLAUSES", "PARAGRAPHS" or "SCHEDULES" are to clauses and
              paragraphs of and schedules to this agreement;

       (i)    "WRITING" includes any methods of representing words in a legible
              form other than writing on an electronic or visual display screen
              or in other non-transitory form;

       (j)    words denoting the singular shall include the plural and vice
              versa and words denoting any gender shall include all genders.

1.3    The schedules form part of the operative provisions of this agreement and
       references to this agreement shall, unless the context otherwise
       requires, include references to the schedules.

1.4    The index to and the headings and the descriptive notes in brackets
       relating to provisions of taxation statutes in this agreement are for
       information only and are to be ignored in construing the same.

1.5    Save as otherwise provided, the obligations and liabilities of the
       Vendors under this agreement shall be joint and several.

1.6    Any question of whether a person is connected with another shall be
       determined in accordance with section 839 of the TA (except that in
       construing section 839 "CONTROL" has the meaning
<PAGE>   10
       given by section 840 or section 416 of the TA so that there is control
       whenever section 840 or 416 requires) which shall apply in relation to
       this agreement as it applies in relation to the TA.

2.     SALE AND PURCHASE

2.1    Upon the terms and subject to the conditions of this agreement the
       Vendors as legal and beneficial owners and with full title guarantee
       shall sell and the Purchaser shall purchase the Shares with effect from
       Completion free from any Encumbrance together with all accrued benefits
       and rights attached thereto and all dividends declared after the Accounts
       Date in respect of the Shares, save for the scrip dividend declared by
       BRL on 2 June 1999.

2.2    The Vendors waive or agree to procure the waiver of any rights or
       restrictions conferred upon them or any other person which may exist in
       relation to the Shares under the articles of the Companies or otherwise.

2.3    The Purchaser shall not be obliged to complete the purchase of any of the
       Shares unless the Vendors complete the sale of all of the Shares
       simultaneously, but completion of the purchase of some of the Shares
       shall not affect the rights of the Purchaser with respect to its rights
       to the other of the Shares.

2.4    The consideration for such sale and purchase shall be the total sum of
       L19,106,719 to be satisfied in cash on Completion (the "CONSIDERATION").

3.     COMPLETION

3.1    Completion shall take place at the offices of the Vendors' Solicitors or
       at such other place as the parties may agree immediately after the
       execution of this agreement.

3.2    On Completion the Vendors shall deliver to or, if the Purchaser shall so
       agree, make available to the Purchaser:

       (a)    transfers in common form relating to all the Shares duly executed
              in favour of the Purchaser (or as it may direct);

       (b)    share certificates relating to the Shares;

       (c)    any waivers or consents by any persons which the Purchaser has
              specified prior to Completion in the agreed terms so as to enable
              the Purchaser or its nominees to be registered as the holders of
              the Shares;

       (d)    resignations in the agreed terms duly executed as deeds of all the
              directors and the secretary of each Company from their offices as
              director or secretary of and their employment with each Company
              containing a confirmation that they have no claims (whether
              statutory, contractual or otherwise) against any Company for
              compensation for loss of office or termination of employment or
              for unpaid remuneration or otherwise together with delivery to the
              Purchaser of all property of any Company in their possession or
              under their control;
<PAGE>   11
       (e)    the written resignations of the auditors of each Company
              containing an acknowledgement that they have no claim against any
              Company for compensation for loss of office, professional fees or
              otherwise and a statement under section 394(1) of the Companies
              Act 1985;

       (f)    the common seals, certificates of incorporation and statutory
              books, share certificate books and cheque books of each Company;

       (g)    the Tax Deed duly executed by Dr. Burston;

       (h)    to the extent not in the possession of any Company, all books of
              account or references as to customers and/or suppliers and other
              records (including without limitation records relating to or
              embodying the Companies Intellectual Property) and all insurance
              policies in any way relating to or concerning the businesses of
              any Company;

       (i)    to the extent not in the possession of any Company, all licences,
              consents, Permits and authorisations obtained by or issued to any
              Company or any other person in connection with the business
              carried on by any Company and such contracts, deeds or other
              documents (including assignments of any such licences) as shall
              have been required by the Purchaser's Solicitors prior to the date
              hereof;

       (j)    a release in the agreed terms duly executed as a deed, in a form
              satisfactory to the Purchaser, releasing each Company and their
              respective officers or employees from any liability whatsoever
              (actual or contingent) which may be owing to the Vendors or any of
              their Related Persons by any Company except those arising in the
              ordinary course of trade;

       (k)    voting powers of attorney in relation to the Shares in the agreed
              terms duly executed by the relevant Vendors.

3.3    At or prior to Completion (and prior to the taking effect of the
       resignations of the directors referred to in clause 3.2(d) above) the
       Vendors shall procure passing of board resolutions of each Company in the
       agreed terms:

       (a)    sanctioning for registration (subject where necessary to due
              stamping) the transfers in respect of the Shares;

       (b)    appointing Dr. John King and Geoffrey Elliott to be the directors
              and Stephen Campbell to be the secretary of each Company;

       (c)    revoking all mandates to bankers and giving authority in favour of
              the directors appointed under clause 3.3(b) above and Stephen
              Campbell and Paul Brown or such other persons as the Purchaser may
              nominate to operate the bank accounts thereof;

       (d)    resolving that the registered office of each Company be changed to
              Broadwalk House, 5 Appold Street, London, EC2A 2HA;

       (e)    changing the accounting reference date of each Company to 30
              September.
<PAGE>   12
3.4    The Vendors shall procure that at Completion:

       (a)    there are repaid all sums (if any) owing to any Company by the
              Vendors or by the directors of any Company or any of their Related
              Persons except those arising in the ordinary course of trade and
              whether or not such sums are due for repayment;

       (b)    each Company is released from any guarantee, indemnity, bond,
              letter of comfort or Encumbrance or other similar obligation given
              or incurred by it which relates in whole or in part to debts or
              other liabilities or obligations, whether actual or contingent, of
              any person other than another Company;

       and prior to such repayment or release the Vendors undertake to the
       Purchaser (on behalf of themselves and as trustee on behalf of each
       Company) to keep each Company fully indemnified against any failure to
       make any such repayment or any liability arising under any such
       guarantee, indemnity, bond, letter of comfort or Encumbrance.

3.5    Upon compliance by the Vendors with the provisions of clauses 3.2, 3.3
       and 3.4 the Purchaser shall:

       (a)    provide for the transfer by CHAPS of L18,548,937 to the Vendors'
              Solicitors Account; and

       (b)    deliver to the Vendors a counterpart of the Tax Deed duly executed
              by the Purchaser;

       (c)    procure the repayment by BRL and DBHL to Dr. Burston of the sum of
              L425,230 in full satisfaction of the Director's Loan by CHAPS to
              the Vendors' Solicitors Account;

       (d)    procure the payment by BRL to Barclays Bank plc of L748,557 to
              discharge the amount owed by BRL to Barclays Bank plc at
              Completion by CHAPS to the account in the name of BRL, at the
              Escrow Bank;

       (e)    provide for the transfer by CHAPS of the Escrow Amount to the
              Escrow Account.

3.6    Payment by telegraphic transfer to the Vendors' Solicitors Account for
       the sum of the amounts stated in clauses 3.5(a), (c) and (d) shall
       constitute full payment of the Consideration (less the Escrow Amount) and
       the Director's Loan and the Company overdraft accounts at Barclays Bank
       plc and shall discharge the obligations of the Purchaser in relation to
       the payment thereof and the Purchaser shall not be concerned to see that
       the monies transferred are applied in paying the Vendors, the Vendors'
       Group or any person in accordance with their respective entitlements.

4.     PURCHASER'S POST-COMPLETION UNDERTAKINGS

4.1    The Purchaser undertakes to procure that each Company executes all
       necessary applications, consents and other documentation prepared by the
       Vendors' Group at the Vendors' Group expense in connection with
       applications to the United Kingdom Medicine Control Agency for:

       (a)    cross referral product licences in favour of the Vendors' Group
              relating to the following products only to the extent that the
              cross referral product licences are used in the
<PAGE>   13
              development of novel delivery systems for such products or used
              for the distribution of such products outside the Territory:

              (i)    Salbutamol nebuliser 1% and 2%

              (ii)   Ipratropium nebuliser 1ml and 2ml

              (iii)  Saline Solution 2.5ml

              (iv)   Terbutaline nebuliser.

       (b)    change of name of the product licence holder in favour of the
              Vendors' Group relating to the following products for which
              product licence applications have been submitted but not granted:

              (i)    subject to the provisions of clause 5.3, Diclofenac MR
                     tablets 75mg and 100mg

              (ii)   Sodium Cromoglycate nebuliser

              (iii)  Nifedipine MR tablets 20mg

              (iv)   Betahistine 8mg and 16mg tablets.

       (c)    change of name of the product licence holder in favour of the
              Vendors' Group relating to the following products for which
              product licences have been granted:

              (i)    Medicinal Bath Oil

              (ii)   Buspirone Hydrochloride 5mg

              (iii)  Buspirone Hydrochloride 10mg

              (iv)   Captopril 12.5mg, 25mg and 50mg tablets

              (v)    Diltiazem 120mg capsules (for PL 16900/0018 only)

              (vi)   Tamoxifen 10mg, 20mg and 40mg tablets.

4.2    The Purchaser undertakes to procure that no Company shall withdraw or
       amend any application currently pending made by any Company or made by
       any Company pursuant to clause 4.1 to transfer a product licence or a
       product licence application to the Vendors' Group or to create a
       cross-referral product licence in favour of the Vendors' Group without
       the written consent of the Vendors' Representative.

4.3    The Purchaser shall procure that APHL, DBHL and BRL shall as soon as
       reasonably practicable and in any event prior to 31 January 2001, change
       their corporate names to names which do not include the "Ashbourne" or
       "Dallas Burston" or "Bartholomew Rhodes" names or any name intended or
       likely to be confused or associated with the same and shall procure
       registration of the new names with Companies House promptly thereafter
       and upon receipt of confirmation from
<PAGE>   14
       Companies House that such name changes have been effected, the Purchaser
       shall provide written proof thereof to the Vendors' Representatives.

4.4    The Purchaser undertakes to procure that APHL provides the Vendors' Group
       all such assistance as it may reasonably require at the cost of the
       Vendors' Group in effecting the change of the Medicine Control Agency
       stem member of Ashbourne Pharmaceuticals Limited.

4.5    The Purchaser shall procure that BRL at the cost of the Vendors' Group,
       provides such reasonable assistance as the Vendors' Group requires in
       terminating the employment of the Retained Employees within ten Business
       Days from Completion.

4.6    The Purchaser agrees that it shall receive the proceeds of the Insurance
       Claim as trustees for the Vendors' Group and shall notify Dr. Burston
       upon receipt of such proceeds and shall within five Business Days of its
       receipt pay such proceeds to the Vendors' Group as directed by Dr.
       Burston. The Purchaser further agrees to forward any enquiries relating
       to the Insurance Claim to Dr. Burston as soon as practicable.

5.     DR. BURSTON POST-COMPLETION UNDERTAKINGS

5.1    Dr. Burston undertakes to procure that no later than ten Business Days
       from Completion the Vendors' Group delivers letters to the Retained
       Employees confirming that:

       (a)    such employees are from the date of this agreement employed by a
              member of the Vendors' Group and not by BRL; and

       (b)    such employees' terms and conditions of employment and continuity
              of employment remain unaffected.

5.2    Dr. Burston undertakes to procure that no later than five Business Days
       from Completion or later, if requested by the Purchaser BRL deliver to
       the Purchaser in an electronically stored form acceptable to the
       Purchaser:

       (a)    BRL's stock and stock control data;

       (b)    BRL's data processing data;

       (c)    BRL's sales order processing data;

       (d)    BRL's OPERA system which comprises sales module, purchase module
              and nominal module;

       (e)    BRL's customer and supplier information and price lists.

5.3    Dr. Burston undertakes to procure that the Vendors' Group executes all
       necessary applications, consents and other documentation prepared by the
       Vendors' Group at the Purchaser's Group's expense in connection with
       applications to the United Kingdom Medicine Control Agency for cross
       referral product licences in favour of the Purchaser's Group for the
       products Diclofenac MR tablets 75mg and 100mg.
<PAGE>   15
5.4    Dr. Burston undertakes to procure that the Vendors' Group within 20
       Business Days of Completion delivers to the Purchaser copies of the
       bio-equivalence studies for isosorbide mononitrate 60mg XL tablet and
       50mg XL capsule which shall be utilised by the Purchaser only in
       connection with application for product licences for such products in the
       Republic of Ireland.

6.     WARRANTIES

6.1    Dr. Burston warrants to the Purchaser in the terms of the Warranties
       which Warranties shall remain in full force and effect after Completion.

6.2    Any information supplied by or on behalf of any Company to or on behalf
       of Dr. Burston in connection with the Warranties, the Disclosure Letter
       or otherwise in relation to the business and affairs of any Company shall
       not constitute a representation or warranty or guarantee as to the
       accuracy thereof by any Company and Dr. Burston undertakes to the
       Purchaser (on behalf of himself and as trustee of each Company and their
       respective directors, employees, agents and advisers) that he will not
       bring any and all claims which he might otherwise have against any
       Company or any of their respective directors, employees, agents or
       advisers in respect thereof including in respect of fraud or fraudulent
       concealment.

6.3    Each of the Warranties shall be construed as a separate warranty, and
       (unless expressly provided to the contrary) shall not be limited by the
       terms of any of the other Warranties or by any other term of this
       agreement.

6.4    The liability of Dr. Burston under the Warranties shall be limited if and
       to the extent that the limitations referred to in schedule 4 apply.

6.5    No information relating to any Company of which the Purchaser has
       knowledge (actual or constructive) other than that contained in or
       referred to in this agreement and/or included in the Disclosure Letter
       and no investigation by or on behalf of the Purchaser shall prejudice any
       claim by the Purchaser under the Warranties or reduce any amount
       recoverable thereunder.

6A.    INDEMNITIES

6A.1   Dr. Burston undertakes to the Purchaser in the terms of schedule 6.

6A.2   Dr. Burston undertakes to indemnify the Purchaser for and against all
       liabilities, claims, losses, damages, costs and expenses incurred or
       suffered by the Purchaser in the event of the failure of Holopack GmbH
       ("HOLOPACK") to supply all or any of the products currently supplied by
       it pursuant to the Supply Agreement between Holopack and Ashbourne
       Pharmaceuticals Limited during the six month period following such
       failure provided that the amount payable in relation to any failure by
       Holopack to supply product shall be limited on a product by product basis
       as follows:

       (a)    for the product Ipratropium Nebuliser 250mg/ml 1 + 2 ml L185,016;

       (b)    for the product Salbutamol Nebuliser 1mg/ml and 2mg/ml L118,554;

       (c)    for the product Saline Diluent 2.5ml and for the product Saline
              Medical Device Irrigation 20ml L1,836; and
<PAGE>   16
       (d)    for the product Terbutaline Nebuliser 2.5mg/ml L7,824.

6A.3   If the Purchaser (acting reasonably) elects to withdraw
       product marketed by the Purchaser using the ISOTARD
       trademark to avoid litigation or other proceedings being
       instituted by the registered proprietor of the trademark
       ISOCARD, Dr. Burston undertakes to purchase all Isotard
       Stock in the possession of the Purchaser at the price at
       which it was purchased by the Purchaser provided that the
       aggregate purchase price payable by Dr. Burston under this
       clause 6A.3 shall not exceed L200,000 (exclusive of VAT).

6A.4   If the Purchaser (acting reasonably) elects to recall
       product marketed by the Purchaser using the ISOTARD
       trademark to avoid litigation or other proceedings being
       instituted by the registered proprietor of the trademark
       ISOCARD which product has previously been sold to
       customers (the "RECALL"), Dr. Burston undertakes to
       purchase all such Isotard Stock at the prices at which it
       was sold to customers by the Purchaser provided that the
       aggregate amount payable by Dr. Burston under this clause
       6A.4 shall not exceed L140,000 (exclusive of VAT).

6A.5   Dr. Burston undertakes to indemnify the Purchaser for all costs and
       expenses incurred in, and fees payable pursuant to, the negotiation and
       execution of a co-existence agreement between the Purchaser and the
       registered proprietor of the trademark ISOCARD in relation to the use of
       the ISOTARD trademark provided that:

       (a)    Dr. Burston shall be given notice by the Purchaser of the
              commencement of and kept informed as to the progress of, such
              negotiations; and

       (b)    the aggregate amount payable by Dr. Burston under this clause 6A.5
              shall not exceed the amount which would be payable by Dr. Burston
              under clause 6A.3 had the Purchaser made the election contemplated
              by clause 6A.3;

       (c)    the Purchaser shall not conclude such negotiations without prior
              consultation with Dr. Burston as to the proposed material terms of
              any such agreement.

6A.6   In the event of a claim being satisfied by Dr. Burston under clauses 6A.3
       and/or 6A.4 then Dr. Burston shall have no liability to the Purchaser
       under clause 6A.5 and vice versa.

6A.7   Any amounts payable by Dr. Burston under this clause 6A shall be made to
       the Purchaser within five Business Days following Dr. Burston being
       invoiced therefor.

6A.8   For the purpose of this clause 6A, "PURCHASER" shall include the
       Companies and the Purchaser's Group.

7.     PROTECTION OF GOODWILL

7.1    Dr. Burston hereby undertakes to procure that (except as otherwise agreed
       in writing with the Purchaser) he will not either solely or jointly with
       any other person, including without limitation any Related Persons
       (either on their own account or as the agent of any other person):
<PAGE>   17
       (a)    subject to the provision of clause 7.1(d) for a period of three
              years from Completion carry on or be engaged or concerned or
              (except as the holder of shares in a listed company which confer
              not more than five per cent. of the votes which can generally be
              cast at a general meeting of the company) interested directly or
              indirectly in a business which supplies pharmaceuticals products
              with the same active ingredients, presentation and strength as the
              products listed at parts 1 to 3 inclusive of schedule 8 and the
              product Isosorbide Mononitrate 30mg tablet SR in the United
              Kingdom and/or the Republic of Ireland;

       (b)    subject to the provision of clause 7.1(d) for a period of three
              years from Completion solicit or accept the custom of any person
              in respect of pharmaceutical products with the same active
              ingredients, presentation and strength as the pharmaceuticals
              products listed at Parts 1 and 3 inclusive of schedule 8 supplied
              by any Company in the United Kingdom and/or the Republic of
              Ireland during the period of 24 months prior to Completion, such
              person having been a customer of any Company in respect of such
              products during such period;

       (c)    use any Trademark or any other name intended or likely to be
              confused with any Trademark;

       (d)    nothing contained in the provisions of sub-clauses of sub-clauses
              shall prevent:

              (i)    the sale by the Vendors' Group of Isosorbide Mononitrate
                     40mg S R tablets under the brand names Monit and/or Ismo to
                     fill prescriptions written by such brand names; or

              (ii)   the marketing and distribution of pharmaceuticals products
                     by the Vendors' Group to dispensing doctors in the
                     Territory.

7.2    Dr. Burston hereby further undertakes for a period of three years from
       Completion that he will not, and will not procure the Vendors' Group to,
       directly or indirectly sell or otherwise dispose of any rights in the
       following to a person other than the Vendors' Group:

       (a)    the cross-referral product licences referred to at clause 4.1(a);

       (b)    the product licence for Diltiazem 120mg capsules IPL 16900/0018;

       (c)    the product licences for Diclofenac MR tablets 75mg and 100mg
              owned by the Vendors' Group; and

       (d)    the product licence for Aspirin 300mg e.c. owned by the Vendors'
              Group.

7.3    Dr. Burston agrees that the undertakings contained in this clause 7 are
       reasonable and are entered into for the purpose of protecting the
       goodwill of the business of each Company and that accordingly the benefit
       of the undertakings may be assigned by the Purchaser and its successors
       in title without the consent of the Vendors' Representative.

7.4    Each undertaking contained in this clause 7 is and shall be construed as
       separate and severable and if one or more of the undertakings is held to
       be against the public interest or unlawful or in
<PAGE>   18
       any way an unreasonable restraint of trade or unenforceable in whole or
       in part for any reason the remaining undertakings or parts thereof, as
       appropriate, shall continue to bind Dr. Burston.

7.5    If any undertaking contained in this clause 7 shall be held to be void
       but would be valid if deleted in part or reduced in application, such
       undertaking shall apply with such deletion or modification as may be
       necessary to make it valid and enforceable. Without prejudice to the
       generality of the foregoing, such period (as the same may previously have
       been reduced by virtue of this clause 7.5) shall take effect as if
       reduced by six months until the resulting period shall be valid and
       enforceable.

7.6    No provision of this agreement, by virtue of which this agreement is
       subject to registration (if such be the case) under the Restrictive Trade
       Practices Act 1976 (unless this agreement is a non-notifiable agreement
       pursuant to section 27A of that Act), shall take effect until the day
       after particulars of this agreement have been furnished to the
       Director-General of Fair Trading pursuant to section 24 of that Act. For
       this purpose the expression "this agreement" includes any agreement or
       arrangement of which this agreement forms part and which is registrable
       or by virtue of which this agreement is registrable.

8.     CONFIDENTIAL INFORMATION

8.1    The Vendors shall:

       (a)    not, and shall procure that none of their Related Persons or any
              director, officer or employee or adviser or agent of the Vendors'
              Group shall, use or disclose to any person Confidential
              Information; and

       (b)    use all reasonable endeavours to prevent the use or disclosure of
              Confidential Information by any person other than by members of
              the Purchaser's Group.

8.2    Clause 8.1 does not apply to:

       (a)    disclosure of Confidential Information to or at the written
              request of the Purchaser;

       (b)    use or disclosure of Confidential Information required to be
              disclosed by law, regulation, any revenue authority or the London
              Stock Exchange;

       (c)    disclosure of Confidential Information to professional advisers
              for the purpose of advising any of the Vendors; or

       (d)    Confidential Information which is in the public domain other than
              by a breach by any of the Vendors of clause 8.1.

9.     INTELLECTUAL PROPERTY

       The Vendors shall not, and shall procure that none of the Vendors'
       Related Persons or any third party shall, use or disclose to any person
       any of the Intellectual Property owned by or licensed to any Company
       except where such use or disclosure is required by the Purchaser pursuant
       to the further assurance provisions of clause 13.
<PAGE>   19
10.    ANNOUNCEMENTS

10.1   The Vendors and the Purchaser shall not, without the prior written
       consent of the other party, disclose the making of this agreement nor its
       terms nor any other agreement referred to in this agreement and shall
       procure that each of their Related Persons and its professional advisers
       shall not make any such disclosure without the prior consent of the other
       party unless disclosure is to its professional advisers or required by
       law or by the London Stock Exchange provided that this clause 10.1 does
       not apply to announcements, communications or circulars made or sent by
       the Purchaser after Completion to customers, clients or suppliers of any
       Company to the extent that it informs them of the Purchaser's acquisition
       of the Shares or to any announcements sent by the Vendors or the
       Purchaser after Completion containing only information which has become
       generally available.

10.2   The restrictions contained in clause 10.1 shall apply without limit of
       time.

11.    COSTS

       Unless expressly otherwise provided in this agreement each of the parties
       shall bear its own legal, accountancy and other costs, charges and
       expenses connected with the sale and purchase of the Shares.

12.    EFFECT OF COMPLETION

12.1   The terms of this agreement (insofar as not performed at Completion and
       subject as specifically otherwise provided in this agreement) shall
       continue in force after and notwithstanding Completion.

12.2   The remedies of the Purchaser in respect of any breach of any of the
       Warranties shall continue to subsist notwithstanding Completion.

13.    FURTHER ASSURANCES

13.1   Following Completion the Vendors shall from time to time forthwith upon
       request from the Purchaser at the Purchaser's expense do or procure the
       doing of all acts and/or execute or procure the execution of all such
       documents in a form reasonably satisfactory to the Purchaser for the
       purpose of vesting in the Purchaser the full legal and beneficial title
       to the:

       (a)    Shares and otherwise giving the Purchaser the full benefit of this
              agreement; and

       (b)    Product Licences, the Product Licence Dossiers and the Trademarks.

13.2   For a reasonable period following Completion the Vendors shall, or shall
       procure that the Vendors' Group shall, at the Purchaser's expense,
       provide:

       (a)    such financial and regulatory information in relation to the
              Product Licences, Product Licence Dossiers and Trademarks; and
<PAGE>   20
       (b)    such assistance in relation to any information technology problems
              arising from the Purchaser's use of the Business Data within a
              reasonable time following the Purchaser's request for such
              assistance; and

       (c)    such assistance in relation to the transfer to the Purchaser of
              any telephone and facsimile numbers primarily used by the Company

       as the Purchaser may reasonably request.

14.    ENTIRE AGREEMENT

14.1   Each party on behalf of itself and as agent for each of its Related
       Persons acknowledges and agrees with the other parties (each such party
       acting on behalf of itself and as agent for each of its Related Persons)
       that:

       (a)    this agreement together with any other documents referred to in
              this agreement (together the "TRANSACTION DOCUMENTS") constitute
              the entire and only agreement between the parties and their
              respective Related Persons relating to the subject matter of the
              Transaction Documents;

       (b)    neither it nor any of its Related Persons have been induced to
              enter into any Transaction Document in reliance upon, nor have
              they been given, any warranty, representation, statement,
              assurance, covenant, agreement, undertaking, indemnity or
              commitment of any nature whatsoever other than as are expressly
              set out in the Transaction Documents and, to the extent that any
              of them have been, it (acting on behalf of itself and as agent on
              behalf of each of its Related Persons) unconditionally and
              irrevocably waives any claims, rights or remedies which any of
              them might otherwise have had in relation thereto;

       PROVIDED THAT the provisions of this clause 14 shall not exclude any
       liability which any of the parties or, where appropriate, their Related
       Persons would otherwise have to any other party or, where appropriate, to
       any other party's Related Persons or any right which any of them may have
       in respect of any statements made fraudulently by any of them prior to
       the execution of this agreement or any rights which any of them may have
       in respect of fraudulent concealment by any of them.

15.    VARIATIONS

       This agreement may be varied only by a document signed by the Vendors'
       Representative and the Purchaser.

16.    WAIVER

16.1   A waiver of any term, provision or condition of, or consent granted
       under, this agreement shall be effective only if given in writing and
       signed by the waiving or consenting party and then only in the instance
       and for the purpose for which it is given.

16.2   No failure or delay on the part of any party in exercising any right,
       power or privilege under this agreement shall operate as a waiver
       thereof, nor shall any single or partial exercise of any such
<PAGE>   21
       right, power or privilege preclude any other or further exercise thereof
       or the exercise of any other right, power or privilege.

16.3   No breach of any provision of this agreement shall be waived or
       discharged except with the express written consent of the Vendors'
       Representative and the Purchaser.

16.4   The rights and remedies herein provided are cumulative with and not
       exclusive of any rights or remedies provided by law.

17.    INVALIDITY

17.1   If any provision of this agreement is or becomes invalid, illegal or
       unenforceable in any respect under the law of any jurisdiction:

17.2   the validity, legality and enforceability under the law of that
       jurisdiction of any other provision; and

17.3   the validity, legality and enforceability under the law of any other
       jurisdiction of that or any other provision,

       shall not be affected or impaired in any way.

18.    NOTICES

18.1   Any notice, demand or other communication given or made under or in
       connection with the matters contemplated by this agreement shall be in
       writing and shall be delivered personally or sent by fax or prepaid first
       class post (air mail if posted to or from a place outside the United
       Kingdom):

       In the case of the Purchaser to:

       Galen Holdings plc
       Seagoe Industrial Estate
       Craigavon
       Co. Armagh
       Northern Ireland BT63 5UA
       Fax: 01762 331500
       Attention: Stephen Campbell

       with a copy to the Purchaser's Solicitors at the address set out in this
       agreement marked for the attention of Richie Clark/Noelle Colfer.

       In the case of the Vendors' Representative to:

       Dr. D J Burston
       Hill Farm
       Victors Barns
       Brixworth
       Northampton
<PAGE>   22
       NN6 9DQ
       Fax: 01604 880957
       Attention: Dr. D J Burston

       with a copy to the Vendors' Solicitors at the address set out in this
       agreement marked for the attention of Ian Morris

       and shall be deemed to have been duly given or made as follows:

       (a)    if personally delivered, upon delivery at the address of the
              relevant party;

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

       (c)    if sent by fax, when despatched;

       provided that if, in accordance with the above provisions, any such
       notice, demand or other communication would otherwise be deemed to be
       given or made after 5.00 p.m. on a Business Day such notice, demand or
       other communication shall be deemed to be given or made at 9.00 a.m. on
       the next Business Day.

18.2   A party may notify the other party to this agreement of a change to its
       name, relevant addressee, address or fax number for the purposes of
       clause 18.1 provided that such notification shall only be effective on:

       (a)    the date specified in the notification as the date on which the
              change is to take place; or

       (b)    if no date is specified or the date specified is less than five
              Business Days after the date on which notice is given, the date
              falling five Business Days after notice of any such change has
              been given.

19.    COUNTERPARTS

       This agreement may be executed in any number of counterparts which
       together shall constitute one agreement. Any party may enter into this
       agreement by executing a counterpart and this agreement shall not take
       effect until it has been executed by both parties.

20.    GOVERNING LAW AND JURISDICTION

20.1   This agreement (and any dispute, controversy, proceedings or claim of
       whatever nature arising out of or in any way relating to this agreement
       or its formation) shall be governed by and construed in accordance with
       English law.

20.2   Each of the parties to this agreement irrevocably agrees that the courts
       of England shall have exclusive jurisdiction to hear and decide any suit,
       action or proceedings, and/or to settle any disputes, which may arise out
       of or in connection with this agreement (respectively, "PROCEEDINGS" and
       "DISPUTES") and, for these purposes, each party irrevocably submits to
       the jurisdiction of the courts of England.
<PAGE>   23
20.3   Each party irrevocably waives any objection which it might at any time
       have to the courts of England being nominated as the forum to hear and
       decide any Proceedings and to settle any Disputes and agrees not to claim
       that the courts of England are not a convenient or appropriate forum for
       any such Proceedings or Disputes and further irrevocably agrees that a
       judgment in any Proceedings or Disputes brought in any court referred to
       in this clause 20 shall be conclusive and binding upon the parties and
       may be enforced in the courts of any other jurisdiction.

20.4   Without prejudice to any other permitted mode of service the parties
       agree that service of any claim, writ, notice or other document
       ("DOCUMENTS") for the purpose of any Proceedings begun in England shall
       be duly served upon it if delivered personally or sent by registered
       post, in the case of:

       (a)    any of the Vendors to the Vendors' Solicitors at the address set
              out in this agreement (marked for the attention of Ian Morris);
              and

       (b)    the Purchaser to the Purchaser's Solicitors at the address set out
              in this agreement (marked for the attention of Richie Clark/Noelle
              Colfer)

       or such other person and address in England and/or Wales as the Vendors'
       Representative shall notify the Purchaser in writing or the Purchaser the
       Vendors' Representative from time to time.

21.    GROSS UP

       All sums payable by Dr. Burston under schedule 6 shall be paid free and
       clear of all deductions or withholdings (including Tax) unless the
       deduction or withholding is required by law, in which event or in the
       event that the Purchaser shall incur any liability for Tax chargeable or
       assessable in respect of any payment pursuant to this agreement, Dr.
       Burston shall pay such additional amounts as shall be required to ensure
       that the net amount received and retained by the Purchaser (after Tax)
       will equal the full amount which would have been received and retained by
       it had no such deduction or withholding been made and/or no such
       liability to Tax been incurred and in applying this clause 21 no account
       shall be taken of the extent to which any liability for Tax may be
       mitigated or offset by any Relief (as defined in the Tax Deed) available
       to the Purchaser so that where such Relief is available the additional
       amount payable hereunder shall be the amount which would have been
       payable in the absence of such availability.

22.    ESCROW ARRANGEMENTS

22.1   OPERATION OF THE ESCROW ACCOUNT

       (a)    The Escrow Amount shall be paid to the Escrow Account by the
              Purchaser at Completion in accordance with clause 3.6 and the
              monies making up the Escrow Amount shall be kept separate from and
              not co-mingled with any other monies (save for interest on the
              Escrow Amount).

       (b)    Neither the Vendors' Solicitors nor the Purchaser's Solicitors
              shall be deemed to be trustees and shall have no obligations in
              connection with the Escrow Account or its administration other
              than those set out in this clause 22.
<PAGE>   24
       (c)    No payment out of the Escrow Account shall be authorised nor will
              it be requested except as prescribed in clauses 2.2 1(d) to (g)
              inclusive and following the delivery to the Escrow Bank of
              mandated instructions in the agreed terms signed by one partner of
              each of the Vendors' Solicitors and Purchaser's Solicitors. Any
              signature and/or action required so that a payment may be made
              under the terms of this clause 22 shall not be unreasonably
              withheld or delayed.

       (d)    If the Contributions Agency notifies the Company that no amount in
              relation to Bonus NIC is payable by the Company, then within five
              Business Days of the receipt of such notice each of the Vendors'
              Representative and the Purchaser shall give or procure that
              instructions are given to the Escrow Bank in accordance with
              clause 22.1(c) for a sum to be paid to the Vendors' Representative
              on behalf of the Vendors equal to the Escrow Amount, plus all
              accrued interest in accordance with clause 22.1(g).

       (e)    If the Contributions Agency notifies the Company that Bonus NIC is
              payable by the Company then subject to the provisions of clause 5
              of the Tax Deed (with necessary changes) within five Business Days
              of receipt of such notice each of the Vendors' Representative and
              the Purchaser shall give or procure that instructions are given to
              the Escrow Bank in accordance with clause 22.1(c) and, if
              applicable clause 22.1(g) for a sum to be paid to the Purchaser
              equal to the lesser of the Bonus NIC and the Escrow Amount
              (including all accrued interest in relation to the Escrow Amount).

       (f)    If following a payment to the Purchaser pursuant to clause 22.1(e)
              any balance remains in the Escrow Account, then each of the
              Vendors' Representatives and the Purchaser shall give or procure
              that instructions are given to the Escrow Bank in accordance with
              clause 22.1(c) for a sum to be paid to the Vendors' Representative
              on behalf of the Vendors equal to such balance plus any accrued
              interest remaining in thereon in accordance with clause 22.1(g).

       (g)    Interest accruing to the Escrow Account shall belong to the
              Purchaser to the extent that any such interest is necessary to be
              added to the Escrow Amount in order to equal any Bonus NIC payable
              pursuant to clause 22.1(e), and in all other cases it shall belong
              to the Vendors and the Escrow Bank shall be mandated to pay such
              interest accordingly.

       (h)    All payment under this clause 22 to be made:

              (i)    to the Purchaser, shall be paid by CHAPS to the Purchaser's
                     Solicitors Account; and

              (ii)   to the Vendors, shall be paid by CHAPS to the Vendors'
                     Solicitors Account,

              or by CHAPS to such other account as any party shall notify the
              others in writing from time to time.

       (i)    Any payment to the Purchaser pursuant to this clause 22 shall be
              considered to be a reduction in the Consideration.
<PAGE>   25
23.    EXCLUDED CONTRACTS

23.1   Dr. Burston agrees with the Purchaser with effect from the Completion
       Date to procure that the Vendors' Group assumes the obligations of and
       becomes entitled to the benefits of the Companies under the Excluded
       Contracts and Dr. Burston shall procure that the Vendors' Group carries
       out, performs and completes all the obligations and liabilities created
       by or arising under the Excluded Contracts from the Completion Date and
       Dr. Burston shall indemnify the Purchaser and keep it fully indemnified
       against all liabilities, losses, actions, proceedings, costs, claims,
       demands and expenses brought or made against or incurred by the Purchaser
       in respect of the non-performance or defective or negligent performance
       by the Vendors' Group of the Excluded Contracts.

23.2   In so far as any of the Excluded Contracts are not assignable to the
       Vendors' Group without the agreement of or novation by or consent to the
       assignment from another party, this agreement shall not constitute an
       assignment or attempted assignment if such assignment or attempted
       assignment could constitute a breach of the same. In the event that
       consent or novation is required to such assignment:

23.2.1 the Purchaser shall, at Dr. Burston's request (acting reasonably) and
       cost, use reasonable endeavours with the co-operation of Dr Burston
       and/or the Vendors' Group to procure such novation or assignment;

23.2.2 unless and until any such Excluded Contract shall be novated or assigned
       the Purchaser shall hold the same in trust for the Vendors' Group and its
       successors in title absolutely and Dr. Burston shall procure that the
       Vendors' Group shall (if such sub-contracting is permissible and lawful
       under the Excluded Contract in question) act as the Purchaser's
       sub-contractor and perform all the obligations of the Purchaser under
       such Excluded Contract;

23.2.3 unless and until any such Excluded Contract shall be novated or assigned
       the Purchaser will (so far as it lawfully may) give all such assistance
       to the Vendors' Group (and at the cost of Dr. Burston) as Dr. Burston may
       reasonably require to enable it to enforce its rights under such Excluded
       Contract.

23.3   If such consent or novation is not obtained the Purchaser will co-operate
       with the Vendors' Group in any reasonable arrangement designed to provide
       for the Vendors' Group the benefits under any of the Excluded Contracts
       including enforcement (subject to the Purchaser being indemnified and
       secured to its reasonable satisfaction against all costs and expenses
       which may be incurred by reason of such enforcement) at the cost and for
       the account of Dr. Burston or as Dr. Burston shall direct of any and all
       rights of the Purchaser against the other party to the Excluded Contract
       arising out of any cancellation by such other party or otherwise. If and
       to the extent that in respect of such Excluded Contracts any such
       arrangements cannot be made neither the Purchaser nor Dr. Burston shall
       without prejudice to clause 23.1 have any further obligation to the
       other.

23.4   To the extent that any payment is made to the Purchaser in respect of the
       Excluded Contracts on or after the Completion Date the Purchaser shall
       receive the same as trustee and shall record such payments separately in
       its books and shall account to the Vendors' Group as directed by Dr.
       Burston for the same within five Business Days of receipt.
<PAGE>   26
23.5   If Dr. Burston shall reasonably require, the Purchaser shall (subject to
       the Purchaser being indemnified and secured to its reasonable
       satisfaction against all costs and expenses incurred by such action)
       procure that the Companies take such action as Dr. Burston may reasonably
       request in writing to negotiate, avoid, dispute, resist, compromise or
       defend or appeal against any claims or disputes relating to or arising
       from the Excluded Contracts including the institution and defence of
       proceedings and the instruction of any agent or professional advisor of
       Dr. Burston or the delegation of such action to Dr. Burston.

    IN WITNESS whereof this agreement has been executed on the date first above
    written.





<PAGE>   27

                                   SCHEDULE 1

                       PARTICULARS RELATING TO THE COMPANY

I.       BRL

<TABLE>
<CAPTION>
 ----------------------------------------------------------------------------------------------------------------
              NAMES & ADDRESSES OF THE         NUMBER OF SHARES HELD IN         CASH CONSIDERATION (L)
              VENDORS                          BARTHOLOMEW-RHODES LIMITED
                                                                                   -
 ----------------------------------------------------------------------------------------------------------------
<S>           <C>                              <C>                              <C>
 1.           Dallas John Burston              97 Ordinary and 969,903 A        L18,533,418
              The Old Rectory                  Ordinary
              Arthingworth
              Market Harborough
              Leicestershire LE16 8JT
 ----------------------------------------------------------------------------------------------------------------
 2.           Linda Frances Burston            1 Ordinary and 9,999 A           L191,066
              The Old Rectory                  Ordinary
              Arthingworth
              Market Harborough
              Leicestershire LE16 8JT
 ----------------------------------------------------------------------------------------------------------------
 3.           Dallas John Burston              2 Ordinary and 19,998 A          L382,132
              The Old Rectory                  Ordinary
              Arthingworth
              Market Harborough
              Leicestershire LE16 8JT and
              Ian Morris of Seckloe House,
              101 North 13th Street, Central
              Milton Keynes, MIK9 3NU as
              trustees of The Dallas
              Burston 1999 Settlement
 -----------------------------------------------------------------------------------------------------------------
</TABLE>

 II.        APHL

<TABLE>
<CAPTION>
 ----------------------------------------------------------------------------------------------------------------
              NAMES & ADDRESSES OF THE         NUMBER OF SHARES HELD IN         CASH CONSIDERATION (L)
              VENDORS                          ASHBOURNE PHARMACEUTICALS
                                               (HOLDINGS) LIMITED
 ----------------------------------------------------------------------------------------------------------------
<S>           <C>                              <C>                              <C>
 1.           Dallas John Burston              1                                  1
              The Old Rectory
              Arthingworth
              Market Harborough
              Leicestershire LE16 8JT
 ----------------------------------------------------------------------------------------------------------------
 2.           Linda Frances Burston            1                                  1
              The Old Rectory
              Arthingworth
              Market Harborough                                       ~
              Leicestershire LE16 8JT
 ----------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>   28


III.     CHARGELINK

<TABLE>
<CAPTION>
 ----------------------------------------------------------------------------------------------------------------
              NAMES & ADDRESS OF THE           NUMBER OF SHARES HELD IN         CASH CONSIDERATION (L)
              VENDORS                          CHARGELINK LIMITED
 ----------------------------------------------------------------------------------------------------------------
<S>           <C>                              <C>                              <C>
1.             Dallas John Burston             1                                  1
               The Old Rectory
               Arthingworth
               Market Harborough
               Leicestershire LE16 8JT
-------------- ------------------------------- ---------------------------------- -------------------------------
</TABLE>


IV.      DBHL

<TABLE>
<CAPTION>
-------------- ------------------------------- -------------------------------- -------------------------------
               NAME & ADDRESS OF THE VENDOR    NUMBER OF SHARES HELD IN DALLAS  CASH CONSIDERATION (L)
                                               BURSTON HEALTHCARE LIMITED
-------------- ------------------------------- -------------------------------- -------------------------------
<S>            <C>                             <C>                              <C>
1.             Dallas John Burston             100                                100
               The Old Rectory
               Arthingworth
               Market Harborough
               Leicestershire LE16 8JT
-------------- ------------------------------- -------------------------------- -------------------------------
</TABLE>

<PAGE>   29

                                   SCHEDULE 2

                      PARTICULARS RELATING TO THE COMPANIES

                  ASHBOURNE PHARMACEUTICALS (HOLDINGS) LIMITED

Authorised share capital:           L10,000 - 10,000 ordinary shares of L1 each

Issued share capital:               L2 -2 ordinary shares of L1 each


Directors:                          Dallas John Burston
                                    Linda Frances Burston

Secretary:                          Linda Frances Burston

Auditors:                           None

Accounting reference date:          31 March


Registered office:                  Victors Barn
                                    Hill Farm
                                    Brixworth
                                    Northampton
                                    NN6 9DQ

<PAGE>   30

                           BARTHOLOMEW-RHODES LIMITED

Authorised share capital:           L1,000,900 - 100 ordinary shares of L1 each
                                    and 999,900 A ordinary shares of L1 each



Issued share capital:               L1,000,000 - 100 ordinary shares of L1 each
                                    and 999,900 A ordinary shares of L1 each

Directors:                          Dallas John Burston
                                    Linda Frances Burston

Secretary:                          Linda Frances Burston and Ian Morris

Auditors:                           Grant Thornton
                                    Grant Thornton House
                                    Kettering Parkway
                                    Kettering
                                    Northants NN15 6XR

Accounting reference date:          31 March

Registered office:                  Victors Barn
                                    Hill Farm
                                    Brixworth
                                    Northampton
                                    NN6 9DQ

<PAGE>   31

                               CHARGELINK LIMITED

Authorised share capital:           L1,000 - 1,000 ordinary shares of L1 each

Issued share capital:               L1 - 1 ordinary share of L1

Directors:                          Dallas John Burston
                                    Linda Frances Burston

Secretary:                          Dallas John Burston

Auditors:                           None

Accounting reference date:          31 March

Registered office:                  Victors Barn
                                    Hill Farm
                                    Brixworth
                                    Northampton
                                    NN6 9DQ

<PAGE>   32

                        DALLAS BURSTON HEALTHCARE LIMITED


Authorised share capital:            L100 - 100 ordinary shares of L1 each

Issued share capital:                L100 - 100 ordinary shares of L1 each

Directors:                           Dallas John Burston
                                     Linda Frances Burston

Secretary:                           Dallas John Burston and Ian Morris

Auditors:                            Grant Thornton
                                     Grant Thornton House
                                     Kettering Parkway
                                     Kettering
                                     Northants NN15 6XR

Accounting reference date:           31 March

Registered Office:                   Victors Barn
                                     Hill Farm
                                     Brixworth
                                     Northampton
                                     NN6 9DQ

<PAGE>   33

                                   SCHEDULE 3

                                 THE WARRANTIES

For the purpose of this schedule 3 "COMPANY" means APHL, BRL, Chargelink and
DBHL all of them and each of them as the context admits.

Any Warranty expressed to be given "to the best of Dr. Burston's knowledge and
belief" or "so far as Dr. Burston is aware" or otherwise qualified by reference
to the knowledge of Dr. Burston shall not be qualified in the manner stated
unless Dr. Burston establishes that he has made all reasonable enquiries of the
directors, employees and agents of each Company and relevant third parties to
establish the truth and accuracy of that Warranty.

1.       THE COMPANIES AND THE BURSTON SHARES

1.1      INCORPORATION AND EXISTENCE

          Each Company is a limited company incorporated under English law and
          has been in continuous existence since incorporation.

1.2      THE SHARES

         (a)      The Vendors are the only legal and beneficial owner of the
                  Shares.

         (b)      None of the Companies have allotted any shares other than the
                  Shares and the Shares are fully paid or credited as fully
                  paid.

         (c)      There is no Encumbrance in relation to any of the Shares or
                  unissued shares in the capital of the Companies. No person has
                  claimed to be entitled to an Encumbrance in relation to any of
                  the Shares and none of the Companies are under any obligation
                  (whether actual or contingent) to sell, charge or otherwise
                  dispose of any of the Shares or any interest therein to any
                  person.

         (d)      Other than this agreement, there is no agreement, arrangement
                  or obligation requiring the creation, allotment, issue, sale,
                  transfer, redemption or repayment of, or the grant to a person
                  of the right (conditional or not) to require the allotment,
                  issue, sale, transfer, redemption or repayment of, a share in
                  the capital of the Companies (including an option or right of
                  pre-emption or conversion).

         (e)      None of the Companies has any subsidiary undertakings.

         (f)      None of the Companies owns any shares or stock in the capital
                  of nor does it have any beneficial or other interest in any
                  company or business nor does any Company control or take part
                  in the management of any other company or business
                  organisation.

<PAGE>   34

         (g)      APHL and Chargelink are and always have been since
                  incorporation dormant companies and have never traded.

2.       ACCOUNTS

2.1      GENERAL

         (a)      The Accounts show a true and fair view of the:

                  (i)      assets, liabilities, financial position and state of
                           affairs at the Accounts Date; and

                  (ii)     the profits and losses for the financial year ended
                           on the Accounts Date

                  of the Company

         (b)      The Accounts have been prepared and audited in accordance with
                  the standards, principles and practices specified on the face
                  of the Accounts applied on a consistent basis and subject
                  thereto in accordance with the law and Generally Accepted
                  Accounting Standards, Principles and Policies in the United
                  Kingdom consistently applied.

         (c)      The Accounts have been prepared on a basis consistent with the
                  basis upon which all audited accounts of the Company have been
                  prepared in respect of the three years before the Accounts
                  Date.

2.2      LIABILITIES

         The Accounts make full provision or reserve for or disclose all
         liabilities (including all contingent or deferred liability to Tax) of
         the Company whether actual, contingent or otherwise.

2.3      EXTRAORDINARY AND EXCEPTIONAL ITEMS

         The results shown by the audited profit and loss account of the Company
         for each of the three financial years of the Company ended on the
         Accounts Date have not (except as disclosed in those accounts) been
         affected by an extraordinary, exceptional or non recurring item or by
         any other matter making the profits or losses for a period covered by
         any of those accounts unusually high or low.

2.4      VALUATION OF STOCK

         In the Accounts:

         (a)      stock was valued in the same way as in the two preceding
                  financial years and on the basis of the lower of cost and net
                  realisable value; and

         (b)      all redundant and obsolete stock was written off and full
                  provision was made for all slow-moving and damaged stock.

<PAGE>   35

2.5      OFF BALANCE SHEET FINANCING

         No Company is engaged in any financing (including the incurring of any
         borrowing or any indebtedness in the nature of acceptances or
         acceptance credits) of a type which would not be required to be shown
         or reflected in the Accounts.

2.6      ACCOUNTING AND OTHER RECORDS

         (a)      The books of account and all other records of the Company
                  (including any which it may be obliged to produce under any
                  contract now in force) are up-to-date, in its possession and
                  are true and complete in accordance with the law and
                  applicable standards, principles and practices generally
                  accepted in the United Kingdom.

         (b)      All deeds and documents (properly stamped where stamping is
                  necessary for enforcement thereof) belonging to the Company or
                  which ought to be in the possession of the Company are in the
                  possession of the Company.

2.7      ACCOUNTING REFERENCE DATE

         The accounting reference date of the Company under section 224 of the
         Companies Act 1985 is, and has always been, 31 March.

2.8      COMPANY LEDGERS

         The sales ledgers and stock listings of the Companies as at 31 May 1999
         and the purchase ledgers of the Companies as at 30 April 1999 in the
         agreed terms have been prepared by the Company with due care and
         attention and are not materially inaccurate.

3.       CHANGES SINCE THE ACCOUNTS DATE

3.1      GENERAL

         Since the Accounts Date:

         (a)      the Company has carried on its business prudently and in the
                  ordinary and usual course and so as to maintain the business
                  as a going concern; and

         (b)      there has been no material adverse change in the financial or
                  trading position or prospects of the Company.

3.2      SPECIFIC

         Since the Accounts Date:

         (a)      the Company has not, other than in the ordinary course of
                  trading:

<PAGE>   36

                  (i)      disposed of, or agreed to dispose of, an asset; or

                  (ii)     assumed or incurred, or agreed to assume or incur, a
                           liability, obligation or expense (actual or
                           contingent);

                  and in the case of a disposal or agreement to dispose of an
                  asset for an amount which is lower than book value or an open
                  market arm's length value, whichever is the higher;

         (b)      the Company has not acquired or agreed to acquire an asset for
                  an amount which is higher than open market arm's length value;

         (c)      the Company has not made, or agreed to make, capital
                  expenditure exceeding in total L5,000 or incurred, or agreed
                  to incur, a commitment or connected commitments involving
                  capital expenditure exceeding in total L5,000;

         (d)      no Substantial Supplier or Substantial Customer has ceased or
                  substantially reduced its trade with the Company or has
                  altered the terms of trade to the Company's disadvantage;

         (e)      the Company has not declared, paid or made a dividend or other
                  distribution (including a distribution within the meaning of
                  the TA) except to the extent provided in the Accounts;

         (f)      no resolution of the shareholders of the Company has been
                  passed (except for those representing the ordinary business of
                  an annual general meeting);

         (g)      the Company has not repaid or redeemed share or loan capital,
                  or made (whether or not subject to conditions) an agreement or
                  arrangement or undertaken an obligation to do any of those
                  things;

         (h)      the Company has not repaid any sum in the nature of borrowings
                  in advance of any due date or made any loan or incurred any
                  indebtedness (including in each case inter group);

         (i)      the Company has not paid nor is under an obligation to pay any
                  service, management or similar charges or any interest or
                  amount in the nature of interest to any other person or
                  incurred any liability to make such a payment or made any
                  payment to the Vendor or any of his connected persons
                  whatsoever;

         (j)      the Company has not paid any bonuses or made any payment in
                  the nature of a bonus to any of the Vendors, or their Related
                  Persons or the Retained Employees;

         (k)      the Company has not received or agreed to receive any payment
                  from any debtor of the Company other than in the ordinary
                  course of business; and

         (l)      the Company has paid all creditors of the Company within the
                  credit terms normally enjoyed by the Company.

<PAGE>   37

4.       ASSETS

4.1      TITLE AND CONDITION

         (a)      There are no Encumbrances, nor has the Company agreed to
                  create any Encumbrances, over any part of its undertaking or
                  assets and each asset used by the Company (tangible or
                  intangible) is:

                  (i)      legally and beneficially owned by the Company; and

                  (ii)     where capable of possession, in the possession of the
                           Company.

         (b)      The Company owns each asset (tangible or intangible) necessary
                  for the operation of its business as currently conducted and
                  without limitation no rights (other than rights as
                  shareholders in the Company) relating to the business of the
                  Company are owned or otherwise enjoyed by or on behalf of the
                  Vendors.

4.2      HIRE PURCHASE AND LEASED ASSETS

         The Company is not party to any bill of sale or any hiring or leasing
         agreement, hire purchase agreement, credit or conditional sale
         agreement, agreement for payment on deferred terms or any other similar
         agreement.

4.3      STOCK

         (a)      The Company's stock is of satisfactory quality and saleable in
                  the usual course of its business in accordance with its
                  current price list.

         (b)      The Company has not supplied, or agreed to supply, goods which
                  have been, or will be, defective or which fail, or will fail,
                  to comply with their terms of sale.

         (c)      No goods in a state ready for supply by the Company are, or
                  will be, defective or will fail to comply with terms of sale
                  similar to terms of sale on which similar goods have
                  previously been sold by the Company.

5.       INTELLECTUAL PROPERTY

5.1      GENERAL

         (a)      The Company is the sole and absolute legal and beneficial
                  owner of all Intellectual Property used in connection with its
                  business and where appropriate such Intellectual Property is
                  registered in or applied for in the name of the Company. Full
                  and accurate details of registered Intellectual Property which
                  is owned by each Company is set out in schedules 7 and 8.

<PAGE>   38

         (b)      The Intellectual Property used by the Company in connection
                  with its business is free from Encumbrances.

5.2      RENEWALS/MAINTENANCE

         All registration and renewal fees have been paid in relation to the
         Intellectual Property which is registered or applied for in the name of
         the Company. All procedural steps have been taken diligently for the
         prosecution and maintenance of such Intellectual Property and all steps
         have been taken diligently for the maintenance and protection of
         unregistered Intellectual Property owned by the Company.

5.3      LICENCES

         (a)      The terms of all licences or rights which have been granted by
                  the Company, or which the Company or the Vendors or any of
                  their Related Persons intends to enter into for the purposes
                  of the business of the Company, or which are being currently
                  negotiated, or other agreement or consents or undertakings
                  entered into by the Company or the Vendors or any of their
                  Related Persons relating to the Intellectual Property owned by
                  or licensed to the Company are set out in the Disclosure
                  Letter, and unless disclosed neither the Company nor the
                  Vendors nor any of their Related Persons is obliged to enter
                  into any such agreement relating to the business of the
                  Company. There has been or is no breach nor is there any fact
                  or matter which would or may create a breach of such licences
                  or undertakings.

         (b)      The terms of all licences or rights granted to the Company or
                  which the Company or the Vendors or any of their Related
                  Persons intends to enter into for the purposes of the business
                  of the Company, or which are being currently negotiated, or
                  other agreement or consents or undertakings entered into by
                  the Company or the Vendors or any of their Related Persons
                  relating to the Intellectual Property used in the business of
                  the Company are set out in the Disclosure Letter and neither
                  the Company nor the Vendors nor any of their Related Persons
                  is obliged to enter into any such agreement relating to the
                  business of the Company. There has been or is no breach nor,
                  so far as Dr. Burston is aware, is there any fact or matter
                  which would or may create a breach of such licences or
                  undertakings.

5.4      INFRINGEMENT

         (a)      The use by the Company of any Intellectual Property used in
                  the business of the Company does not so far as Dr. Burston is
                  aware infringe and the processes or methods employed, services
                  provided, the business conducted and the products used,
                  manufactured and dealt in or supplied by the Company so far as
                  Dr. Burston is aware do not infringe the Intellectual Property
                  of any other person.

         (b)      No proceedings, claims or complaints have been brought or
                  threatened in writing by any third party or competent
                  authority in relation to the Intellectual Property owned by or
                  licensed to the Company including any concerning title
                  subsistence validity or

<PAGE>   39

                  enforceability or grant of any right or interest in such
                  Intellectual Property nor, so far as Dr. Burston is aware, is
                  there any fact or matter which would or may give rise to such
                  proceedings, claims or complaints.

         (c)      No third party is infringing or misusing or threatening to
                  infringe or misuse the Intellectual Property owned by or
                  licensed to the Company.

         (d)      The Company is not subject to any injunction, undertaking or
                  court order or order of any other authority of competent
                  jurisdiction not to use or restricting the use of any
                  Intellectual Property.

5.5      CONFIDENTIAL AGREEMENTS

         (a)      Save as disclosed, neither the Vendors nor any of their
                  Related Persons nor the Company has entered into any
                  confidentiality or other agreement or is subject to any duty
                  which restricts the free use or disclosure of any information
                  used in the business of the Company and there is no breach of
                  any such agreement or duty.

         (b)      The Intellectual Property owned by the Company, together with
                  the licences disclosed pursuant to paragraph 5.3, comprises
                  all the Intellectual Property necessary for the operation of
                  the business of the Company as now conducted and such
                  Intellectual Property will not be adversely affected by the
                  transaction contemplated by this agreement.

         (c)      All documents material to the title to Intellectual Property
                  of the Company form part of the records or materials in the
                  possession and ownership of the Company.

6.       EFFECT OF SALE

6.1      Neither the execution nor performance of this agreement or any document
         to be executed at or before Completion will:

         (a)      result in the Company losing the benefit of a Permit or an
                  asset, licence, grant, subsidy, right or privilege which it
                  enjoys at the date of this agreement in any jurisdiction; or

         (b)      conflict with, or result in a breach of, or give rise to an
                  event of default under, or require the consent of a person
                  under, or enable a person to terminate, or relieve a person
                  from an obligation under, an agreement, arrangement or
                  obligation to which the Company is a party or a legal or
                  administrative requirement in any jurisdiction; or

         (c)      result in any Substantial Customer being entitled to or, so
                  far as Dr. Burston is aware, cease dealing with the Company or
                  substantially to reduce its existing level of business or to
                  change the terms upon which it deals with the Company; or

<PAGE>   40

         (d)      result in any Substantial Supplier being entitled to or, so
                  far as Dr. Burston is aware, cease supplying to the Company or
                  substantially to reduce its supplies to or to change the terms
                  upon which it supplies the Company;

          make the Company liable to offer for sale, transfer or otherwise
          dispose of or purchase or otherwise acquire any assets, including
          shares held by it in other bodies corporate under their articles of
          association or any agreement or arrangement.

7.       CONSTITUTION

7.1      INTRAVIRES

         The Company has the power to carry on its business as now conducted and
         the business of the Company has at all times been carried on intra
         vires.

7.2      MEMORANDUM AND ARTICLES

         The memorandum and articles of association of the Company in the form
         annexed to the Disclosure Letter are true and complete copies and have
         embodied therein or annexed thereto copies of all resolutions and
         agreements as are referred to in section 380 of the Companies Act 1985,
         and all amendments thereto (if any) were duly and properly made.

7.3      REGISTER OF MEMBERS

         The register of members of the Company has been properly kept and
         contains true and complete records of the members from time to time of
         the Company and the Company has not received any notice or allegation
         that any of them is incorrect or incomplete or should be rectified.

7.4      POWERS OF ATTORNEY

         The Company has not executed any power of attorney or conferred on any
         person other than its directors, officers and employees any authority
         to enter into any transaction on behalf of or to bind the Company in
         any way and which power of attorney remains in force or was granted or
         conferred within three years of the Completion Date.

7.5      STATUTORY BOOKS AND FILINGS

         (a)      The statutory books of the Company are up to date, in its
                  possession and are true and complete in accordance with the
                  law.

         (b)      All resolutions, annual returns and other documents required
                  to be delivered to the Registrar of Companies (or other
                  relevant company registry or other corporate authority in any
                  jurisdiction) have been properly prepared and filed and are
                  true and complete and the common seal of the Company is in its
                  possession.

<PAGE>   41

8.       INSURANCE

8.1      INSURANCE

         The Company has at all material times been and is at the date of this
         agreement adequately insured against accident, damage, injury, third
         party loss (including product liability), loss of profits and any other
         risk normally insured against by a prudent person operating the types
         of business operated by the Company and has at all times effected such
         insurances as required by law.

8.2      CLAIMS

         No claim is outstanding under any insurance and indemnity policy in
         respect of which the Company has an interest and so far as Dr. Burston
         is aware no matter exists which might give rise to a claim under any of
         such policies.

9.       CONTRACTUAL MATTERS

9.1      VALIDITY OF AGREEMENTS

         (a)      Neither the Company nor Dr. Burston has any knowledge of the
                  invalidity of, or a ground for termination, avoidance or
                  repudiation of, an agreement, arrangement or obligation to
                  which the Company is a party. No party with whom the Company
                  has entered into an agreement, arrangement or obligation has
                  given notice of its intention to terminate, or has sought to
                  repudiate or disclaim, the agreement, arrangement or
                  obligation.

         (b)      No party with whom the Company has entered into an agreement
                  or arrangement is in material breach of the agreement or
                  arrangement. So far as Dr. Burston is aware no matter exists
                  which might give rise to such breach.

         (c)      The Company is not in breach of any agreement or arrangement.
                  No matter exists which might give rise to such breach.

9.2      STANDARD TERMS AND CONDITIONS

         A copy of the standard terms and conditions of business of the Company
         are annexed to the Disclosure Letter.

9.3      SUPPLY CONTRACTS

         Full and accurate details of all agreements or arrangements for the
         supply of stock, raw materials, products or goods to or by the Company
         which involve or are likely to involve the supply of goods the
         aggregate sale value of which will represent in excess of five per
         cent. of the turnover for the financial year of the Company ended on
         the Accounts Date are contained in the Disclosure Letter and copies
         annexed to it.

<PAGE>   42

9.4      MATERIAL AGREEMENTS

         The Company is not a party to and is not liable under any contract,
         transaction, arrangement or liability which involves, or is likely to
         involve obligations or liabilities which, by reason of their nature or
         magnitude, ought reasonably to be made known to an intending purchaser
         of the Shares including any which:

                  (i)      is of an unusual or abnormal nature, or outside the
                           ordinary and proper course of business;

                  (ii)     is of a long-term nature (that is, unlikely to have
                           been fully performed, in accordance with its terms,
                           more than six months after the date on which it was
                           entered into or undertaken);

                  (iii)    is incapable of termination in accordance with its
                           terms, by the Company, on 60 days' notice or less;

                  (iv)     cannot readily be fulfilled or performed by the
                           Company on time without undue or unusual expenditure
                           of money, effort or personnel;

                  (v)      involves payment by the Company by reference to
                           fluctuations in the index of retail prices, or any
                           other index or in the rate of exchange for any
                           currency;

                  (vi)     involves an aggregate outstanding expenditure or
                           other liability by the Company of more than L10,000;
                           or

                  (vii)    restricts its freedom to engage in any activity or
                           business or confines its activity or business to a
                           particular place;

         (b)      The Company is not a party to and is not liable under:

                  (i)      an agreement, arrangement or obligation by which the
                           Company is a member of a joint venture, consortium,
                           partnership or association (other than a bona fide
                           trade association); or

                  (ii)     a distributorship, agency, marketing, licensing or
                           management agreement or arrangement.

9.5      CONTRACTS WITH CONNECTED PERSONS

         There is, and during the three years ending on the date of this
         agreement there has been, no agreement or arrangement (legally
         enforceable or not) to which the Company is or was a party and in which
         the Vendors, a director or former director of any member of the Company
         or any of the Vendors' Related Persons or a person connected with any
         of them is or was interested in any way. The Company does not owe any
         obligation or sum to nor does it and neither will it

<PAGE>   43

         immediately after Completion have any contractual or other arrangements
         of any sort with the Vendors or any of their Related Persons.

9.6      CONDITIONS AND WARRANTIES IN RESPECT OF GOODS OR SERVICES

         Except for a condition or warranty implied by law or contained in its
         standard terms of business or otherwise given in the usual course of
         trading, the Company has not given a condition or warranty, or made a
         representation, in respect of goods or services supplied or agreed to
         be supplied by it, or accepted an obligation that could give rise to a
         liability after the goods or services have been supplied by it.

10.      INFORMATION TECHNOLOGY AND DATA PROTECTION

10.1     The Business Data comprises all electronically-stored information
         required by the Company to carry on its business as currently carried
         on relating to the Product Licences, Product Licence Dossiers, Third
         Party Product Licences and Trademarks.

10.2     COPYRIGHT

         None of the Business Data has been copied wholly or substantially from
         any material in which the Company does not own copyright.

10.3     LITIGATION IN RESPECT OF SOFTWARE

         The Company is validly licensed to use the software required to comply
         with the obligations of Dr. Burston at clause 5.2 used in its business
         and no action will be necessary to enable it to continue to use such
         software to the same extent and in the same manner as they have been
         used prior to the date hereof.

10.4     DATA PROTECTION ACT 1984

         The Company complies in full with, and has in place all necessary
         registrations and procedures under, the Data Protection Act 1984 or
         equivalent applicable legislation in any other country.

10.5     DATA PROTECTION ACT 1998

         The Company has put all necessary procedures in place in order to
         comply with the Data Protection Act 1998 in particular it has assessed
         all new data processing that was not underway immediately before 24
         October 1998; has identified all manual records which will be caught by
         the Data Protection Act 1998; has set up procedures to obtain all
         necessary consents and to ensure compliance with the fair processing
         code; and has assessed the impact of the seventh data protection
         principle in particular in relation to all processing contracts with
         third parties and the impact of the eighth data protection principle
         (prohibition on transfers outside the European Economic Area).

<PAGE>   44

10.6     DISCLOSURE OF DATA PROTECTION PROCEDURES

         Dr Burston has disclosed details of all steps taken by the Company to
         assess and introduce procedures to ensure compliance with the Data
         Protection Act 1998.

11.      LIABILITIES

11.1     BANK ACCOUNTS

         A statement being in the agreed terms of all the bank accounts of the
         Company (the "BANK ACCOUNTS") and of the credit or debit balances on
         such accounts as at a date not more than one day before the date of
         this agreement [is attached to the Disclosure Letter]. The Company does
         not have any other bank or deposit accounts (whether in credit or
         overdrawn) not included in such statement. Since such statement there
         have been no payments into or out of any such accounts.

11.2     BANK RECONCILIATION STATEMENT SINCE ACCOUNTS DATE

         A statement being in the agreed terms showing all payments into and out
         of the Bank Accounts since the Accounts Date [is attached to the
         Disclosure Letter] (the "BANK RECONCILIATION STATEMENT"). All debts
         received from debtors of the Company since the Accounts Date and all
         payments made to creditors of the Company since the Accounts Date are
         reflected in the Bank Reconciliation Statement.

11.3     GUARANTEES AND INDEMNITIES

         The Company is not a party to and is not liable (including
         contingently) under a guarantee, indemnity or other agreement to secure
         or incur a financial or other obligation with respect to another
         person's obligation.

         No part of the loan capital, borrowing or indebtedness in the nature of
         borrowing of the Company is dependent on the guarantee or indemnity of,
         or security provided by, another person other than a Company.

11.4     GRANTS

         The Company is not liable to repay an investment or other grant or
         subsidy made to it by any person (including the Department of Trade and
         Industry or its predecessor). No matter (including the execution and
         performance of this agreement) exists which might entitle a body to
         require repayment of, or refuse an application by the Company for, the
         whole or part of a grant or subsidy.

<PAGE>   45

12.      PERMITS

12.1     COMPLIANCE WITH PERMITS

         The Company has obtained and complied with the terms and conditions of
         each Permit (full and accurate details of which are contained in the
         Disclosure Letter).

12.2     STATUS OF PERMITS

         There are no pending or so far as Dr. Burston is aware threatened
         proceedings which might in any way affect the Permits and Dr. Burston
         is not aware of any other reason why any of them should be suspended,
         threatened or revoked or be invalid.

13.      INSOLVENCY

13.1     WINDING UP

         No order has been made, petition presented or resolution passed for the
         winding up or for the appointment of a provisional liquidator to the
         Company.

13.2     ADMINISTRATION

         No administration order has been made and no petition for an
         administration order has been presented in respect of the Company.

13.3     RECEIVERSHIP

         No receiver, receiver and manager or administrative receiver has been
         appointed of the whole or part of the Company's business or assets.

13.4     COMPROMISES WITH CREDITORS

         (a)      No voluntary arrangement under section 1 of the Insolvency Act
                  1986 has been proposed or approved in respect of the Company.

         (b)      No compromise or arrangement under section 425 of the
                  Companies Act 1985 has been proposed, agreed to or sanctioned
                  in respect of the Company.

         (c)      Neither the Company nor Clarendon has entered into any
                  compromise or arrangement with any of their respective
                  creditors or any class of their respective creditors
                  generally.

13.5     INSOLVENCY

         Neither the Company nor Clarendon are unable to pay their respective
         debts within the meaning of section 123 of the Insolvency Act 1986 (but
         for this purpose ignoring the reference to "if it is proved to the
         satisfaction of the court that" in section 123(1)(e) and 123(2)).

<PAGE>   46

13.6     PAYMENT OF DEBTS

         The Company has not stopped paying its debts as they fall due.

13.7     DISTRESS ETC.

         No distress, execution or other process has been levied on an asset of
         the Company or the Vendors.

13.8     UNSATISFIED JUDGMENTS

         There is no unsatisfied judgment or court order outstanding against the
         Company, or the Vendors.

13.9     STRIKING OUT

         No action is being taken by the Registrar of Companies to strike the
         Company off the register under section 652 of the Companies Act 1985.

13.10    BANKRUPTCY

         None of the Vendors has been made bankrupt nor has a petition been
         presented to make any the Vendors bankrupt.

14.      LITIGATION AND COMPLIANCE WITH LAW

14.1     LITIGATION

         (a)      Neither the Company nor a person for whose acts or defaults
                  the Company may be vicariously liable is involved, or has
                  during the three years ending on the date of this agreement
                  been involved, in a civil, criminal, arbitration,
                  administrative or other proceeding in any jurisdiction. So far
                  as Dr. Burston is aware no civil, criminal, arbitration,
                  administrative or other proceeding in any jurisdiction is
                  pending or threatened by or against the Company or a person
                  for whose acts or defaults the Company may be vicariously
                  liable.

         (b)      So far as Dr. Burston is aware, no matter exists which might
                  give rise to a civil, criminal, arbitration, administrative or
                  other proceeding in any jurisdiction involving the Company or
                  a person for whose acts or defaults the Company may be
                  vicariously liable.

         (c)      There is no outstanding judgment, order, decree, arbitral
                  award or decision of a court, tribunal, arbitrator or
                  governmental agency in any jurisdiction against the Company or
                  a person for whose acts or defaults the Company may be
                  vicariously liable.

<PAGE>   47

14.2     COMPLIANCE WITH LAW

         The Company has conducted its business and dealt with its assets in all
         material respects in accordance with all applicable legal and
         administrative requirements (including applicable competition laws) in
         any jurisdiction.

14.3     INVESTIGATIONS

         The Company is not and has not been subject to any investigation,
         enquiry or disciplinary proceeding (whether judicial, quasi-judicial or
         otherwise) in any jurisdiction and none is pending or threatened, and
         neither has it received any request for information from, any court or
         governmental authority (including any national competition authority
         and the Commission of the European Communities and the EFTA
         Surveillance Authority) under any anti-trust or similar legislation in
         any jurisdiction. So far as the Vendors are aware no matter exists
         which might give rise to such an investigation, enquiry, proceeding or
         request for information.

14.4     UNLAWFUL PAYMENTS

         Neither the Company nor a person for whose acts or defaults the Company
         may be vicariously liable has:

         (a)      induced a person to enter into an agreement or arrangement
                  with the Company by means of an unlawful or immoral payment,
                  contribution, gift or other inducement;

         (b)      offered or made an unlawful or immoral payment, contribution,
                  gift or other inducement to a government official or employee;
                  or

         (c)      directly or indirectly made an unlawful contribution to a
                  political activity.

         All references to the Company in this paragraph 14 should be deemed to
         include the Company's officers and agents and employees.

15.      BROKERAGE OR COMMISSIONS

         No person is entitled to receive from the Company a finder's fee,
         brokerage or commission in connection with this agreement or anything
         in it and the Company is not liable to pay to any of its directors,
         employees, agents and advisers any sum whatsoever in connection with
         the sale of the Shares.

16.      PROPERTIES

16.1     ALL PROPERTY

         The Company has not owned, used or occupied any freehold or leasehold
         land other than pursuant to the Property Leases.

<PAGE>   48

16.2     NO OTHER LIABILITIES

         The Company has no actual or contingent obligations or liabilities (in
         any capacity including as principal contracting party or guarantor) in
         relation to any lease, licence or other interest in, or agreement
         relating to, land.

17.      PENSIONS

17.1     PENSION ARRANGEMENTS DISCLOSED

         The Company is under no obligation or commitment, nor is it party to
         any custom nor practice, to pay, provide or contribute towards any
         "relevant benefits" within the meaning of section 612 of the TA
         (ignoring the exception therein) or sickness or disability benefits to
         or in respect of any person and save in respect of the schemes set out
         in the disclosure letter (the "DISCLOSED SCHEMES") has not at any time
         participated in or contributed towards any scheme or arrangement which
         has as its purpose or one of its purposes the provision of any such
         benefits (other than schemes which have been fully wound up).

17.2     EX-GRATIA PENSIONS ETC.

         The Company has not made or proposed, and will not before Completion
         make or propose, any voluntary or ex gratia payments to any person in
         respect of any relevant benefit (as defined in paragraph 17.1 of this
         schedule).

17.3     UNDERTAKINGS AND ASSURANCES

         No undertaking or assurance (whether legally binding or not) has been
         given by the Company to any person as to the continuance, introduction,
         increase or improvement of any such benefit or scheme or arrangement as
         is referred to in paragraph 18.1 of this schedule (including, for the
         avoidance of doubt, the Disclosed Schemes).

17.4     PAYMENT OF CONTRIBUTIONS

         All contributions and premiums which are payable under the Disclosed
         Schemes and all contributions due from members of the Disclosed Schemes
         have been duly made and the Company has fulfilled all its obligations
         under the Disclosed Schemes and it has no outstanding or future
         liabilities in relation to the Disclosed Schemes.

17.5     EXEMPT APPROVAL

         All the Disclosed Schemes are exempt approved schemes and have been
         with effect from their dates of commencement within the meaning of
         section 592(1) of the TA and there is no reason why such approval might
         be withdrawn or cease to apply.

<PAGE>   49

17.6     LEGAL COMPLIANCE

         The Disclosed Schemes have at all times been administered in accordance
         with the trusts powers and provisions of their governing documentation
         and have been administered in accordance with and comply with all
         applicable legislation and the general requirements of trust law. In
         particular, the substitution of a member of the Vendors' Group as
         principal employer of the Bartholomew Rhodes Limited Retirement and
         Death Benefit Scheme was permitted by the deed and rules governing it.

17.7     NO CLAIMS OR LITIGATION

         No claim has been made or threatened against the trustees or
         administrator of any Disclosed Scheme or any company participating
         therein against any person whom the Company is or may be liable to
         indemnify or compensate (including any complaint to the Pensions
         Ombudsman) in respect of any act event, omission or other matter
         arising out of or in connection with at Disclosed Scheme (other than
         routine claims for benefits) and so far as Dr. Burston is aware there
         are no circumstances which may give rise to any such claim. The Company
         has not given any indemnity to any person in connection with any
         Disclosed Scheme.

17.8     WINDING UP OF EVENTS

         No event has occurred (nor will Completion be such an event) which
         would or could result in or entitle any person or body of persons
         (without the consent of the Company) to wind up, terminate or close any
         of the Disclosed Schemes in whole or in part, or which is a "relevant
         insolvency event" in relation to any of the Disclosed Schemes for the
         purposes of section 144 of the Pension Schemes Act 1993 or section 75
         of the Pensions Act 1995.

17.9     PAYMENTS TO COMPANIES

         No payment has been made from any of the Disclosed Schemes to the
         Company.

17.10    CONTRIBUTION TO PERSONAL PENSIONS

         The Company has no contractual liability to make any contributions to
         any personal pension scheme or any retirement annuity contract of any
         person.

17.11    MONEY PURCHASE BENEFITS ONLY

         In addition to lump sum death in service benefits the Disclosed Schemes
         provide only money purchase benefits (as defined in section 181 of the
         Pension Schemes Act 1993) and no promise or assurance (oral or written)
         has been given to any beneficiary that his or her benefice under these
         schemes (other than lump sum death in service benefits) will be
         calculated be reference to any person's remuneration or equate
         (approximately or exactly) to any particular amount.

<PAGE>   50

18.      EMPLOYEES

18.1     EMPLOYEES

         The Company does not have any employees other than the Retained
         Employees.

18.2     NO CONSULTANTS

         Save for Excluded Contracts the Company does not have an agreement with
         any consultant nor is it liable to pay any sum to any consultant.

19.      PRODUCT LICENCES

19.1     Full and accurate details of all Product Licences, Third Party Product
         Licences and Product Licence Dossiers which are required for or relate
         to the operation of the business of the Company as currently conducted
         are set out in schedule 8.

19.2     Dr. Burston is not aware of any fact or matter which would or may
         create a breach of any of the Product Licences or the Third Party
         Product Licences.

19.3     No person is or has claimed to be entitled to any option or right to
         acquire any of the Product Licences and the Company is not under any
         obligation (whether actual or contingent) to sell, charge or otherwise
         dispose of any Product Licences to any person.

20.      ENVIRONMENTAL

20.1     ENVIRONMENTAL

         There are no events, states of affairs, conditions, circumstances,
         practices, incidents, actions or omissions (including without
         limitation the generation, use, treatment, storage, transport, deposit,
         disposal, discharge, spillage, escape or management of Hazardous
         Substance by the Company or any other person) which have occurred or
         are occurring or have been or are in existence at, in, from or under
         the properties to which the Property Leases relate which may give rise
         to liability under Environmental Laws (if enforced).

21.      TAXATION

                             INFORMATION AND RETURNS

21.1     RETURNS

         The Company has made all returns and supplied all information and given
         all notices to the Inland Revenue or other Taxation Authority as
         reasonably requested or required by law within any requisite period and
         all such returns and information and notices are correct and accurate
         in all respects and are not the subject of any dispute and there are no
         facts or circumstances likely to give rise to or be the subject of any
         such dispute.

<PAGE>   51

21.2     DISCLOSURES

         All statements and disclosures made to any Taxation Authority in
         connection with any provision of the Taxation Statutes whatsoever were
         when made and remain complete and accurate in all material respects.

21.3     CLEARANCES

         No action has been taken by the Company in respect of which any consent
         or clearance from the Inland Revenue or other Taxation Authority was
         required except in circumstances where such consent or clearance was
         validly obtained and where any conditions attaching thereto were met
         and will, immediately following Completion, continue to be met.

21.4     TAX DEED

         No event has occurred which would or might give rise to a claim under
         the Tax Deed upon or after the execution thereof.

                        PROVISION FOR AND PAYMENT OF TAX

21.5     GENERAL

         The Accounts make full provision or reserve in respect of any period
         ended on or before the Accounts Date for all Tax assessed or liable to
         be assessed on the Company or for which it is accountable at the
         Accounts Date whether or not the Company has or may have any right of
         reimbursement against any other person including Tax in respect of
         property (of whatever nature) income, profits or gains held, earned,
         accrued or received by or to any person on or before the Accounts Date
         or by reference to any event occurring, act done or circumstances
         existing on or before that date including distributions made down to
         such date or provided for in the Accounts and proper provision has been
         made and shown in the Accounts for deferred Tax in accordance with
         generally accepted accounting principles.

21.6     PAYMENT OF TAX

         The Company has duly and punctually paid all Tax to the extent that the
         same ought to have been paid and is not liable nor has it within three
         years prior to the date hereof been liable to pay any penalty or
         interest in connection therewith.

         The Company has duly deducted Tax from all payments made where required
         by applicable legislation and accounted to the relevant Tax Authority
         for tax so deducted.

21.7     PAY AS YOU EARN

         The Company has properly operated the PAYE system deducting Tax as
         required by law from all payments to or treated as made to or benefits
         provided for officers, employees, ex-employees

<PAGE>   52

         or independent contractors of the Company (including any such payments
         within section 134 of the TA) and duly accounted to the Inland Revenue
         for Tax so deducted and has complied with all its reporting obligations
         to the Inland Revenue in connection with any such payments made or
         benefits provided, and no PAYE audit or DSS visit in respect of the
         Company has been made by the Inland Revenue nor has the Company been
         notified that any such audit will be made.

21.8     SECONDARY LIABILITY

         No transaction or event has occurred in consequence of which the
         Company is or may be held liable for any Tax or deprived of relief or
         allowances otherwise available to it in consequence of any Tax or may
         otherwise be held liable for or to indemnify any person in respect of
         any Tax, where some other company or person is or may become primarily
         liable for the Tax in question (whether by reason of any such other
         company being or having been a member of the same group of companies or
         otherwise).

                                 CORPORATION TAX

21.9     SALES AT UNDERVALUE/OVERVALUE

         All transactions entered into by the Company have been entered into on
         an arm's length basis and the consideration (if any) charged or
         received or paid by the Company on all transactions entered into by it
         has been equal to the consideration which might have been expected to
         be charged received or paid (as appropriate) between independent
         persons dealing at arm's length and no notice or enquiry pursuant to
         section 770 of the TA has been made in connection with any of such
         transactions.

21.10    DEDUCTIONS

         The Company has not made any payment or incurred any liability to make
         any payment which could be disallowed as a deduction in computing the
         taxable profits of the Company or as a charge on the Company's income
         including (but without prejudice to the generality of the foregoing)
         any payment which could be disallowed under sections 74 (general rules
         as to deductions not allowable), 338-340 (allowance of charges on
         income), 779-789 (leased assets), section 787 (restriction of relief
         for payments of interest) or section 125 (annual payments for
         non-taxable consideration) of the TA.

21.11    EXCHANGE GAINS AND LOSSES

         The Company is not and has not since the Accounts Date been:

         (a)      the holder of a qualifying asset;

         (b)      subject to a qualifying liability; or

         (c)      party to a currency contract

<PAGE>   53

          for the purposes of Chapter II of the FA 1993.

21.12    LOAN RELATIONSHIPS

         (a)      The Company is not party to any loan relationship as defined
                  in Chapter II of the Finance Act, 1996 which may give rise to
                  any debits or credits (other than in relation to interest on
                  an accruals basis). The Company is and has since the Accounts
                  Date been taxed on an authorised accruals basis of accounting
                  in relation to all loan relationships which are creditor
                  relationships as defined in section 103 of the FA 1996 and in
                  relation thereto:

                  (i)      the accruals on which the Company is taxable are
                           computed only by reference to interest;

                  (ii)     if any such debt were to be repaid at its face value
                           the Company would not suffer any charge to Tax in
                           excess of Tax on interest accrued; and

                  (iii)    there is no connection between the Company and the
                           debtor as mentioned in section 87 of the FA 1996.

         (b)      The Company obtains and has since the Accounts Date obtained
                  tax relief on an authorised accruals basis of accounting in
                  relation to all loan relationships which are debtor
                  relationships as mentioned in section 103 of the FA 1996 and
                  in relation to each such relationship:

                  (i)      the deduction given in computing the taxable profits
                           of the Company in consequence of that relationship is
                           not less than the interest accruing for the period
                           concerned;

                  (ii)     the Company would suffer no adverse tax consequences
                           were such debts to be repaid at face value except
                           that the tax deduction for interest accrued would
                           cease.

                                 CAPITAL ASSETS

21.13    CAPITAL ALLOWANCES

         No balancing charge in respect of any capital allowances claimed or
         given would arise if all the assets of the Company were to be realised
         for a consideration equal to the amount of the book value thereof as
         shown or included in the Accounts.

         All necessary conditions for all capital allowances (as defined in
         section 832(1) of the TA) claimed by the Company were at all material
         times satisfied and remain satisfied and the Company has not since the
         Accounts Date become liable for any balancing charge.

         The capital allowances computations for the period ending on the
         Accounts Date are complete, correct and annexed to the Disclosure
         Letter.

<PAGE>   54

21.14    FINANCE LEASES

         The Company is not and has not been the lessee under any leases of
         plant or machinery except for the Leases.

                                  DISTRIBUTIONS

21.15    REPAYMENTS OF SHARE CAPITAL

         The Company has not at any time after 6 April 1965 repaid or agreed to
         repay or redeemed or agreed to redeem or purchased or agreed to
         purchase (or made any contingent purchase contract within the meaning
         of section 165 of the Companies Act 1985) in respect of any of its
         issued share capital or any class thereof. Further the Company has not
         after 6 April 1965 capitalised or agreed to capitalise in the form of
         shares, debentures or other securities or in paying up amounts unpaid
         on any shares, debentures or other securities any profits or reserves
         of any class or description or passed or agreed to be passed any
         resolution to do so.

         The Company has not made (and will not be deemed to have made) any
         distribution within the meaning of sections 209 and 210 (bonus issue
         following repayment of capital) of the TA since 5 April 1965 except
         dividends properly authorised and shown in its Accounts nor is the
         Company bound to make any such distribution.

         The Company has not been party to any transaction involving an exempt
         distribution within section 213 of the TA within the period commencing
         five years prior to the Accounts Date.

21.16    PAYMENTS TO BE TREATED AS DISTRIBUTIONS

         The Company has not since the Accounts Date been subject to any debt or
         security where the interest payable thereon fell or falls or could on
         its assignment fall to be treated as a distribution for tax purposes.

                                CHARGEABLE GAINS

21.17    SALES AT BOOK VALUE

         No chargeable gain or profit (disregarding the effects of any
         indexation relief available) would arise if any asset of the Company
         (other than trading stock) were to be realised for a consideration
         equal to the amount of the book value thereof as shown or included in
         the accounts.

                                 FOREIGN ELEMENT

         The Company is not liable to Tax in any jurisdiction other than the
         United Kingdom and the Company does not have and has never had a
         permanent establishment in a country other than the United Kingdom.

<PAGE>   55

                            ANTI-AVOIDANCE PROVISIONS

21.18    TAX SCHEMES

         The Company has not entered into nor been a party to nor otherwise
         involved in any scheme or arrangement designed wholly or partly for the
         purpose of avoiding, reducing or deferring Tax.

21.19    CLOSE COMPANIES - TRANSFERS OF VALUE

         The Company has made no transfer of value such as is specified in
         section 94(1) (or section 99(2)) of the ITA.

21.20    CLOSE COMPANIES - LOANS TO PARTICIPATORS

         The Company has not made any loan advance or payment or given any
         consideration falling within sections 419-420 or 422 of the TA.

21.21    CLOSE COMPANIES - DISTRIBUTIONS

         The Company has made no payments and conferred no benefits falling to
         be treated as distributions under section 418 of the TA.

21.22    CLOSE COMPANIES - SHORTFALL ETC.

         The Company is not and never has been a close investment-holding
         company as defined at section 13A of the TA.

21.23    CLOSE COMPANIES - TRANSFERS AT UNDERVALUE

         The Company has not made a transfer at an undervalue so that section
         125 of the TCGA could apply.

                               GROUPS OF COMPANIES

         The Company is not, nor has it ever been, a member of a group of
         companies as defined by section 170 of the TCGA.

                                INHERITANCE TAX

21.24    INHERITANCE TAX

         The Company is not, and will not become, liable to be assessed to
         inheritance tax as donor or donee of any gift or transferor or
         transferee of value (actual or deemed) nor as a result of any
         disposition, chargeable transfer or transfer of value (actual or
         deemed) made by or deemed to be made by any other person.

<PAGE>   56

         There is no unsatisfied liability to inheritance tax attached or
         attributable to the Shares or any asset of the Company and in
         consequence no person has the power to raise the amount of such tax by
         sale or mortgage of or by a terminable charge on any of the Shares or
         assets of the Company as mentioned in section 212 of the ITA and none
         of the Shares or assets of the Company are subject to an Inland Revenue
         charge within section 237 of the ITA.

                                 VALUE ADDED TAX

21.25    VALUE ADDED TAX

         The Company is a registered taxable person for the purpose of the VAT
         legislation and has not at any time been treated as a member of a group
         of companies for such purpose and has not made any application to be so
         treated and no circumstances exist whereby the Company would or might
         become liable for value added tax as an agent or otherwise by virtue of
         section 47 of the VATA.

         The Company has complied in all respects with the requirements and
         provisions of the VAT legislation and has made and maintained and will
         pending Completion make and maintain accurate and up to date records
         invoices accounts and other documents required by or necessary for the
         purposes of the VAT legislation and the Company has at all times
         punctually paid and made all payments and returns required thereunder.

         The Company has not made any exempt supplies in consequence of which it
         is or will be unable to obtain credit for all input tax paid by it
         during any VAT quarter ending after the Accounts Date.

21.26    STAMP DUTY

         All documents in the enforcement of which the Company is or may be
         interested and which are in the Company's possession or under its
         control have been duly stamped and since the Accounts Date and Company
         has not been a party to any transaction whereby the Company is or
         become liable to stamp duty reserve tax.

<PAGE>   57

                                   SCHEDULE 4
                            LIMITATIONS ON LIABILITY

1.       TIME LIMIT FOR CLAIMS

1.1       Save in the case of any liability based upon fraud and including
          without limitation fraudulent concealment by Dr. Burston, Dr. Burston
          shall not be liable in respect of a claim under the Warranties unless
          written notice of such claim setting out reasonable details of the
          relevant claim is served upon the Vendors' Representative:

         (a)      in the case of a claim under the Warranties other than the
                  Warranties relating to Tax (the "GENERAL WARRANTIES"), by not
                  later than 5.00 p.m. on 31 May 2001; and

         (b)      in the case of a claim under the Warranties relating to Tax
                  (the "TAX WARRANTIES") by not later than 5.00 p.m. on the day
                  one month after the seventh anniversary of Completion

         and the liability of Dr. Burston shall further determine (if such claim
         has not previously been satisfied, settled or withdrawn) if legal
         proceedings in respect of such a claim have not been commenced within
         12 months of the service of such notice against Dr. Burston.

2.       MONETARY LIMIT ON CLAIMS

2.1      Save in the case of any liability based upon fraud and including
         without limitation fraudulent concealment by Dr. Burston, Dr. Burston
         shall not be liable in respect of a claim under the Warranties:

         (a)      unless and until the aggregate amount of all such
                  substantiated claims against Dr. Burston exceeds L100,000 in
                  which event Dr. Burstons's liability shall be for the total
                  amount of such substantiated claims and shall not be limited
                  to the excess provided that (save in the case of fraud or
                  fraudulent concealment by Dr. Burston) the aggregate liability
                  of Dr. Burston in respect of all claims under the Warranties
                  and under the Tax Deed shall not in any circumstances exceed
                  the Consideration;

         (b)      where the amount of such claim does not exceed L10,000
                  provided that claims arising out of the same subject matter
                  shall be aggregated for those purposes.

2.2       In this paragraph 2 "SUBSTANTIATED" means a claim for which Dr.
          Burston is liable (whether individually, as a contributory or
          otherwise), and which is admitted, settled without admission of
          liability, or proved or determined in a court of competent
          jurisdiction.

2.3       If in respect of any claim under the General Warranties the liability
          of Dr. Burston is contingent only, then Dr. Burston shall not be under
          any obligation to make any payment to the Purchaser until such time as
          the contingent liability ceases to be contingent and becomes actual
          provided

<PAGE>   58

          that the provisions of paragraph 1 (as to determination of liability
          if legal proceedings have not been commenced within 12 months of
          service of notice) shall not apply to such claim whilst such liability
          remains contingent nor shall the provisions of paragraph 1.1(a) apply
          to prevent a claim if notice of the contingent claim has been given to
          Dr. Burston within the required period stipulated by paragraph 1a.

2.4       The Purchaser shall not be entitled to recover damages in respect of
          any claim under the Warranties and/or of the Tax Deed and/or the
          indemnities at Schedule 6 or receive payment pursuant to clause 22, to
          the extent and only to the extent that Dr. Burston has previously
          satisfied a claim under the Warranties and/or Tax Deed and/or the
          indemnities and/or made payment pursuant to clause 22 where to do so
          would involve recovery or receipt more than once in respect of matters
          arising from the same facts or circumstances.

2.5       Any amount payable by Dr. Burston to the Purchaser in satisfaction of
          any claim made under the Warranties or the Tax Deed or the indemnities
          at Schedule 6 or pursuant to clause 22 shall to the extent that it is
          able, be treated as a reduction by that amount of the Consideration.

3.        DISCLOSURE

          Dr. Burston shall not be liable in respect of a claim under the
          Warranties to the extent that the same or circumstances giving rise
          thereto are fairly disclosed in the Disclosure Letter or are expressly
          provided for or noted in the Accounts. No letter, document or other
          communication shall be deemed to be disclosed except and to the extent
          that the same is listed in an index to and a copy attached to, the
          Disclosure Letter.

4.        NO LIABILITY FOR CERTAIN EVENTS

4.1       Dr. Burston shall not be liable in respect of a claim under the
          Warranties to the extent that:

          (a)       the claim or the events giving rise to the claim would not
                    have arisen but for an act or transaction carried out by
                    reason of the pre-completion asset disposals from BRL, APHL
                    and DBHL to the Vendors' Group, invoices in respect of which
                    are contained in section 13 of the Disclosure Bundle (as
                    defined in the Disclosure Letter); or

          (b)       the loss or damage giving rise to the claim is recovered by
                    the Purchaser's Group under any policy of insurance;

          (c)       such claim occurs or is increased as a result of any change
                    in legislation after the date of this agreement (or any
                    legislation not in force at the date of this agreement)
                    which takes effect retrospectively or the withdrawal after
                    the date of this agreement of any published concession or
                    published general practice previously made by the Inland
                    Revenue or other taxing authority;

          (d)       such claim occurs or is increased as a result of any
                    increase in the rate of Taxation in force at the date of
                    this agreement;

<PAGE>   59

          (e)       any breach of the Warranties occurs as a result of or is
                    otherwise attributable to the Purchaser's Group disclaiming
                    any part of the benefit of capital or other allowances
                    against Taxation claimed or proposed and in either case,
                    which was contemplated for the purposes of the Accounts on
                    or before the date of this agreement;

          (f)       such claim is attributable to any voluntary act or omission
                    of or transaction or arrangement carried out by the
                    Purchaser's Group after the date of this agreement otherwise
                    than in the ordinary course of business and which the
                    Purchaser should reasonably have known would have given rise
                    to such a claim;

          (g)       such a claim would not have arisen or would have been
                    reduced or eliminated but for the failure or omission on the
                    part of the Purchaser's Group to make any claim, election,
                    surrender or disclaimer or give notice or consent or do any
                    other thing under the provisions of any enactment or
                    regulation relating to Taxation after the date of this
                    agreement the making giving or doing of which was taken into
                    account in computing the provision for Taxation in the
                    Accounts and was notified to the Purchaser a reasonable time
                    before the expiry of any applicable time limit;

          (h)       such claim relates to a liability for Taxation which would
                    not have arisen but for any winding up or cessation after
                    the date of this agreement of any trade or business carried
                    on by any Company;

          (i)       if and to the extent that such claim would not have arisen
                    but for a change of accounting policy or practice of any
                    Company after the date of this agreement other than a change
                    to comply with generally accepted accounting principles or
                    any legal requirements;

          (j)       that such claim arises solely because of the disallowance of
                    the carry back of losses of L1,176,155 of BRL in the
                    accounting period ended on the Accounts Date against the
                    profits of BRL in the accounting period ended on 31 March
                    1998.

5.        THIRD PARTIES

5.1       This paragraph 5 shall apply in circumstances where:

          (a)       any claim is made against the Purchaser's Group which should
                    reasonably be expected to give rise to a claim by the
                    Purchaser against Dr. Burston under the General Warranties;
                    or

          (b)       the Purchaser's Group should reasonably be expected to be
                    able to make recovery from some other person any sum in
                    respect of any facts or circumstances by reference to which
                    the Purchaser has or should be reasonably expected to have a
                    claim against Dr. Burston under the General Warranties; or

          (c)       Dr. Burston has paid to the Purchaser an amount in respect
                    of a claim under the General Warranties and subsequent to
                    the making of such payment the Purchaser recovers from some
                    other person a sum which is referable to that payment.

<PAGE>   60

5.2       The Purchaser shall:

          (a)       in the case of paragraph 5.1(a) and 5.1(b) prior to taking
                    any action (other than the giving of notice pursuant to
                    paragraph 1 of this schedule) against Dr. Burston under the
                    General Warranties and subject to the Purchaser being
                    indemnified and secured to its reasonable satisfaction
                    against all costs and expenses which may be incurred by
                    reason of such action) take all such action Dr. Burston may
                    reasonably request in writing including the institution of
                    proceedings and the instruction of professional advisers
                    approved in writing by the Vendors' Representative to act on
                    behalf of the Purchaser to avoid, dispute, resist,
                    compromise, defend or appeal against any such claim against
                    the Purchaser as is referred to in paragraph 5.1(a) or to
                    make such recovery by the Purchaser as is referred to in
                    paragraph 5.1(b), as the case may be; and

          (b)       subject to the Purchaser being indemnified and secured to
                    its reasonable satisfaction against all costs and expenses
                    which may be incurred by reason of such action, not settle
                    or compromise any liability or claim to which such action is
                    referable without the prior written consent of the Vendors'
                    Representative which consent shall not be unreasonably
                    withheld or delayed;

          (c)       in the case of paragraph 5.1(c) only, repay to Dr. Burston
                    an amount equal to the amount recovered upon receipt or, if
                    lower, the amount paid by Dr. Burston to the Purchaser less,
                    in either case, any amount payable by the Purchaser in
                    respect of Taxation on the amount recovered; and

          (d)       for the avoidance of doubt clause 4 of the Tax Deed shall
                    apply with necessary changes in respect of claims under the
                    Tax Warranties.

6.        MITIGATION

          The Purchaser will take or procure the taking of all such reasonable
          steps as are required by law in order to mitigate any claim under the
          Warranties, subject to the Purchaser being indemnified and secured to
          its reasonable satisfaction against all reasonable costs and expenses
          incurred in connection therewith.

<PAGE>   61

                                   SCHEDULE 5
                                 PROPERTY LEASES

<TABLE>
<CAPTION>
-------------------------------------------- ------------------------------------------- -------------------------
PARTIES                                      PROPERTY                                    DATE
-------------------------------------------- ------------------------------------------- -------------------------
<S>                                          <C>                                         <C>
Dallas John Burston t/a                      Stoneythorpe Home Farm,                     30.09.1998
Dallas Burston Investment                    Southarn, Stratford-upon-Avon
Properties (1) BRL (2)
-------------------------------------------- ------------------------------------------- -------------------------
Dallas John Burston (1) BRL (2)              The Tin Barn (Unit D) Pitsford Hill,        30.09.1998
                                             Brixworth, Northants
-------------------------------------------- ------------------------------------------- -------------------------
Dallas John Burston (1) BRL (2)              The Manor House, Pitsford Hill,             30.09.1998
                                             Brixworth, Northants
-------------------------------------------- ------------------------------------------- -------------------------
Dallas Burston Ashbourne                     Unit 19 Ferro Fields, Scaldwell Road        30.09.1998
Limited (1) BRL (2)                          Industrial Estate, Brixworth, Northants
-------------------------------------------- ------------------------------------------- -------------------------
</TABLE>

<PAGE>   62

                                   SCHEDULE 6
                                   INDEMNITIES


1.        For the purpose of this schedule "COMPANY" means APHL, BRL, Chargelink
          and DBHL all of them and each of them as the context admits.

2.        Dr. Burston undertakes to the Purchaser that he shall indemnify and
          keep indemnified the Purchaser and/or the relevant Company from and
          against:

          (a)       all or any claims (whether or not successful, compromised or
                    settled), actions, liabilities, demands, proceedings brought
                    or established against the Purchaser and/or any Company in
                    any jurisdiction;

          (b)       all reasonable losses, costs, payments, deficiencies,
                    charges and expenses (including legal fees on an indemnity
                    basis) which the Purchaser and/or any Company may suffer or
                    properly incur (including, but not limited to, all such
                    reasonable losses, costs, payments, deficiencies, charges
                    and expenses suffered or properly incurred in disputing any
                    claim, action, liability, demand or proceeding and/or
                    establishing its right to be indemnified pursuant to this
                    indemnity and/or seeking advice on any claim, action,
                    liability, demand or proceedings in any way related to or in
                    connection with this indemnity) provided that in the event
                    that any claim under these indemnities is successfully
                    defended or is withdrawn, the Purchaser shall forthwith
                    refund any payments made by the Vendor to the Purchaser in
                    respect of such claim; and

          (c)       any liability to Taxation for which the Purchaser and/or any
                    Company may become liable

                    in each case in relation to or arising from or as a
                    consequence of the matters set out below:

          (d)       Any claim brought by or in respect of any of the Retained
                    Employees or further employee of the Company prior to the
                    date of this agreement, whether for unpaid remuneration,
                    wrongful dismissal, unfair dismissal, redundancy, loss of
                    office, sex, disability or race discrimination or otherwise.

          (e)       The termination of any contract of employment or collective
                    agreement to which the Company is a party and which has not
                    been disclosed in writing to the Purchaser and any sum
                    payable to or on behalf of any such employee in respect of
                    his employment.

          (f)       The administration of and provision of benefits under any
                    occupational or personal pension scheme (including any
                    indemnities or guarantees given in relation thereto); any
                    claim brought by or on behalf of the Retained Employees or
                    the Vendors in respect of any liability, amount owing or
                    contribution due under any occupational or personal pension
                    scheme whatsoever; and the substitution of principal
                    employers under the Bartholomew Rhodes Limited Retirement
                    and Death Benefit Scheme.

<PAGE>   63

                    For the avoidance of doubt references in this schedule 6 to
                    any pension scheme includes without limitation the
                    Bartholomew Rhodes Retirement and Death Benefit Scheme.

          (g)       Any claim or liability (whether actual or contingent) in
                    relation to past or future non-performance or non-observance
                    of the covenants of the Property Leases including, but not
                    limited to, environmental liabilities arising from the
                    Company's occupation of the properties under, and the
                    assignment of, the Property Leases.

<PAGE>   64

                                   SCHEDULE 7A
                                   TRADE MARKS


<TABLE>
<CAPTION>
---------------------------- ---------------- ----------- ------------------------------------- ----------- -------------
      Trademark Name            Reg. No.        Class                    Holder
---------------------------- ---------------- ----------- ------------------------------------- ----------- -------------
<S>                              <C>            <C>       <C>                                   <C>         <C>
AMINOTARD                        2049671          5       Dallas Burston Healthcare Ltd
---------------------------- ---------------- ----------- ------------------------------------- ----------- -------------
AMNITARD                         2049676          5       Dallas Burston Healthcare Ltd
---------------------------- ---------------- ----------- ------------------------------------- ----------- -------------
CALCETE                          2016776          5       Dallas Burston Healthcare Ltd
---------------------------- ---------------- ----------- ------------------------------------- ----------- -------------
DI-NITROTARD                     2049961          5       Dallas Burston Healthcare Ltd
---------------------------- ---------------- ----------- ------------------------------------- ----------- -------------
DICLOTARD                        1582474          5       Dallas Burston Healthcare Ltd
---------------------------- ---------------- ----------- ------------------------------------- ----------- -------------
HALFPROPATARD                    2063395          5       Dallas Burston Healthcare Ltd
---------------------------- ---------------- ----------- ------------------------------------- ----------- -------------
IBUTARD                          1582478          5       Dallas Burston Healthcare Ltd
---------------------------- ---------------- ----------- ------------------------------------- ----------- -------------
INDOTARD                         1582473          5       Dallas Burston Healthcare Ltd
---------------------------- ---------------- ----------- ------------------------------------- ----------- -------------
ISODUR                           2019102          5       Dallas Burston Healthcare Ltd
---------------------------- ---------------- ----------- ------------------------------------- ----------- -------------
ISOTARD                          2109735          5       Dallas Burston Healthcare Ltd
---------------------------- ---------------- ----------- ------------------------------------- ----------- -------------
KETOPROTARD                      2049666          5       Dallas Burston Healthcare Ltd
---------------------------- ---------------- ----------- ------------------------------------- ----------- -------------
KETOTARD                         1304356          5       Dallas Burston Healthcare Ltd
---------------------------- ---------------- ----------- ------------------------------------- ----------- -------------
MESALATARD                       2002898          5       Dallas Burston Healthcare Ltd
---------------------------- ---------------- ----------- ------------------------------------- ----------- -------------
NIFEDOTARD                       1582475          5       Dallas Burston Healthcare Ltd
---------------------------- ---------------- ----------- ------------------------------------- ----------- -------------
PROPATARD                        2002214          5       Dallas Burston Healthcare Ltd
---------------------------- ---------------- ----------- ------------------------------------- ----------- -------------
SALBUTARD                        2002219          5       Dallas Burston Healthcare Ltd
---------------------------- ---------------- ----------- ------------------------------------- ----------- -------------
TRAMATARD                        2052550          5       Dallas Burston Healthcare Ltd
---------------------------- ---------------- ----------- ------------------------------------- ----------- -------------
VERAPATARD                       1582479          5       Dallas Burston Healthcare Ltd
---------------------------- ---------------- ----------- ------------------------------------- ----------- -------------
ZEMTARD                          2002211          5       Dallas Burston Healthcare Ltd
---------------------------- ---------------- ----------- ------------------------------------- ----------- -------------
BECLOAQUA                        1581102          5       Dallas Burston Healthcare Ltd
---------------------------- ---------------- ----------- ------------------------------------- ----------- -------------
</TABLE>

<PAGE>   65

                                   SCHEDULE 7B
                             TRADE MARK APPLICATION

<TABLE>
<CAPTION>
------------------------------- -------------------------------------- ------------------------------------------------
NAME                            APPLICATION NO.                        CLASS
------------------------------- -------------------------------------- ------------------------------------------------
<S>                             <C>                                    <C>
PCG Pharma                      2192182                                5, 10
------------------------------- -------------------------------------- ------------------------------------------------
Mono-5-Isotard                                                         5
------------------------------- -------------------------------------- ------------------------------------------------
Mono-5-Nitrotard
------------------------------- -------------------------------------- ------------------------------------------------
Mono-5-Sorbitard                                                       5
------------------------------- -------------------------------------- ------------------------------------------------
</TABLE>

<PAGE>   66

                                   SCHEDULE 8
                                PRODUCT LICENCES

PART 1 - MARKETED PRODUCTS
Products currently marketed in the UK, licences held within the Dallas Burston
Healthcare Group of companies.

<TABLE>
<CAPTION>
------------------- ---------------- -------------------- -------------------------------------------- --------------------
     PRODUCT        LICENCE NUMBER      TYPE/STRENGTH                   LICENCE HOLDER                    MANUFACTURER/
                                                                                                             PACKER
------------------- ---------------- -------------------- -------------------------------------------- --------------------
<S>                 <C>              <C>                  <C>                                          <C>
Amoxicillin         6832/0117        Capsules 250 mg      Ashbourne Pharmaceutical (Holdings) Ltd      GALEN
------------------- ---------------- -------------------- -------------------------------------------- --------------------
                    6832/0118        Capsules 500 mg      Ashbourne Pharmaceutical (Holdings) Ltd      GALEN
------------------- ---------------- -------------------- -------------------------------------------- --------------------
                    6832/0119        Suspension           Ashbourne Pharmaceutical (Holdings) Ltd      GALEN
                                     125mg/5ml
------------------- ---------------- -------------------- -------------------------------------------- --------------------
                    6832/0120        Suspension           Ashbourne Pharmaceutical (Holdings) Ltd      GALEN
                                     250mg/5ml
------------------- ---------------- -------------------- -------------------------------------------- --------------------
Minocycline         6832/0121        Tablets 50mg         Ashbourne Pharmaceutical (Holdings) Ltd      GALEN
------------------- ---------------- -------------------- -------------------------------------------- --------------------
                    6832/0122        Tablets 100mg        Ashbourne Pharmaceutical (Holdings) Ltd      GALEN
------------------- ---------------- -------------------- -------------------------------------------- --------------------
Beclometasone       6832/0059        Nasal Spray/mcg pom  Dallas Burston Healthcare Ltd                Chiesi/Jensa
                    16900/0021
                    'P' Product
------------------- ---------------- -------------------- -------------------------------------------- --------------------
Isosorbide          6832/0110        Tablets 60mg         Ashbourne Pharmaceutical (Holdings) Ltd      Valpharma/Jensa
mononitrate
------------------- ---------------- -------------------- -------------------------------------------- --------------------
                    6832/0132        Tablets 25mg         Ashbourne Pharmaceutical (Holdings) Ltd      Valpharma/Jensa
------------------- ---------------- -------------------- -------------------------------------------- --------------------
                    6832/0135        Tablets 50mg         Ashbourne Pharmaceutical (Holdings) Ltd      Valpharma/Jensa
                    6832/0134        Tablets 40mg
------------------- ---------------- -------------------- -------------------------------------------- --------------------
                    16900/005        Capsules 25mg        Dallas Burston Healthcare Ltd                Pharmatec/Jensa
------------------- ---------------- -------------------- -------------------------------------------- --------------------
                    16900/004        Capsules 50mg        Dallas Burston Healthcare Ltd                Pharmatec/Jensa
------------------- ---------------- -------------------- -------------------------------------------- --------------------
Ketoprofen          6832/0131        200mg CR             Ashbourne Pharmaceutical (Holdings) Ltd      Valpharma/Jensa
------------------- ---------------- -------------------- -------------------------------------------- --------------------
Cimetidine          12248/0001       Tablest 200mg        Bartholomew Rhodes                           Clonmel
------------------- ---------------- -------------------- -------------------------------------------- --------------------
                    12248/0002       Tablets 400mg        Bartholomew Rhodes                           Clonmel
------------------- ---------------- -------------------- -------------------------------------------- --------------------
                    12248/0003       Tablets 800mg        Bartholomew Rhodes                           Clonmel
------------------- ---------------- -------------------- -------------------------------------------- --------------------
Diltiazem           6832/0113        Capsules 120mg       Ashbourne Pharmaceutical (Holdings) Ltd      Valpharma/Jensa
------------------- ---------------- -------------------- -------------------------------------------- --------------------
                    6832/0114        Capsules 180mg       Ashbourne Pharmaceutical (Holdings) Ltd      Valpharma/Jensa
------------------- ---------------- -------------------- -------------------------------------------- --------------------
                    6832/0115        Capsules 240mg       Ashbourne Pharmaceutical (Holdings) Ltd      Valpharma/Jensa
------------------- ---------------- -------------------- -------------------------------------------- --------------------
                    6832/0116        Capsules 300mg       Ashbourne Pharmaceutical (Holdings) Ltd      Valpharma/Jensa
------------------- ---------------- -------------------- -------------------------------------------- --------------------
Aspirin             16900/0031       300mg EC 100 & 30's  Dallas Burston Healthcare Ltd                Custom/Unit 2
------------------- ---------------- -------------------- -------------------------------------------- --------------------
Ipratropium         16900/0041       Nebuliser 250mg/ml   Dallas Burston Healthcare Ltd                Holopack/Jensa
                    16900/0040       1 & 2ml
------------------- ---------------- -------------------- -------------------------------------------- --------------------
Salbutamol          16900/0006       Nebuliser 1mg/ml &   Dallas Burston Healthcare Ltd                Holopack/Jensa
                    16900/0007       2mg/ml
------------------- ---------------- -------------------- -------------------------------------------- --------------------
Saline              16900/0008       Diluent 2.5ml        Dallas Burston Healthcare Ltd                Holopack/Jensa
------------------- ---------------- -------------------- -------------------------------------------- --------------------
                    Medical Device   Irrigation 20ml      Dallas Burston Healthcare Ltd                Holopack/Jensa
------------------- ---------------- -------------------- -------------------------------------------- --------------------
Terbutaline         14641/0005       Nebuliser 2.5mg/ml   Chargelink                                   Holopack/Jensa
------------------- ---------------- -------------------- -------------------------------------------- --------------------
</TABLE>

<PAGE>   67

PART 2 - DEVELOPMENTS PROJECTS
Projects which are currently being progressed from submission with the MCA to
approval or where dossiers are being compiled for approval. All are in the name
of Dallas Burston Healthcare.

<TABLE>
<CAPTION>
--------------------------- ----------------------------------- ----------------------------- ----------------------
        ID NUMBER                        PRODUCT                       MANUFACTURER/
                                                                           PACKER
--------------------------- ----------------------------------- ----------------------------- ----------------------
<S>                         <C>                                 <C>                           <C>
           2012             Calcium chews 500mg                 Dales/Unit 2
        16900/0001
                            ----------------------------------- ----------------------------- ----------------------
        16900/0002          Calcium chews 1g                    Ditto
--------------------------- ----------------------------------- ----------------------------- ----------------------
           2032             Paracetamol & codeine               Wrafton/Jensa
        16900/0003          capsules 500/30mg
--------------------------- ----------------------------------- ----------------------------- ----------------------
           2043             Temazepam tablets 10 and 20mg       Dales/Jensa
        16900/0029
        16900/0030
--------------------------- ----------------------------------- ----------------------------- ----------------------
           2046             Tramadol capsules                   Wrafton/Jensa
        16900/0010
--------------------------- ----------------------------------- ----------------------------- ----------------------
           2034             Paracetamol & codeine               Sipharm
                            effervescent tablets 500/30mg
--------------------------- ----------------------------------- ----------------------------- ----------------------
           2033             Paracetamol & codeine tablets       Dales/Jensa
                            500/30mg
--------------------------- ----------------------------------- ----------------------------- ----------------------
</TABLE>

<PAGE>   68

PART 3 - PRODUCTS MARKETED BY BARTHOLOMEW RHODES WHERE THE LICENCE IS HELD BY A
THIRD PARTY

<TABLE>
<CAPTION>
------------------------------------- ----------------------------------------- -----------------------------------
              PRODUCT                              TYPE/STRENGTH                          LICENCE HOLDER
------------------------------------- ----------------------------------------- -----------------------------------
<S>                                   <C>                                       <C>
Aspirin                               Tablets 75mg EC                           Lilly
------------------------------------- ----------------------------------------- -----------------------------------
Indomethacin                          Capsules 75mg MR                          Benzon Pharma
------------------------------------- ----------------------------------------- -----------------------------------
Diclofenac                            Tablets 75 and 100mg MR                   Valpharma
------------------------------------- ----------------------------------------- -----------------------------------
Naproxen                              Tablets 250 and 500mg EC                  Nycomed
------------------------------------- ----------------------------------------- -----------------------------------
</TABLE>

<PAGE>   69

                                   SCHEDULE 9
                               EXCLUDED CONTRACTS

1.       All mobile phones contracts entered into by any of the Companies.

2.       (a)      All and any agreements relating to the following non-marketed
                  products:

                  (i)      Captopril Tablets 12.5, 25 and 50mg;

                  (ii)     Folic Acid and Ferrous Gluconate Tablets 100mg
                           fe/0.4mg folic acid/30mg fe0.4mg folic acid;

                  (iii)    Selegiline Tablets 5mg;

                  (iv)     Diltiazem 120mg capsules (for PL 16900/00 18 only);

                  (v)      Sulcralfate 1g tablets, 1g chewable tablets, mixture;

                  (vi)     Tamoxifen 10, 20 and 40mg tablets.

         (b)      All and any agreements relating to the following product
                  developments:

                  (i)      Budesonide CR Capsules;

                  (ii)     Budesonide nebuliser suspension;

                  (iii)    Budesonide aqueous nasal spray;

                  (iv)     handheld nebuliser device;

                  (v)      all HFA products including without limitation:

                           Salbutamol;
                           Budesonide;
                           Beclometasone;
                           Fluticasone;

                  (vi)     Nifedipine 30 x 60mg XL tablets;

                  (vii)    Salbutamol/Ipratropium nebuliser (for novel delivery
                           systems or for distribution of such products outside
                           the Territory);

                  (viii)   wound dressings;

                  (ix)     Enalapril melt tablets;

<PAGE>   70

                  (x)      Paracetamol/Tramadol capsules;

                  (xi)     Melt formulations in general;

                  (xii)    Calcium and Vitamin D3;

                  (xiii)   Diclofenac MR tablets 75 and 100mg (subject to the
                           provisions of clause 5.3);

                  (xiv)    Sodium cromoglycate nebuliser;

                  (xv)     Nifedipine MR tablets 20mg;

                  (xvi)    Bisoprolol 5 + 10mg tablets;

                  (xvii)   Doxasosin 1, 2 + 4mg tablets;

                  (xviii)  Nabumetone tablets;

                  (xix)    Betahistine 8 + 16mg tablets;

                  (xx)     Triamcinolone acetate aqueous nasal spray;

         including for the avoidance of doubt the following Research and
         Development Agreements:

                  -        Agreement (oral budesonide) date 15 August 1998 made
                           between DBHL (1), Danbiosyst UK Limited (2) and BRL
                           (3);

                  -        Agreement (nifedipine) undated made between DBHL (1),
                           Danbiosyst UK Limited (2) and BRL(3);

                  -        Agreement (nebulisation) undated made between DBHL
                           (1), Danbiosyst UK Limited (2) and BRL (3);

                  -        Agreement (nasal budesonide) undated made between
                           DBHL (1) West Pharmaceutical Services Drug Delivery
                           and Clinical Research Centre Limited (2) and BRL (3);

                  -        Agreement (nasal beclomethasane) undated made between
                           DBHL (1) West Pharmaceutical Services Drug Delivery
                           and Clinical Research Centre Limited (2) and BRL (3);

                  -        Agreement (nasal triamcinolone) undated made between
                           DBHL (1) West Pharmaceutical Services Drug Delivery
                           and Clinical Research Centre Limited (2) and BRL (3).

<PAGE>   71

         (c)      All and any agreements relating to the following marketed
                  products:

<TABLE>
<S>                    <C>                            <C>
         (i)           Medicinal bath oil:            250ml including any bio-medical services manufacturing
                                                      and packing agreement;

         (ii)          Buspirone hydrochloride        including supply agreement made between Orion Corporation
                       tablets 5mg/10mg:              and Ashbourne Pharmaceuticals Limited dated 27 September
                                                      1995.
</TABLE>

         (d)      All and any agreements relating to the supply of active
                  materials for Budesonide, Nabumetone, Flutamide including the
                  Confidentiality and Supply Agreement made between DBHL and
                  Archimica Spa dated June 1997 the letter of Agreement from
                  Parexel to DBHL dated 12 September 1998, the Secrecy and
                  Confidentiality Agreement between DBHL and Chemi for the
                  supply of Nabumetone Powder dated 3 November 1998, the Supply
                  Agreement between APHL and Harris Pharmaceuticals Limited
                  (undated) and the Secrecy and Confidentiality Agreement
                  between DBHC and Sipharm Sisselnag AG dated 7 May 1998.

3.        The obligation to supply Buspirone tablets 5mg and 10mg under the
          Central Services Agency Regional Supplies Service in Northern Ireland
          Tender T1964 dated 12 April 1999 for the period 1 May 1999 to 30 April
          2001 and the obligation to supply Buspirone Hydrochloride Tablets 5mg
          and 10mg under the North West (6NW) Tender 99G MOO dated 12 January
          1999 for the period 1 March 1999 to 28 February 2001 or any
          obligations to supply Buspirone tablets 5mg and 10mg.

4.        Invoices for Product Development:

<TABLE>
<CAPTION>
         ------------------------------------------------------------------------------------------------------------
         Company                         Invoicing Party                Amount                    Invoice No's
         ------------------------------------------------------------------------------------------------------------
<S>                                      <C>                            <C>                       <C>
         Chargelink                      MCA                            L10,055.00                76458
         ------------------------------------------------------------------------------------------------------------
         Various                         MCA                            L11,417.00                -
         ------------------------------------------------------------------------------------------------------------
         BR                              Danbiosyst                     L9,133.17                 94644
         ------------------------------------------------------------------------------------------------------------
         BR                              Danbiosyst                     L277.35                   94643
         ------------------------------------------------------------------------------------------------------------
         BR                              Danbiosyst                     L5,875.00                 94648
         ------------------------------------------------------------------------------------------------------------
         BR                              Danbiosyst                     L2,192.81                 94652
         ------------------------------------------------------------------------------------------------------------
         BR                              Danbiosyst                     L2,968.64                 94640
         ------------------------------------------------------------------------------------------------------------
         BR                              Danbiosyst                     L877.57                   94637
         ------------------------------------------------------------------------------------------------------------
         BR                              Danbiosyst                     L10,694.33                94638
         ------------------------------------------------------------------------------------------------------------
         BR                              Danbiosyst                     L12,639.04                94630
         ------------------------------------------------------------------------------------------------------------
         BR                              Quintiles                      L43,170.68                809246
         ------------------------------------------------------------------------------------------------------------
         BR                              Quintiles                      L56,803.03                808820
         ------------------------------------------------------------------------------------------------------------
         BR                              Nilfisk                        L2,914.47                 405031
         ------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>   72
5.       Any agreements or arrangements relating to the day to day operation of
         facilities at Victors Barns, Brixworth, Northamptonshire including,
         without limitation, agreements for cleaning, waste removal and
         laboratory maintenance.

6.       Any agreements with consultants including with David Blowers, Fiona
         Garner and Sue Chambers.

7.       Invoice Number: 0102778 from Grant Thornton to BRL in the sum of
         L8,600.00 plus VAT in the sum of L1,505.00.

8.       BRL's Company Barclaycard.

<PAGE>   73

                                   SCHEDULE 10
                               RETAINED EMPLOYEES

-------------------------------------------------------------------------------
NAME
-------------------------------------------------------------------------------
Ash Kotecha
-------------------------------------------------------------------------------
Ann Ruddock
-------------------------------------------------------------------------------
Rebecca Woollen
-------------------------------------------------------------------------------
Clive Booles
-------------------------------------------------------------------------------
Darren Robinson
-------------------------------------------------------------------------------
David Green
-------------------------------------------------------------------------------
David Guest
-------------------------------------------------------------------------------
Eleanor Maltby
-------------------------------------------------------------------------------
Grant Barnett
-------------------------------------------------------------------------------
Helen Massey
-------------------------------------------------------------------------------
Jane Hughes
-------------------------------------------------------------------------------
Janice Hopcraft
-------------------------------------------------------------------------------
John McClellan
-------------------------------------------------------------------------------
Katie Bayley
-------------------------------------------------------------------------------
Katie Fitchett
-------------------------------------------------------------------------------
Leighton Barnish
-------------------------------------------------------------------------------
Lesley Kluz
-------------------------------------------------------------------------------
Louise Richards
-------------------------------------------------------------------------------
Sam S-Hewitt - Temp Employed until Sept 99
-------------------------------------------------------------------------------
Shamreen Mirza
-------------------------------------------------------------------------------
Shirley Dann
-------------------------------------------------------------------------------
Teresa Heath
-------------------------------------------------------------------------------
Vivien Sum
-------------------------------------------------------------------------------

<PAGE>   74

Signed by DR. DALLAS BURSTON                  )
in the presence of:                           )    Dr. Dallas Burston
                                              )    [signed]
NICOLA FAIRALL
SECKLOE HOUSE, NORTH 13 STREET
MILTON KEYNES
SOLICITOR


Signed by LINDA BURSTON                       )
in the presence of:                           )    Ian Morris
                                              )    [signed as attorney]
NICOLA FAIRALL (AS ABOVE)


Signed by DR. DALLAS BURSTON and              )
IAN MORRIS as Trustees of                     )    Dr. Dallas Burston [signed]
THE DALLAS BURSTON 1999 SETTLEMENT            )    Ian Morris [signed]
in the presence of:                           )
NICOLA FAIRALL (AS ABOVE)


Signed by                                     )
for and on behalf of GALEN HOLDINGS           )    Geoffrey Elliot [signed]
PLC in the presence of:                       )    Alan Armstrong [signed]

RICHARD MCCANN
50 CALEDON ROAD
AUGHNACLOY
ACCOUNTANT