DATED 1 MARCH 1999





                        MIDAS (UNITED KINGDOM) LIMITED

                                     AND

                                  FADI NAHAB

                                     AND

                                 DMDS LIMITED









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          AGREEMENT FOR THE SALE OF THE SELLER'S BUSINESS AND ASSETS
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                                HARBOTTLE & LEWIS
                                 HANOVER HOUSE
                               14 HANOVER SQUARE
                                 LONDON W1R 0BE





                              h85/249321/18351v1



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                                    INDEX

NO.                                                                         PAGE

1.  Definitions                                                                1

2.  Agreement For Sale and Purchase                                            5

3.  Consideration                                                              6

4.  Completion                                                                 7

5.  Value Added Tax                                                            8

6.  Liabilities                                                                8

7.  Employees                                                                  8

8.  Insurance                                                                  9

9.  Contracts and Third Party Consents                                         9

10. Apportionments                                                            10

11. Post Completion                                                           11

12. Warranties by Seller and Mr Nahab                                         11

13. Warranties by Purchaser                                                   12

14. Purchaser's Remedies                                                      12

15. Conduct of Warranty Claims                                                13

16. Notices                                                                   14

17. Successors and Assignability                                              14

18. Certificate of Value                                                      14

19. Announcements                                                             14

20. Survival of Certain Provisions                                            14

21. Entire Agreement                                                          15

22. Governing Law and Jurisdiction                                            15

SCHEDULE 1        Employees                                                   16

SCHEDULE 2        Excluded Assets                                             17

SCHEDULE 3        The Warranties                                              18





<PAGE>


THIS AGREEMENT is made 1 March 1999

BETWEEN:

(1)  MIDAS (UNITED KINGDOM) LIMITED (registered number 3166228) which has its
     registered office at 112 New Dover Road, Canterbury, Kent CT1 3EH ("THE
     SELLER");

(2)  FADI NAHAB also of 112 New Dover Road, Canterbury, Kent CT1 3EH ("MR
     NAHAB"); 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 Nahab is the majority shareholder of 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"               

22 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

<PAGE>


Business;

"BUSINESS" 

the business carried on by the Seller at the 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
enquiries 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" 

5000 shares of common stock of DMD;

"CONTRACTS" 

the contracts and other legally enforceable engagements or arrangements of the
Seller in relation to the Business in existence on the Completion Date;

"DMD" 

Dental/Medical Diagnostic Systems, Inc.;

"EMPLOYEES" 

the persons employed at the Completion Date in


<PAGE>


connection with the Business as listed in Schedule l (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 2 (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;

"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; "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;

"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;


<PAGE>


"MOVABLE 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;

"PURCHASER'S SOLICITORS"

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

"SALE ASSETS" 

the property, assets and rights of the Business to be purchased by 
the Purchaser listed in sub-Clauses 2.1.1 to 2.1.7;

"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 Nahab 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 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 3 and
"WARRANTY"


<PAGE>


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;

"VATA" 

the VAT Act 1994 and any order, regulation instrument or other subordinate
instrument under it;

"VAT RECORDS" 

the records of the Business required to be kept by paragraph 6 of Schedule 11 to
VATA;

"1981 REGULATIONS" 

the Transfer of Undertakings (Protection of Employment) Regulations 1981 (as
amended).


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.

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;


<PAGE>


      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. 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 US$37,500 to be satisfied
      by the issue to the Seller of the Consideration Shares.

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 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 3.2 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.

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


<PAGE>


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 Business Records;

      4.2.2. all Business Information;

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

      4.2.4. the original documents in the possession or control of the Seller
             in respect of the Contracts; and

      4.2.5. 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.

4.3.  On Completion Mr Nahab shall deliver to the Purchaser's Solicitors the
      Service Agreement duly executed by Mr Nahab.

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 Nahab 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.


<PAGE>


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 for the purposes of Section 49 VATA and
      Article 5 of the VAT (Special Provisions) Order 1992, 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  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 


<PAGE>


originally made between each Employee and the Purchaser in accordance with the
1981 Regulations.

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.

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 9.1, 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.

<PAGE>


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 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


<PAGE>


      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 enquiries 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.

12.   WARRANTIES

12.1. The Seller and Mr Nahab jointly and severally represent and warrant to the
      Purchaser that each of the Warranties is true, accurate and complete in
      all respects and not misleading.

12.2. The Seller and Mr Nahab acknowledge 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.


<PAGE>


12.5. Where any Warranty refers to the knowledge, information or belief of the
      Seller and Mr Nahab they each undertake that they have 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 roles 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.

14.   PURCHASER'S REMEDIES

14.1. The Seller and Mr Nahab 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 and Mr Nahab jointly and severally undertake 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 or Mr Nahab is
      subject to Taxation, the amount to be paid to the Purchaser by the Seller
      or Mr Nahab shall be


<PAGE>


      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, each of the Seller and Mr Nahab 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 if (including under
      Clause 14.1) or to any other right or remedy available to it, the Seller
      and Mr Nahab (as appropriate) agree to pay on demand in cash to the
      Purchaser a sum by way of damages as agreed between the Seller or Mr Nahab
      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 tree 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 or Mr Nahab is or may be liable under this
      Agreement to indemnify or compensate the Purchaser, the Purchaser shall
      notify the Seller or Mr Nahab 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 or Mr Nahab 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, and to pursue
      on that Party's behalf, in the Purchaser's name, any claim that it wishes
      to 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 or Mr Nahab (as appropriate) so that such action shall be delegated
      entirely to the Seller or Mr Nahab but subject to the Purchaser being
      indemnified by the Seller or Mr Nahab 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 or Mr Nahab on
      the Purchaser's behalf or by the Purchaser in the Seller's or Mr Nahab's
      name, shall be for the benefit of the


<PAGE>


      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.

19.   ANNOUNCEMENTS

      No announcement of any kind shall be made by the Seller or Mr Nahab 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.


<PAGE>


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 and Wales 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

                                  EMPLOYEES

Fadi Nahab

Ros Nahab

Brian White



<PAGE>


                                  SCHEDULE 2

                               EXCLUDED ASSETS

-      the Stock;

-      the Book Debts;

-      the Cash Float.



<PAGE>


                                  SCHEDULE 3

                                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 the requirements of
      Sections 221 and 222 of the Companies Act 1985, 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.

3.3   EVENTS SINCE THE ACCOUNTS DATE

      Since the Accounts Date there has been no material change in:

     (i)  the financial or trading position or prospects of the Business;

     (ii) the value or state of assets or amount or nature of liabilities as
          compared with the position disclosed in the Accounts; or

     (iii) in the turnover, direct or indirect expenses or the margin of
           profitability of the Business as compared with the position disclosed
           for the equivalent period of the last financial year.

      The Seller has since the Accounts Date carried on the Business in the
      ordinary course and without interruption, so as to maintain it as a going
      concern and paid its creditors in the ordinary course and within the
      credit periods agreed with such creditors.

      Since the Accounts Date no supplier of the Business has ceased or
      restricted supplies or threatened so to do, there has been no loss or
      material curtailment of the Business with any customer which at any time
      in the preceding financial year represented one percent or more of the
      turnover of the Business and the Seller is not aware of any circumstances
      likely to give rise to any of the above.

      Since the Accounts Date, in relation to the Business the Seller has not:

     (a)  incurred or permitted to incur:

          (i)  material capital expenditure; or

          (ii) any liability whether actual or contingent except for full value
               or in the ordinary course of business;

     (b)  agreed or required to agree:

          (i)  any asset for a consideration higher than its market value at the
               time of acquisition or otherwise than in the ordinary course of
               business; or

          (ii) any business or substantial part of it or any share or shares in
               an body corporate; or


<PAGE>


     (c)  disposed of or agreed to dispose of, any of its assets except in the
          ordinary course of business and for full value.

4.    DEBT POSITION

4.1   DEBTS OWED TO THE BUSINESS

      There are no debts owing to the Business other than trade debts incurred
      in the normal and usual course of business.

4.2   DEBTS OWED BY THE BUSINESS

     (a)  The Business does not have outstanding any borrowing or indebtedness
          in the nature of borrowing, forward sale or purchase agreement or
          conditional sale agreement or other transactions having the commercial
          effect of a borrowing;

     (b)  There has not been received by the Business any notice to repay under
          any agreement relating to any borrowing or indebtedness which is
          repayable on demand.

     (c)  There are no trade debts which have been incurred by the Business
          including advance payments other than the Liabilities.

5.    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.

6.    REGULATORY MATTERS

6.1   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.

7.    ASSETS

7.1   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
          docs not own any assets which form part of the Sale Assets which are
          not used in connection with the Business.


<PAGE>


     (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;

          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 have been fully stamped with the requisite period for stamping.

7.2   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.


<PAGE>


     (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.

8.    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.

9.    CONTRACTUAL MATTERS

9.1   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).

     (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
               pre-emption 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.

9.2   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


<PAGE>


      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.

10.   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.

11.   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.

12.   EMPLOYEES

12.1  A list of all Employees is set out in Schedule 1.

12.2  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.

12.3  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.


<PAGE>


12.4  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.

12.5  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;

     (c)  the PAYE system 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.

13.   INTELLECTUAL PROPERTY RIGHTS

13.1      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.

13.2      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.

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


<PAGE>


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

14.   PENSIONS

      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.

15.   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;

     (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.

16.   ENVIRONMENTAL MATTERS

16.1  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.

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

16.3  Neither the Seller nor Mr Nahab is 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.

17.   CONSIDERATION OF SHARES AND SECURITIES ACT ISSUES

17.1  Both the Seller and Mr Nahab were 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  Each of the Seller and Mr Nahab is acquiring the Consideration Shares for
      investment purposes or for the purpose of selling and distributing the
      Consideration Shares to


<PAGE>


      exemption from registration of such shares under Section 5 of the
      Securities Act pursuant to Regulation S under the Security Act. Neither
      the Seller nor Mr Nahab is acquiring the Consideration Shares for the
      purpose of sale or distribution of the Consideration Shares in the United
      States or in a manner that does not comply with the requirements of
      Regulation S. Each of the Seller and Mr Nahab acknowledges that the
      Consideration Shares to be acquired by them 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. Each of the Seller and Mr Nahab
      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
            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 3

                               PART B--TAXATIOn

1.    No taxation 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 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 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 HM Customs & Excise under paragraph
      of Schedule 11 VATA or section 157 of the Customs and Excise Management
      Act 1979.

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


<PAGE>


      records relating to PAYE and to national insurance contributions as are
      required to be maintained and retained have been maintained and retained.

9.    No officer or employee of the Seller who is engaged in the Business
      participates in any scheme approved under Schedule 9 ICTA 1988 (approved
      share option and profit sharing schemes) or is a beneficiary of a
      qualifying employee share ownership trust as defined in Schedule 5 Finance
      Act 1989 (employee share ownership trusts).

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 the
      purposes of section 74 or 75 1CTA 1988 (deductions).

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 the
      Inland Revenue for the purposes of inheritance tax nor are there any
      circumstances which may give rise to the same.


<PAGE>



SIGNED by                            )
for and on behalf of MIDAS (UNITED   )
KINGDOM) LIMITED                     )       /S/
in the presence of:                  )





SIGNED by                            )
FADI NAHAB                           )       /S/
in the presence of:                  )




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