DATED 28 FEBRUARY 1999



                                    DMD GMBH

                                       AND

                                   RALF MULLER

                                       AND

                                  DMDS LIMITED


                     ---------------------------------------
                            AGREEMENT FOR THE SALE OF
                        THE SELLER'S BUSINESS AND ASSETS
                     ---------------------------------------


                                 DRAFT: 24/2/99



                                HARBOTTLE & LEWIS
                                  HANOVER HOUSE
                                14 HANOVER SQUARE
                                 LONDON W1R 0BE

                               h85/249321/17277_1




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                                      INDEX

1.    Definitions............................................................1
2.    Agreement For Sale and Purchase........................................6
3.    Consideration..........................................................6
4.    Completion.............................................................7
5.    Value Added Tax........................................................8
6.    Liabilities............................................................9
7.    Employees..............................................................9
8.    Insurance.............................................................10
9.    Contracts and Third Party Consents....................................10
10.   Apportionments........................................................11
11.   Post Completion.......................................................11
12.   Warranties by Seller..................................................12
13.   Warranties by Purchaser...............................................12
14.   Purchaser's Remedies..................................................13
15.   Conduct of Warranty Claims............................................14
16.   Notices...............................................................14
17.   Successors and Assignability..........................................15
18.   Certificate of Value..................................................15
19.   Announcements.........................................................15
20.   Survival of Certain Provisions........................................15
21.   Entire Agreement......................................................15
22.   Governing Law.........................................................15
SCHEDULE 1                 Contracts........................................16
SCHEDULE 2                 Employees........................................17
SCHEDULE 3                 Excluded Assets..................................18
SCHEDULE 4                 The Warranties...................................19
SCHEDULE 5                 Apportionment of Consideration...................20


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THIS AGREEMENT is made on 28 February 1999

BETWEEN:

(1)      DMD GMBH (registered number [ ]) which has its registered office at 
         Hannah Arendt Strasse No 3, 35037 Marburg, Germany,6 ("THE SELLER");

(2)      RALF MULLER of [address] ("MR MULLER"); and

(3)      DMDS LIMITED  (registered  number 3505875) whose  registered  office is
         at Plumtree Court,  London,  EC4A 1HT ("THE PURCHASER").

WHEREAS:

(A)      The Seller carries on the Business.

(B)      Mr Muller and DMD N.V. hold all of the issued shares in the Seller.

(C)      The Purchaser has agreed with the Seller with effect from the
         Completion Date to purchase as a going concern the Business including
         (without limitation) the undertaking and the assets referred to below,
         upon the following terms.

IT IS AGREED as follows:

1.       DEFINITIONS

1.1      In this Agreement unless the context otherwise requires the following
         expressions shall have the following respective meanings:-

"ACCOUNTS" 

the balance sheet as at the Accounts Date and the profit and loss account for
the year ended on the Accounts Date of the Seller, including all documents
required by law to be annexed to them; 

"ACCOUNTS DATE" 

28 February 1999;

"ACCRUALS" 

all amounts received by the Seller prior to the Completion Date but in respect
of a period after the Completion Date or in respect of goods and services to be
supplied by the Seller after the Completion Date and excluding any such amounts
relating to the Excluded Assets;

"BOOK DEBTS"

the debts and other amounts owing to the Seller at the Completion Date in
respect of the Business;

"BUSINESS" 

the business carried on by the Seller at the



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Completion  Date  more  particularly   described  as  the  distribution  of
dental/medical  products  and all income  derived from the  distribution  of the
products;

"BUSINESS INFORMATION"                              

all information, know-how and records (whether or not confidential and in
whatever form held) including (without limitation) all formulae, designs,
specifications, drawings, data, manuals and instructions and all customer lists,
supplier lists, sales information and all technical or other expertise and all
computer software and all accounting and VAT Records, correspondence, orders and
inquiries of the Business;

"BUSINESS RECORDS"

shall include, without limitation, all notes, correspondence, orders, inquiries,
drawings, plans, books of account and other documents and all computer disks or
tapes or other machine legible programmes or other records relating to the
Business;

"CASH FLOAT" 

all cash of the Business held as petty cash and cash at the bank held in the
Seller's bank accounts as at the Completion Date relating to the Business;

"COMPLETION" 

completion of the sale and purchase of the Business and Sale Assets in
accordance with the terms of this Agreement;

"COMPLETION DATE"

the date of this Agreement;

"CONSIDERATION"

the consideration described in Clause 3;

"CONSIDERATION SHARES"

3500 shares of common stock of DMD-USA;

"CONTRACTS"

the contracts and other legally enforceable engagements or arrangements of the
Seller in relation to the Business in existence on the Completion Date,
including those contracts brief details of which are set out in Schedule One
(Contracts);

"DEBENTURE"

A debenture made by the Seller in favour of the Purchaser dated the date of this
Agreement;

"DMD"

Dental/Medical Diagnostic Systems, Inc.;


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"EMPLOYEES"

the persons employed at the Completion Date in connection with the Business as
listed in Schedule Two (Employees);

"ENVIRONMENTAL LAWS"

all applicable laws, regulations, codes of practice, circulars, guidance notes
and the like whether of the United Kingdom or otherwise concerning protection of
the environment; 

"EXCLUDED ASSETS" 

Those assets and rights of the Seller which are to be retained by the Seller
after Completion and listed in Schedule Three (Excluded Assets);

"GOODWILL" 

all the goodwill of the Seller in relation to the Business including all rights
of the Seller in and to the Intellectual Property Rights used in or for the
Business and the exclusive right for the Purchaser and its permitted assignees
to represent itself as carrying on the Business in succession to the Seller and
all trade names associated with the Business;

"GUARANTEE"

a guarantee made by Mr Muller and DMD N.V. in favour of the Purchaser dated the
date of this Agreement; 

"INTELLECTUAL PROPERTY RIGHTS" 

patents, trade marks, service marks, trade names, registered designs,
unregistered designs, copyrights (including copyright in any computer
programs) and other forms of intellectual or industrial property (whether or
not registered or registerable and for the full period thereof and all
extensions and renewals thereof and applications for registration of or
otherwise in connection with the foregoing), know-how, inventions, formulae,
confidential or secret processes and information (in each case in any part of
the world), and any other similar rights which may subsist anywhere in the
world;

"LIABILITIES"

the claims, obligations, liabilities and debts of the Seller on the Completion
Date or arising prior to Completion or attributable to a period prior to
Completion which relate to the Business;

"LICENCE"

the licence of the property at Hannah Arendt Strasse No.3, 35037, Marburg,
Germany made between the Seller and SEG Stadt Entwecklungs Gesellschaft Marburg
MHB dated 1 March


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1997;

"LOSSES" 

losses, claims, charges, interest, fines, penalties, liabilities, costs,
expenses (including legal expenses on a solicitor and own-client basis) or
damages of any nature whatsoever and whether or not reasonably or otherwise
foreseeable or avoidable;

"MOVEABLE PLANT AND MACHINERY"

all moveable fittings, furniture, furnishings, plant, machinery, equipment and
vehicles, computer and communication hardware, loose tools, books, stationary,
and other goods (other than the Excluded Assets) owned by the Seller and used by
or in the Business at the Completion Date;

"PROMISSORY NOTE"                                  
 
a promissory note made by the Seller in favour of the Purchaser dated the date
of this Agreement;

"PURCHASER'S SOLICITORS"

Harbottle & Lewis of Hanover House, 14 Hanover Square, London W1R 0BE;

"SALE ASSETS"

the property, assets and rights of the Business to be purchased by the Purchaser
listed in subclauses 2.1.1 to 2.1.8;

"SELLER'S PREPAYMENTS"

all prepayments as at the Completion Date made by or on behalf of the Seller in
connection with the Business or the Sale Assets;

"SERVICE AGREEMENT"

a service agreement between the Purchaser and Mr Muller dated the date of this
Agreement;

"STOCK"

whether or not held for the purpose of resale all stocks of goods and other
stocks in trade whether or not relating exclusively to the Business wherever
located and by whomsoever held including items which although subject to
reservation of title by the suppliers of those items are under the control of
the Seller;

"TAXATION"

all forms of taxation and statutory, governmental, supra-governmental, state,
provincial, local governmental or municipal impositions, duties, contributions
and levies (including withholdings and deductions), whether domestic or foreign,
whenever imposed



<PAGE>


and all penalties, fines, charges, costs and interest relating to any such
matters and "TAX" shall be construed accordingly;

"THIRD PARTY RIGHTS" 

all of the Seller's rights in connection with warranties and representations
made and obligations and liabilities undertaken by third parties in connection
with the Business or the Sale Assets;

"WARRANTIES"

the warranties and representations set out in Clause 12 and Schedule 4 and
"WARRANTY" means any one of them;

"WARRANTY CLAIM"

a claim made by the Purchaser for breach of any one or more of the Warranties;

"VAT"

Value Added Tax or any similar Tax;

"VATA"

the VAT Act 1994 and any order, regulation instrument or other subordinate
instrument under it or any other applicable laws relating to Tax; 

"VAT RECORDS"

The records of the Business required to be kept by paragraph 6 of Schedule 11 to
VATA or any other relevant legislation;

"1981 REGULATIONS" 

The Transfer of Undertakings (Protection of Employment) Regulations 1981 (as
amended) or any other applicable legislation relating to the transfer of
undertakings.

1.2      reference to Clauses, sub-Clauses, paragraphs, sub-paragraphs, parts
         and Schedules are to clauses, sub-clauses, paragraphs, sub-paragraphs
         and parts of, and schedules to, this Agreement;

1.3      headings to Clauses and Schedules are for convenience only and do not
         affect the interpretation of this Agreement;

1.4      the Schedules to this Agreement form part of this Agreement and shall
         have the same force and effect as if expressly set out in the body of
         this Agreement, and any reference to this Agreement shall include the
         Schedules;

1.5      words denoting the singular include the plural and vice versa;

1.6      any reference in this Agreement to the Purchaser shall include its
         successors and permitted assigns.


<PAGE>


2.       AGREEMENT FOR SALE AND PURCHASE

2.1      The Seller shall sell with full title guarantee and the Purchaser shall
         purchase with effect from the Completion Date, all its rights, title
         and interest in free from all charges, restrictions, liens and other
         encumbrances attaching to them:

         2.1.1    the Business (as a going concern); and

         2.1.2    the Goodwill;

         2.1.3    the Moveable Plant and Machinery;

         2.1.4    the benefit of the Contracts and Third Party Rights;

         2.1.5    all rights and title of the Seller in or to Intellectual
                  Property Rights used in or for the purpose of the Business and
                  the Business Information and the Business Records required for
                  or used in connection with the Business;

         2.1.6    the Seller's Prepayments;

         2.1.7    the Licence;

         2.1.8    all other items (if any) of whatever nature owned by the
                  Seller and used in the conduct of the Business as at the
                  Completion Date 

         with the intention that the Business be sold to the Purchaser as a
         going concern with effect from the Completion Date.

2.2      The Purchaser shall not be obliged to complete the purchase of the
         Business or any of the Sale Assets unless the purchase of the Business
         and all of the Sale Assets is duly completed at the same time.

2.3      The Excluded Assets and the Liabilities shall be specifically excluded
         from the sale and purchase of the Business.

3.       CONSIDERATION

3.1      The Consideration for the Sale Assets shall be [(pound)x] to be
         satisfied by the issue to the Seller of the Consideration Shares. The
         Consideration shall be apportioned between the Sale Assets as set out
         in Schedule 6.

3.2      At Completion of the arrangements contemplated by this Agreement, the
         amount of the Consideration shall become payable by the Purchaser but
         will be held by it until all amounts owing under the Promissory Note
         have been satisfied in full.

3.3      Without prejudice to Clause 3.2, the issue of the Consideration Shares
         shall be made subject to the restrictions contained in the US
         Securities and Exchange Commission's Regulation S, as such regulation
         is in effect on the Completion Date, and otherwise in compliance with
         applicable US and English law. The Seller acknowledges that it has



<PAGE>


         access to all filings made by DMD under the US Securities Exchange Act
         of 1934, as amended, including its Annual Report on Form 10-KSB for the
         year ended December 31, 1997 and each of its Quarterly Reports on Form
         10-QSB filed with the Securities and Exchange Commission thereafter,
         and that it has had access to such financial and other information
         concerning DMD and the Consideration Shares as it deemed necessary in
         connection with its agreement to permit Buyer to cause payment of the
         Consideration to be satisfied by the issue of the Consideration Shares,
         including an opportunity to ask questions of and request information
         from DMD and its management. Without limiting the generality of the
         foregoing the Seller acknowledges that the Consideration Shares which
         may be delivered to it pursuant to this Clause 3.3 shall be restricted
         securities which have not been registered under the Securities Act of
         1933, as amended, and that until the expiration of the restricted
         period provided under Regulation S, an offer or sale of the
         Consideration Shares shall not be made by the Seller within the United
         States or to, or for the account or benefit of, a US person within the
         meaning of Rule 902(k) of the US Securities Act of 1933, as amended.

3.4      The Consideration shall be inclusive of VAT (if applicable).

4.       COMPLETION

4.1      Completion shall take place on the Completion Date at the offices of
         the Purchaser's Solicitors.

4.2      On Completion the Seller shall deliver to the Purchaser, at the
         principal office of the Business, or (if so requested by the Purchaser)
         make available to the Purchaser such of the Sale Assets as are capable
         of being transferred by delivery, together with:

         4.2.1    the Promissory Note duly executed by the Seller;

         4.2.2    the Debenture duly executed by the Seller;

         4.2.3    the Business Records;

         4.2.4    all Business Information;

         4.2.5    copies of all National Insurance and PAYE records completed
                  and up-to-date;

         4.2.6    the original documents in the possession or control of the
                  Seller in respect of the Contracts;

         4.2.7    such documents as are reasonably required by the Purchaser to
                  complete the sale and purchase of the Sale Assets and vest
                  title to the Sale Assets in the Purchaser; and

4.3      On Completion Mr Muller shall deliver to the Purchaser's Solicitors:

         4.3.1    the Service Agreement duly executed by Mr Muller; and

         4.3.2    the Guarantee duly executed by Mr Muller and DMD N.V..


<PAGE>


4.4      If all or any of the transactions set out in Clauses 4.2 and 4.3 do not
         take place as provided, the Purchaser may promptly rescind this
         Agreement without prejudice to any other remedy it may have.

4.5      The Purchaser shall then deliver to Mr Muller the Service Agreement
         duly executed by it.

4.6      Rights in and title to the Sale Assets shall pass to the Purchaser on
         the Completion Date.

4.7      Subject to Clause 9 (Contracts and Third Party Consents) the Seller
         shall at Completion or as soon as practicable after Completion deliver
         to the Purchaser all transfers, assignments and novations of those Sale
         Assets which are not capable of being transferred by delivery, together
         with all relevant documents of title.

4.8      The Seller shall (and shall use its reasonable endeavours to procure
         any third party as is necessary to) after the date of this Agreement,
         upon reasonable request by the Purchaser, execute and perform any
         further deeds, documents and acts so requested to give full effect to
         the terms of this Agreement including (without limitation) to vest in
         and assure to the Purchaser whatever right, title and interest the
         Seller may have in the Sale Assets and pending which shall hold such
         Sale Assets on trust for the Purchaser absolutely and will dispose,
         transfer and deal with such Sale Assets at such time and in such manner
         as the Purchaser directs.

4.9      The parties shall upon reasonable request afford to each other and to
         each party's representatives such access during normal business hours
         to the statutory and accounting records and all other documents
         relating to the Business as are in each party's control for the
         purposes of inspecting and copying the same, and neither party shall
         use any such records, documents or the information contained in them
         for any purpose other than for accounting, audit and tax purposes. Each
         party shall keep such records, documents and information in strict
         confidence.

5.       VAT

         The Seller and the Purchaser are of the opinion that the sale of the
         Sale Assets and the transfer of the Business constitutes a transfer of
         a business as a going concern and accordingly the sale of the Sale
         Assets and the transfer of the Business is neither a supply of goods
         nor a supply of services for the purposes of VAT.

6.       LIABILITIES

6.1      Notwithstanding Completion of the purchase of the Business, the Seller
         shall be solely responsible for all the Liabilities and shall duly and
         punctually pay and discharge the Liabilities and shall indemnify the
         Purchaser fully and effectively from and against the Liabilities and
         any and all Losses arising or accruing in respect of or in connection
         with any of them.

6.2      In addition to Clause 6.1 the Seller shall remain liable and be solely
         responsible for and shall indemnify the Purchaser against any and all
         Losses arising after the Completion


<PAGE>


          Date in respect of any  activities  of the Business,  including  goods
          manufactured  by or  service  supplied  by the  Seller  or any  act or
          omission of the Seller, its employees, agents or sub-contractors prior
          to the Completion Date or arising from defective  products or parts of
          products even if the defective products or parts or services were sold
          by or supplied to the Purchaser.

6.3      The liability of the Seller under Clause 6.2 shall extend to any
         settlement of a claim (including costs) made with the approval of the
         Seller (such approval not to be unreasonably withheld).

6.4      If the Purchaser considers that it is desirable to take preventative
         action with a view to avoiding claims under Clause 6.2 the Seller shall
         bear the cost of that action.

6.5      No Liability in respect of the Business or Sale Assets shall pass to,
         or be assumed by, or be construed as accepted by, the Purchaser except
         as expressly set out in this Agreement.

7.       EMPLOYEES

7.1      The Purchaser hereby agrees and acknowledges that the provisions of the
         1981 Regulations apply to the sale of the Business and that the
         contracts of employment of all the Employees shall not be terminated
         but shall continue to have effect as if originally made between each
         Employee and the Purchaser in accordance with the 1981 Regulations, or
         any other law applicable in Germany.

7.2      The Seller agrees to execute (and agrees to use reasonable endeavours
         to procure that it and its directors, officers, employees and agents
         shall execute promptly) such deeds, documents and agreements as the
         Purchaser may reasonably require to, inter alia, change the principal
         employer or trustees (or both) of any pension scheme, salary
         continuation, cash sum or life assurance schemes of which any employees
         or directors of the Seller may belong.

7.3      The Seller shall indemnify the Purchaser against any order to pay
         compensation made pursuant to the 1981 Regulations or any other Loss it
         may suffer in relation to any claim made by an Employee pursuant to the
         1981 Regulations or otherwise in relation to the transfer of the
         Business provided that the order is not made as a result of any act or
         omission of the Purchaser after Completion (other than those deemed to
         have been done by the Purchaser by reason of the 1981 Regulations).

8.       INSURANCE

8.1      The Seller shall notify the Purchaser's interest to the relevant
         insurers and keep in force its existing insurance policies in respect
         of the Sale Assets for 30 days from Completion.

8.2      The Purchaser shall pay the relevant proportion of the insurance
         premiums from Completion until the cancellation of the relevant
         policies or 30 days from Completion, whichever is earlier.


<PAGE>


9.       CONTRACTS AND THIRD PARTY CONSENTS

9.1      From the Completion Date the Purchaser shall perform, fulfil and
         discharge the obligations of the Seller pursuant to the Contracts
         (other than in respect of any breach, act, omission or neglect by the
         Seller or to the extent any liability under the Contracts had accrued
         due prior to the Completion Date) and the Purchaser shall be entitled
         to the benefit of the Contracts.

9.2      Subject to Clause 10.1, the Purchaser shall from the Completion Date
         indemnify and keep indemnified the Seller against all actions,
         proceedings, liabilities, claims, demands, losses, costs and expenses
         or other liability whatsoever arising from the acts or omissions of the
         Purchaser in relation to any of the Contracts on or after the
         Completion Date.

9.3      All Contracts which are capable of assignment without the need for any
         third party consent shall hereby be assigned.

9.4      To the extent that any of the Sale Assets are not assignable without
         the consent of another party or without an agreement of novation, this
         Agreement shall not constitute an assignment or an attempted assignment
         if such assignment or attempted assignment would constitute a breach of
         that agreement.

9.5      In the event that such consent or novation is required, the Seller and
         the Purchaser shall use all reasonable endeavours to obtain any
         required consent or novation as soon as reasonably practicable.

9.6      Unless and until such consent shall be forthcoming and the relevant
         agreement  shall have been assigned or novated the Seller shall remain
         liable under such  agreement as a contracting  party (and will enforce
         at the  Purchaser's  request any and all rights of the Seller  against
         the other party to the contract) but the Purchaser shall indemnify the
         Seller in respect of it and shall perform the  obligations  under such
         agreement as agent for the Seller who shall  account to the  Purchaser
         for all sums received from that agreement.

9.7      If such consent or novation is not obtained, the Seller will co-operate
         with the Purchaser in any reasonable arrangements designed to provide
         for the Purchaser all the benefits under any of the contracts,
         including enforcement of any and all rights of the Seller against the
         other party to the contract arising out of the cancellation by such
         other party or otherwise.

10.      APPORTIONMENTS

10.1     All periodical charges and outgoings attributable to the Business
         (including, but not limited to, rents, rates, gas, water, electricity,
         telephone charges, licences and fees) and all liabilities in relation
         to salaries, wages, accrued holiday pay, national insurance, pension
         contributions, PAYE and all other payments to and in respect of the
         Employees up to the Completion Date or arising in respect of a period
         prior to the Completion Date shall be borne by the Seller and as from
         the Completion Date shall be borne by the Purchaser. All rents and
         other periodical payments 


<PAGE>


         receivable in respect of the Business up to the Completion  Date shall
         belong to and be payable to the  Seller and from the  Completion  Date
         shall belong to and be payable to the Purchaser.

10.2     Accruals shall belong to the Purchaser.

10.3     Where any amounts fall to be apportioned under this Agreement the
         Seller shall provide the Purchaser with full details of the
         apportionments together with supporting vouchers or similar
         documentation within 14 days after the Completion Date. In the absence
         of dispute the appropriate payments shall be made within 10 business
         days of preparation of the list of apportionments. If the amount of any
         apportionment is in dispute that dispute shall be referred for final
         settlement to a firm of chartered accountants nominated jointly by the
         Seller and the Purchaser or failing such nomination within 14 days
         after request by either the Seller or the Purchaser nominated at the
         request of either of them by the President for the time being of the
         Institute of Chartered Accountants in England and Wales. The
         accountants shall be entitled to call for and inspect the working
         papers of the Seller's auditors and such other documents as they may
         reasonably consider necessary. In making their determination the
         accountants shall act as experts and not as arbitrators, their decision
         shall be final and binding on the parties and their fees shall be borne
         and paid by the Seller and the Purchaser in such proportions as the
         accountants determine. The amount determined shall be paid within 14
         days of the determination together with interest calculated on a daily
         basis (as well after as before judgment) from the Completion Date until
         the date of actual payment at the rate of 4 per cent per annum above
         the base rate from time to time of Barclays Bank Plc.

11.      POST COMPLETION

11.1     Immediately after Completion the Seller shall wholly discontinue
         carrying on the Business.

11.2     If after the Completion Date the Seller receives any inquiries or
         orders from any past, present or potential client of the Business or
         any other person, or any notices, correspondence or information which
         relate to the Business it shall refer that person or information to the
         Purchaser as soon as reasonably practicable.

11.3     The Seller shall preserve all books, documents and records relating to
         the Business in respect of the period prior to the Completion Date
         which it retains following Completion for a period of seven years, and
         shall permit and allow, upon being given reasonable notice and during
         business hours, the Purchaser and or its agents, accountants or other
         representatives access to, and at its own expense, to take copies of,
         such books, documents and records for any purpose in connection with or
         incidental to the Business.

11.4     To the extent that any monies are received after Completion by one
         party which belong to the other party, the recipient shall (subject to
         any provision to the contrary contained in this Agreement) hold the
         same on trust for that other party and account to that other party for
         the same within five business days of receipt.


<PAGE>


12.      WARRANTIES

12.1     The Seller represents and warrants to the Purchaser that each of the
         Warranties is true, accurate and complete in all respects and not
         misleading.

12.2     The Seller acknowledges that the Warranties were given with the
         intention of inducing the Purchaser to enter into this Agreement and
         that the Purchaser does so in reliance on the Warranties.

12.3     Each of the Warranties is a separate and independent Warranty and shall
         not be limited by reference to any other Warranty or anything in this
         Agreement.

12.4     The rights and remedies of the Purchaser in respect of any breach of
         the Warranties shall not be affected by Completion; by any
         investigation made (or which could have been made) by or on behalf of
         the Purchaser into the affairs of the Seller; by the Purchaser failing
         to exercise or delaying the exercise of any of its rights or remedies;
         or by any other event or matter whatsoever except a specific and duly
         authorised written waiver or release from the Purchaser.

12.5     Where any Warranty refers to the knowledge, information or belief of
         the Seller it undertakes that it has made full enquiry into the subject
         matter of the Warranty.

12.6     The amount of any successful claim under the Warranties or indemnities
         in Clauses 6.1, 6.2 and 7.3 or any other amount paid by the Seller to
         the Purchaser pursuant to the provisions of this Agreement shall be
         deemed to constitute a reduction in the consideration for the Sale
         Assets.

13.      WARRANTIES BY PURCHASER

         The Purchaser represents to the Seller that:

         (i)      it has the requisite power and authority to enter into and
                  perform this Agreement and perform its obligations under this
                  Agreement. The Agreement has been duly executed by the
                  Purchaser and constitutes valid and binding obligations of the
                  Purchaser.

         (ii)     the Consideration Shares, when issued in accordance with the
                  provisions of this Agreement, will be duly authorised and
                  validly issued and fully paid and non assessable and, assuming
                  the accuracy of the Warranties, will be issued in compliance
                  with Federal Securities laws.


         (iii)    all of the reports filed by DMD in connection with its
                  obligations under the Securities Exchange Act of 1934 as of
                  their respective dates complied as to form in all material
                  respects with requirements of that Act and the rules and
                  regulations promulgated by the Securities and Exchange
                  Commission thereunder and did not contain any untrue statement
                  of a material fact or omit to state a material fact required
                  to be stated therein or necessary to make the statements in
                  light of the circumstances under which they were made, not
                  misleading.


<PAGE>


14.      PURCHASER'S REMEDIES

14.1     The Seller shall fully and effectively indemnify and keep indemnified
         the Purchaser against all Losses suffered directly or indirectly by the
         Purchaser as a result of or in connection with any event, circumstance
         or state of affairs relating to the Business or Sale Assets which is
         not (whether at or after Completion) in all respects as represented and
         warranted to the Purchaser under this Agreement.

14.2     The Seller undertakes to disclose in writing to the Purchaser anything
         which is or may constitute a Warranty Claim or which is or may give
         rise to a right to indemnification under this Agreement as soon as it
         comes to their notice at any time.

14.3     If any amount payable to the Purchaser by the Seller is subject to
         Taxation, the amount to be paid to the Purchaser by the Seller shall be
         such so as to ensure that the net amount retained by the Purchaser
         after such Taxation has been taken into account is equal to the full
         amount which would be payable to the Purchaser had the amount not been
         subject to Taxation.

14.4     If any Warranty Claim or indemnification claim is made, except in the
         case of fraud or deliberate deception, the Seller agrees to release any
         claim it may have against any director or employee of the Business on
         whom it may have relied before agreeing to any terms of this Agreement.

14.5     In the event of a Warranty Claim,  without prejudice to the right
         of the  Purchaser  to  claim  damages  on any  basis  available  to it
         (including  under  Clause  15.1)  or to  any  other  right  or  remedy
         available  to it,  the  Seller  agrees to pay on demand in cash to the
         Purchaser a sum by way of damages as agreed between the Seller and the
         Purchaser or, in default of such agreement,  as determined by order of
         a court of competent jurisdiction which is the higher of:

         (a)      an amount sufficient to put the Purchaser into the position
                  which would have existed if the relevant Warranties had been
                  true and accurate or not misleading when given; and


         (b)      an amount equal to the resulting diminution in the value of
                  the Business and the Sale Assets.

15.      CONDUCT OF WARRANTY CLAIMS

15.1     In any case where the Seller is or may be liable under this Agreement
         to indemnify or compensate the Purchaser, the Purchaser shall notify
         the Seller as soon as reasonably practicable in writing of the claim or
         facts giving rise thereto or, in the reasonable opinion of the
         Purchaser, likely to give rise to such liability.

15.2     The Purchaser shall at the request of the Seller take or procure to be
         taken such action as the Seller may reasonably request to avoid,
         dispute, resist appeal, compromise or defend any claim notified to it
         by the Purchaser and any adjudication in respect thereof,
         ___________________________________________________________________


<PAGE>


         pursue against any third party in respect of the Business and the Sale
         Assets  and its right to them,  including  (without  prejudice  to the
         generality  of the  foregoing)  instructing  such  solicitors or other
         professional advisers as that Party may nominate to act in the name of
         and on behalf of the Purchaser but in accordance with the instructions
         of the Seller so that such action shall be  delegated  entirely to the
         Seller but subject to the Purchaser  being  indemnified  by the Seller
         against all costs, damages and expenses which may be thereby incurred.

15.3     Any sums recovered (including, without limitation, any damages or other
         compensation awarded or obtained in settlement and any costs awarded)
         as a result of the pursuit of any claim, whether by the Seller on the
         Purchaser's behalf or by the Purchaser in the Seller's name, shall be
         for the benefit of the Purchaser and shall be paid to the Purchaser
         forthwith upon receipt. Until such sums are paid to the Purchaser, they
         shall be held in trust for the Purchaser.

16.      NOTICES

16.1     A notice or other information required or authorised by this Agreement
         shall be in writing, may be delivered personally or sent by first-class
         prepaid post or facsimile transmission to the other party at its
         address as given in this Agreement or such other address as may have
         been notified and shall have been deemed to have been given:

         16.1.1   if personally delivered, at the time of delivery;

         16.1.2   if given by prepaid first class post, two business days after
                  posting;

         16.1.3   if sent by facsimile transmission, on the day of transmission
                  provided that a confirming copy is sent by prepaid first class
                  post within 12 hours of transmission.

16.2     Any notice sent to the Purchaser shall simultaneously be sent to the
         Purchaser's Solicitors.

17.      SUCCESSORS AND ASSIGNABILITY

17.1     This Agreement shall be binding and shall ensure for the benefit of
         each party's successors and assigns (as the case may be) but except as
         set out in Clause 17.2 shall not be assignable by any party without the
         prior written consent of the other.

17.2     The Purchaser may assign the benefit of this Agreement (including,
         without limitation, the Warranties) to any successor or subsequent
         purchaser of the Business or any of the Sale Assets.

18.      CERTIFICATE OF VALUE

         It is hereby certified that the transaction hereby effected does not
         form part of a larger transaction or of a series of transactions in
         respect of which the amount or value or the aggregate amount or value
         of the stampable consideration exceeds(pound) 60,000.


<PAGE>


19.      ANNOUNCEMENTS

         No announcement of any kind shall be made by the Seller or Mr Muller in
         respect of the subject matter of this Agreement without the prior
         written approval of the Purchaser.

20.      SURVIVAL OF CERTAIN PROVISIONS

         Insofar as any provision of this Agreement shall not have been
         performed at Completion, it shall survive and remain in full force and
         effect notwithstanding Completion.

21.      ENTIRE AGREEMENT

         This Agreement, the Schedules and the documents referred to in this
         Agreement shall constitute the entire agreement and understanding
         between the parties in relation to its subject matter. It supersedes
         any previous agreement between the parties in relation to that subject
         matter.

22.      GOVERNING LAW AND JURISDICTION

         This Agreement shall be governed by and construed in accordance with
         the laws of England and Wales. The parties irrevocably submit to the
         exclusive jurisdiction of the Courts of England in relation to any
         legal action or proceedings arising out of or in connection with this
         Agreement.

AS WITNESS the hands of the parties or their duly authorised representatives on
the day first before written.

<PAGE>


                                   SCHEDULE 1
                                   CONTRACTS

                               [DETAILS REQUIRED]


<PAGE>


                                   SCHEDULE 2
                                    EMPLOYEES

                               [DETAILS REQUIRED]


<PAGE>


                                   SCHEDULE 3
                                EXCLUDED ASSETS

-        the Stock;

-        the Book Debts;

-        the Cash Float.


<PAGE>


                                   SCHEDULE 4
                                 THE WARRANTIES

                                PART A - GENERAL


1.       INFORMATION

         INFORMATION PROVIDED BY SELLER

1.1      All information provided to the Purchaser or its advisers or
         representatives in response to any request of the Purchaser was when
         given and remains true, complete and accurate and is not misleading
         because of any omission or ambiguity or for any other reason.

1.2      The Seller has fully and accurately disclosed to the Purchaser all
         matters, information and documents which are necessary to qualify the
         statements made in this Agreement in order for such statements to be
         fair, accurate and not misleading.

1.3      So far as the Seller is aware, there are no facts or circumstances in
         relation to the Business or Sale Assets which have not been clearly and
         accurately disclosed to the Purchaser and which, if disclosed, might
         have been expected to affect the decision of the Purchaser to enter
         into this Agreement or the Consideration payable for the Sale Assets
         pursuant to Clause 3.

2.       CAPACITY

         The Seller has the requisite power and authority to enter into and
         perform this Agreement and perform its obligations under this
         Agreement. The Agreement has been duly executed by the Seller and
         constitutes valid and binding obligations of the Seller.

3.       ACCOUNTS

3.1      The Accounts have been prepared in accordance with the requirements of
         all relevant statutes and generally accepted accounting practices. The
         Accounts are true and complete in all respects and present fairly the
         financial position of the Company at the Accounts Date. They contain
         full provision or reserve for all liabilities and for all capital and
         revenue commitments of the Seller as at the Accounts Date. The profits
         and losses of the Seller shown in the Accounts were not, save as
         disclosed in the Accounts or in any note accompanying them, to any
         material extent, affected by any extraordinary, exceptional, unusual or
         non recurring income, capital gain or expenditure or by any other
         factor known to the Seller rendering any such profit or loss for such
         period exceptionally high or low.


<PAGE>


3.2      ACCOUNTING RECORDS

         The accounting records of the Seller comply with all applicable
         requirements, do not contain or reflect any material inaccuracy or
         discrepancy and present and reflect in accordance with 
         generally accepted accounting principles and standards the financial
         position of, and all transactions entered into by, the Seller or to
         which it has been a party.

4.       BUSINESS RELATIONS

         There is no actual or threatened loss of any customer or supplier of
         the Seller, the loss of which would have an adverse effect upon the
         Business.

5.       REGULATORY MATTERS

5.1      LICENCES

         All licences, permissions, authorisations and consents (collectively
         "LICENCES") required or useful for carrying on the Business effectively
         in the place and in the manner in which the Business is now carried on
         have been obtained and the Licences are, and will following Completion,
         remain in full force and effect and there is no reason why the Licences
         will not be capable of being transferred to the Buyer without the
         necessity for any special arrangement or expense.

6.       ASSETS

6.1      OWNERSHIP

         (a)      All the rights and assets necessary to carry on the Business
                  as presently conducted are comprised in the Sale Assets and
                  the Seller does not own any assets which form part of the Sale
                  Assets which are not used in connection with the Business.

         (b)      All of the Sale Assets are the absolute property of the Seller
                  and are not the subject of any security interest or any
                  assignment, charge, lien, royalty, option, right of
                  pre-emption, factoring agreement, leasing agreement, hiring
                  agreement, hire purchase agreement, agreement for payment on
                  deferred terms or any similar agreement or arrangement and all
                  the Sale Assets are in the possession or under the control of
                  the Seller.

         (c)      None of the Sale Assets are affected by any of the following
                  matters:

                  (i)      any dispute, notice, complaint, covenant, reservation
                           or restriction or condition which affects the use of
                           such Sale Asset;

                  (ii)     any notice, order or demand issued by or on behalf of
                           any public authority requiring the discontinuance of
                           use of any Sale Asset or the carrying out of any
                           works on any such Sale Asset;


<PAGE>


                  and no act or omission has occurred or is likely to occur
                  which will or is likely to result in any Sale Asset becoming
                  affected by any such matter;

         (d)      All the Moveable Plant and Machinery:

                  (i)      are in proper state of repair and satisfactory
                           working order;

                  (ii)     have been regularly and properly maintained in
                           accordance with standards generally followed in the
                           industry and in accordance with the requirements of
                           any lease;

                  (iii)    are adequate for the requirements of the Business as
                           conducted at the date of this Agreement and during
                           the 12 months before;

                  (iv)     would not be expected (if the sale of the Business
                           did not take place) to require replacement or
                           additions at a cost in excess of (pound)1,000 within
                           a period of six months after the Completion Date.

         (e)      All documents which in any way affect the right, title or
                  interest of the Seller in or to any of the Sale Assets and
                  which attract Stamp Duty or any other similar Tax have been
                  fully stamped with the requisite period for stamping.

6.2      INSURANCES

         (a)      The Seller has made available to the Purchaser all details of
                  the insurances maintained by or on behalf of the Business and
                  relating to the Sale Assets. The insurances are in full force
                  and effect and there are no circumstances resulting from any
                  act or omission of the Seller which might lead to any
                  liability under such insurance being avoided by the insurers
                  or the premiums being increased.

         (b)      No claim is outstanding under any such policy of insurance and
                  there are no circumstances resulting from any act or omission
                  of the Seller likely to give rise to such a claim.

7.       PRODUCT LIABILITY

         In relation to the Business, the Seller has not manufactured, sold or
         provided any product or service which does not in every respect comply
         with all applicable laws, regulations or standards or which is
         defective or dangerous or not in accordance with any representation or
         Warranty, express or implied, given in respect of it.

8.       CONTRACTUAL MATTERS

8.1      MATERIAL CONTRACTS

         (a)      The Contracts listed in Schedule 1 are all the current
                  contracts and engagements whether written or oral relating to
                  the Business (excluding contracts with employees).


<PAGE>


         (b)      There is not outstanding any agreement or arrangement relating
                  to the Business:

                  (i)      which, by virtue of the acquisition of the Business
                           and Sale Assets by the Purchaser or other performance
                           of the terms of this Agreement, will result in any
                           party to that Contract being relieved of any
                           obligation or becoming entitled to exercise any right
                           (including any right of termination or any right of
                           preemption or other option) or being in default under
                           any such Contract or losing any benefit, right or
                           licence which it currently enjoys; or

                  (ii)     which involves or is likely to involve obligations or
                           restrictions of an unusual or exceptional nature;

                  (iii)    which is any other agreement or arrangement having or
                           likely to have a material effect on the financial or
                           trading position or prospects of the Business.

         (c)      None of the Contracts contain a notification of change of
                  ownership clause.

         (d)      Compliance with the terms of this Agreement does not and will
                  not materially conflict with, result in a material breach of
                  or constitute a material default under any of the terms,
                  conditions or provisions of any agreement or instrument to
                  which the Seller is now a party relating to the Business. 

8.2      DEFAULTS

         No party to any of the contracts is in default under it and there are
         no circumstances which might give rise to such a default, there are no
         circumstances (including, for the avoidance of doubt, acquisition of
         the Business and Sale Assets pursuant to the terms of this Agreement)
         likely to give rise to such a default.

9.       LITIGATION

         (a)      The Seller is not a plaintiff or defendant in or otherwise a
                  party to any litigation, arbitration or administrative
                  proceedings which are in progress or, so far as the Seller is
                  aware, threatened or pending by or against or concerning the
                  Business or any of the Sale Assets.

         (b)      No governmental or official investigations or inquiry
                  concerning the Business is in progress or pending. There are
                  no circumstances which may give rise to any such proceeding,
                  investigation or inquiry.

         (c)      The Seller has not nor any of the officers, agents or
                  employees of the Business (during the course of their duties
                  in relation to the Business) has committed or omitted to do
                  any act or thing the commission or omission of which is or
                  could be in contravention of any act, order, regulation or the
                  like giving rise to any fine, penalty, default proceedings or
                  other liability in relation to the Business or any of the Sale
                  Assets.


<PAGE>


10.      CUSTOMERS

         The Business Records contain a complete and accurate list of each of
         the customers of the Business during the three years ending on the date
         of this Agreement. The Seller has taken all commercially reasonable
         steps to maintain the confidentiality of the customer list.

11.      EMPLOYEES

11.1     A list of all Employees is set out in Schedule 2.

11.2     AGREEMENTS

         There is not in existence any written or unwritten contact of
         employment with any employee (or any contract for services with any
         person) providing either for basic remuneration of more than
         (pound)20,000 per annum or for a fixed term of service longer than one
         year.

11.3     COMPLIANCE

         All statutes, regulations, codes of conduct, collective agreements,
         terms and conditions of employment, orders and awards relevant to the
         conditions of service of employees or relations with employees (or
         former employees, as the case may be) or any recognised trade union
         have been complied with.

11.4     INCENTIVE SCHEME

         There is not any share incentive scheme, share option scheme or profit
         sharing, bonus, commission or other such incentive scheme for all or
         any of the employees.

11.5     PAYMENTS ON TERMINATION

         Except to the extent (if any) to which provision or allowances has been
         made in the Accounts since the Accounts Date:

         (a)      no outstanding liability has been incurred for breach of any
                  contract of employment or for services or redundancy payments,
                  protective awards, compensation for wrongful dismissal or
                  unfair dismissal or for failure to comply with any order for
                  the reinstatement or re-engagement of any employee of the
                  Business or for any other liability accruing from the
                  termination of any contract of employment or for services;

         (b)      no gratuitous payment has been made or benefit given (or
                  promised to be made or given) in connection with the actual or
                  proposed termination or suspension of employment or variation
                  of any contract of employment of any present or former
                  employee relating to the Business;


<PAGE>


         (c)      the PAYE system or other applicable deduction system in
                  respect of employee Taxation has been properly operated by the
                  Seller deducting taxation as required by law and accounting to
                  the Inland Revenue for all tax so deducted;

         (d)      all payments made by the Seller to any person which ought to
                  have been made under deduction of taxation have been so made
                  and the Seller has (where required) accounted to the proper
                  authority for the taxation so deducted;

         (e)      the Seller has paid all national insurance and graduated
                  pension contributions for which it is liable and has kept
                  proper books and records relating to the same.

12.      INTELLECTUAL PROPERTY RIGHTS

12.1     All Intellectual Property Rights and licences in respect of such rights
         relating to or used in connection with the Business (the "BUSINESS
         INTELLECTUAL PROPERTY") are legally and beneficially owned by the
         Seller and no payments are required in connection with any such
         licences.

12.2     There have been no material claims, proceedings or actions and there
         are no proceedings or actions pending impugning the validity or
         enforceability of the Business Intellectual Property and there is no
         reason why the Business Intellectual Property cannot be fully
         exploited.

12.3     There have been and there are no infringements of any of the Business
         Intellectual Property and none is threatened.

12.4     After Completion the Purchaser will be entitled to use all the
         Intellectual Property Rights used by the Seller prior to Completion.

13.      PENSIONS

13.1     There are no agreements or arrangements (whether legally enforceable or
         not) for the payment of any pensions, allowances, lump sums or other
         like benefits on retirement or on death or during periods of sickness
         or disablement for the benefit of any of the Employees or any former
         employees in the Business or for the benefit of dependants of such
         persons in operation at the date of this Agreement.

14.      BOOKS AND RECORDS

         All the books and records of the Seller which will be delivered to the
         Purchaser on Completion (including all records and invoices required
         for VAT purposes):

         (a)      have been fully, properly and accurately kept and completed;

         (b)      do not contain any material inaccuracies;


<PAGE>


         (c)      give a true and fair view of the financial, contractual and
                  trading position of the Business, its assets, liabilities,
                  debtors, creditors and stock in trade and all other matters
                  which would normally be expected to appear in them.

15.      ENVIRONMENTAL MATTERS

15.1     The Business is being conducted and all assets owned or used by or
         otherwise in possession of the Seller in accordance with all applicable
         Environmental Laws and the Seller has never received any notification
         under any Environmental Law requiring it to take or omit to take any
         action.

15.2     The Seller has never been threatened with any investigation or enquiry
         by any organisation, or received any compliant in connection with the
         environment.

15.3     The Seller is not aware of any circumstance which may require
         expenditure, whether by the Purchaser or otherwise, on cleaning up any
         land now or formerly owned or occupied by the Seller or used in
         relation to the Business.

16.      THE LICENCE

         [AWAIT COPY OF LICENCE]

17.      CONSIDERATION SHARES AND SECURITIES ACT ISSUES

17.1     The Seller was outside of the United States at both the time the offer
         of the Consideration Shares was received and at the time this Agreement
         was entered into.

17.2     The Seller is acquiring the Consideration Shares for investment
         purposes or for the purpose of selling and distributing the
         Consideration Shares to third party purchasers outside of the United
         States in a manner that qualifies for an exemption from registration of
         such shares under Section 5 of the Securities Act pursuant to
         Regulation S under the Security Act. The Seller is not acquiring the
         Consideration Shares for the purpose of sale or distribution of the
         Consideration Shares in the United Sates or in a manner that does not
         comply with the requirements of Regulation S. The Seller acknowledges
         that the Consideration Shares to be acquired by the Seller pursuant to
         this Agreement are not registered under the Securities Act and cannot
         be sold or otherwise disposed of except in compliance with the
         Securities Act or in reliance upon an exemption from the Securities
         Act. The Seller acknowledges that the certificate(s) representing the
         Consideration Shares shall bear a legend in substantially the
         following form:

                  "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
                  REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND
                  MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, ASSIGNED,
                  HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN
                  EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, REGULATIONS OR
                  AN EXEMPTION FROM REGISTRATION AND OTHERWISE IN ACCORDANCE
                  WITH THE TERMS OF AN



<PAGE>


                  AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL UNDERSIGNED OF
                  THE SECURITIES,  A COPY OF WHICH IS ON FILE AT THE PRINCIPAL
                  EXECUTIVE OFFICE OF THE ISSUER."


<PAGE>


                                   SCHEDULE 4

                               PART B -- TAXATIOn

1.       No Tax authority has agreed to operate any special arrangement (being
         an arrangement which is not based on a strict and detailed application
         of the relevant legislation or on generally published statements of
         practice or generally published extra-statutory concessions) in
         relation to the Sale Assets or the Business.

2.       All documents relating to the Sale Assets or the Business in respect of
         which stamp duty (or any Tax of a like nature) is chargeable have been
         duly and properly stamped.

3.       None of the Sale Assets are such that they are, have been or could be
         subject to the capital goods scheme (or any scheme of a like nature)
         under VATA.

4.       The Seller is a registered and taxable person for the purposes of the
         VATA. The terms of all legislation, regulations, orders, provisions,
         directions, conditions and notices relating to VAT arising in respect
         of the Business have been complied with and observed in all material
         respects. All accounts, records, invoices and other documents (as the
         case may be) appropriate or requisite for the purposes of VAT arising
         in respect of the Business have been maintained and obtained and are
         complete, correct and up-to-date.

5.       No payments or returns or notifications under the legislation,
         regulations, orders, provisions, directions, conditions or notices
         relating to VAT in respect of the Business are, nor have in the two
         years prior to Completion been in arrears and there is not, nor has
         there been in the two years prior to Completion, any forfeiture or
         penalty or interest or surcharge or the operation of any penalty,
         interest or surcharge provisions contained in the same in respect of
         the Business.

6.       The Seller has not elected to waive exemption for VAT purposes, and is
         not aware of any election to waive exemption made by any other person,
         in respect of any land or buildings comprised in the Business.

7.       None of the Sale Assets agreed to be sold under this Agreement are the
         subject of any security in favour of any competent Tax authority
         entitled to collect VAT.

8.       [The PAYE system has been properly operated and all income tax and
         national insurance contributions as required from all payments to or
         treated as made to Employees and all Taxation has been punctually
         accounted for to the Inland Revenue and the Department of Social
         Security for all Taxation deducted. All returns required by section 203
         ICTA 1988 (pay as you earn), the Social Security Contributions and
         Benefits Act 1992, the Social Security Administration Act 1992 and the
         Pension Schemes Act 1993 (national insurance contributions) and
         regulations made thereunder have been made and are accurate and
         complete in all respects. All such books and records relating to PAYE
         and to national insurance contributions as are required to be
         maintained and retained have been maintained and retained.]


<PAGE>


9.       No officer or employee of the Seller who is engaged in the Business
         participates in any share option or profit sharing schemes or is a
         beneficiary of any qualifying employee share ownership trust.

10.      All sums payable and benefits provided under the existing arrangements
         for remunerating officers and employees and rewarding persons rendering
         services to the Seller in respect of the Business are deductible for
         Tax purposes.

11.      None of the Sale Assets agreed to be sold under this Agreement are
         subject to any distraint, charge, power of sale or mortgage in favour
         of any competent Tax authority nor are there any circumstances which
         may give rise to the same.


<PAGE>


                                   SCHEDULE 5
                         APPORTIONMENT OF CONSIDERATION

                          [DETAILS TO BE INSERTED WHEN
              LIST OF ASSETS TO BE TRANSFERRED HAS BEEN FINALISED]


<PAGE>


SIGNED by                        )
for and on behalf of DMD GMBH    )      /S/
in the presence of:              )




SIGNED by                        )
RALF MULLER                      )      /S/
in the presence of:              )




SIGNED by                        )
for and on behalf of             )
DMDS LIMITED                     )      /S/
in the presence of:              )