DATED    28 January 2000


(1)      AUTHORISZOR INC.



(2)      THE PERSONS NAMED IN THE FIRST SCHEDULE



(3)      BEESON GREGORY LIMITED

PLACING AGREEMENT relating to shares of common stock par value US$0.01 per share
in AUTHORISZOR INC.

TITMUSS SAINER DECHERT

2 Serjeants' Inn
London EC4Y 1LT

Date:    28.1.2000
Ref:     C353/062581

<PAGE>

INDEX

Clause                                                       Page number

               Recitals                                           1
1.             Definitions and interpretation                     2
2.             Conditions                                         8
3.             Agency                                             9
4.             Placing                                            10
5.             The Option                                         11
6.             Allotment                                          12
7.             Commissions and expenses                           13
8.             Warranties                                         14
9.             Indemnities                                        15
10.            Appointment of financial adviser                   20
11.            Further agreements of the Company                  20
12.            Termination                                        24
13.            Remedies and enforcement                           24
14.            Further agreements regarding the Placing           25
15.            Whole agreement                                    27
16.            Time of the essence                                28
17.            Notices                                            28
18.            Governing Law                                      29

Schedules

1.             The Directors                                      32
2.             Warranties                                         33
3.             Documents to be delivered                          53
4.             Terms and conditions of the Option                 52

Appendices

A.             Selling restrictions for offers and
               sales outside the USA                              54
B              Business Plan

<PAGE>

THIS AGREEMENT is made 28 January, 2000

BETWEEN:

(1)  AUTHORISZOR  INC. a company  incorporated  and  registered  in the State of
     Delaware,  USA  and  whose  registered  office  is at 1209  Orange  Street,
     Wilmington, Delaware 19801 USA ("Company");


(2)  THE SEVERAL  PERSONS  whose names and  addresses  are set out in the second
     schedule (each a "Director" and together the "Directors"); and

(3)  BEESON  GREGORY  LIMITED a company  registered  in  England  and Wales with
     number 2316630 and whose registered  office is at The Registry,  Royal Mint
     Court, London EC3N 4EY ("Beeson Gregory").
RECITALS

(1)  The Company  was  originally  registered  as a Colorado  corporation  on 30
     January 1989 under the name Starlight Acquisitions Inc. On 10 May 1996, the
     Company  acquired  Toucan Mining  Limited,  the holding company of a mining
     group  operating in South America.  On 29 July 1996, the Company was merged
     into a newly formed  holding  company,  which was  registered as a Delaware
     corporation  on 22 July  1996  under  the  name  Toucan  Gold  Corporation.
     Effective as of 15 July 1999, Toucan Mining Limited sold its only operating
     subsidiary  to Minmet  plc in  consideration  for the  issue of Minmet  plc
     shares,  the grant of  certain  warrants  over  Minmet plc shares and other
     consideration. On 27 January 2000, the Company sold the whole of the issued
     share  capital of Toucan Mining plc  (formerly  Toucan  Mining  Limited) to
     Golden  Ridge  Group  Limited  for an  aggregate  consideration  comprising
     (pound)500,000.

(2)  On 22 July 1999, the Company acquired the whole of the issued share capital
     ITIS  Technologies  Limited,  whose  business  comprised  the  basis of the
     Group's  current  business.  On 25 August 1999, the name of the Company was
     changed to Authoriszor Inc. and the name of ITIS  Technologies  Limited was
     changed to Authoriszor Limited.

(3)  On 12 January  2000,  the Company's  newly formed wholly owned  subsidiary,
     Authoriszor  Holdings  Limited,  acquired  the  whole of the  issued  share
     capital of Authoriszor Limited on the same date.

(4)  On 27 January 2000,  Authoriszor  Holdings  Limited agreed to subscribe for
     25.1 per cent.  of the issued share  capital of WRDC Limited with an option
     to acquire the balance of its issued share capital on the terms and subject
     to the conditions of the Acquisition  Agreement.  The Acquisition Agreement
     is  conditional  upon the  Placing  and is not  otherwise  capable of being
     terminated  by the  parties  to it  (other  than  by  Authoriszor  Holdings
     Limited).
                                         1

<PAGE>

(5)  The Company has agreed to issue 1,850,000  Shares to Placees who are not US
     Persons (as  defined in  Regulation  S)  procured by Beeson  Gregory at the
     Placing Price and to issue the  Investment  Memorandum to such Placees (and
     to other  potential  or proposed  placees  identified  by Beeson  Gregory).
     Beeson  Gregory  has  conditionally  agreed to procure  such  Placees.  The
     Company  shall  apply the  proceeds  of the  Placing  as  described  in the
     Investment  Memorandum  and (except  with the prior  approval in writing of
     Beeson Gregory) substantially in accordance with the Business Plan.

(6)  At the date of this  agreement the Company has an authorised  share capital
     of 30,000,000 shares of common stock, par value US$0.01 each, and 2,000,000
     shares of preferred  stock,  par value  US$0.01  each, of which o shares of
     common stock are in issue and,  save for the  outstanding  warrants  over o
     shares of common stock and the outstanding  options over o shares of common
     stock disclosed in the Information  Memorandum,  has not granted or created
     or agreed to grant or create any  options or  warrants  or other  rights in
     respect  of any part of its  unissued  share  capital  (save for the Option
     referred to in clause 5 of this agreement).

1.   DEFINITIONS AND INTERPRETATION

     In this agreement (including the schedules hereto):

1.1  the  following  expressions  shall,  except  where  the  context  otherwise
     requires, have the meanings set out below:

              "Accountants"   means  Grant  Thornton  of  St.  Johns Centre, 110
              Albion Street, Leeds, West Yorkshire LS2 8LA

              "Accounts Date" means 30 June 1999;

              "Acquisition" means the subscription for shares in WRDC Limited by
              Authoriszor   Holdings   Limited   pursuant  to  the   Acquisition
              Agreement;

              "Acquisition  Agreement"  means an agreement dated 21 January 2000
              between (1) Authoriszor  Holdings Limited (2) WRDC Limited (3) the
              shareholders  of WRDC Limited and (4) the Company  relating to the
              subscription  by Authoriszor  Holdings  Limited for shares in WRDC
              Limited;

              "Affiliate"  means in relation to a specified person a person who,
              directly  or  indirectly  through  one  or  more   intermediaries,
              controls or is controlled by or is under common  control with, the
              person specified;

              "Agreed  Form"  means,  in  relation  to any  document,  in a form
              previously  agreed and signed or initialled by or on behalf of the
              Company and Beeson Gregory for the purposes of identification;

              "Allotment Date" means the date of allotment of the Placing Shares
              which is currently expected to be 18 February 2000;

                                                        2

<PAGE>

              "Audited Accounts" means the audited  consolidated  balance sheets
              of the  Group  for the  year  ended on the  Accounts  Date and the
              audited  consolidated  profit and loss  accounts  and audited cash
              flow  statements of the Group for the  financial  periods ended on
              the Accounts Date  (including all related notes and directors' and
              auditors' reports);

              "Beeson Gregory's  UK  Lawyers"  means Titmuss Sainer Dechert of 2
               Serjeants' Inn, London EC4Y 1LT;

              "Board" means the board of directors of the Company;

              "Business  Day" means a day,  other than a Saturday or Sunday,  on
              which banks are open for ordinary business in London;

              "Business  Plan" means the Company's  business plan as at the date
              of this agreement,  a copy of which  initialled by the Company and
              Beeson Gregory is attached as appendix "B";

              "Companies Act" means the UK Companies Act 1985 as amended;

              "Company's UK Lawyers"  means Hammond Suddards of 2 Park Lane,
              Leeds LS3 1ES;


              "Company's US Lawyers" means Jenkens and Gilchrest, l.p.c., of
              1445 Ross Avenue, Suite 3200, Dallas Texas 75202;

              "Condition Date" means the first date on which any of the events
              referred to in clause 2.4 occurs;

              "Conditions" the conditions set out in clause 2.1; and "Condition"
              shall mean any one of them or, where so specified,  any particular
              one of them;

              "control" means the possession,  direct or indirect,  of the power
              to direct or cause the direction of the management and policies of
              a person,  whether through the ownership of voting securities,  by
              contract, or otherwise;

              "Engagement  Letter" means the engagement letter dated 14 December
              1999 between Beeson Gregory and the Company;

              "Engagement Term" has the meaning given to that expression in
              clause 10.3;

              "Exchange Act" means the US Securities Exchange Act of 1934, as
              amended;

              "FSA" means the UK Financial Services Act 1986;

              "Group" means the Company and its Subsidiaries;

                                                         3

<PAGE>

              "Group Company" means the Company or any of its Subsidiaries;

              "Indemnified   Persons"   means  Beeson   Gregory  and  its  group
              undertakings and the respective  directors,  officers,  agents and
              employees of Beeson  Gregory and its group  undertakings  and each
              person  who   controls   Beeson   Gregory  or  any  of  its  group
              undertakings;   and  in  this  definition  the  expression  "group
              undertaking"  shall have the meaning set out in section  259(5) of
              the Companies Act;

              "Information  Memorandum"  means the information  memorandum to be
              dated the same date as this  agreement  prepared by Beeson Gregory
              in connection with the Placing;

              "Intellectual   Property"  includes  (i)  patents,   trade  marks,
              registered  designs,   database  rights,   domain  names  and  any
              applications  for  any  of  the  foregoing,  and  (ii)  copyright,
              know-how,  design rights and analogous rights,  trade and business
              names, rights in confidential information,  in each case howsoever
              arising  and  including  any  right  or  interest  in  any  of the
              foregoing;

              "Legal Due Diligence  Questionnaire" means the legal due diligence
              questionnaire  prepared  by Beeson  Gregory's  UK Lawyers  and all
              supplemental written questions sent to the Company or its advisers
              by Beeson Gregory's advisers;

              "Listed Countries" means Belgium, France, Italy, Switzerland and
              the United Kingdom;

              "Lock-up  Agreements"  means the lock-up  agreements in the Agreed
              Form  entered  into by the Company and Beeson  Gregory  with those
              directors   of  the  Company  who  are   directly  or   indirectly
              beneficially   interested  in  Shares  as  at  the  date  of  this
              agreement;

              "Management  Accounts"  means the unaudited  consolidated  monthly
              balance sheets of the Group for the period from 30 June 1999 to 31
              December 1999;

              "NASD" the North American Association of Securities Dealers;

              "Nasdaq NMS" means the NASD Automated Quotation National Market
              System based in the USA;

              "Option" has the meaning given to that expression in clause 5.1;

              "Option Shares" has the meaning given to that expression in clause
              5.1;

              "Placees"  means  the  institutional  and other  investors  in the
              Listed  Countries  selected by Beeson Gregory as  subscribers  for
              Placing Shares under the Placing;

              "Placing"  means the  placing  by Beeson  Gregory on behalf of the
              Company of the Placing  Shares  with  Placees on the terms of this
              agreement and the Placing Documents;

                                                   4

<PAGE>

              "Placing  Date"  means the date on which the  Placing  takes place
              which is  expected to be on or about 16  February  2000;  "Placing
              Documents"  means the Information  Memorandum,  the Placing Letter
              and the Press Announcement;

              "Placing letter" means the letter from Beeson Gregory to each of
              the Placees;

              "Press Announcement" means the press announcement in the Agreed
              Form relating to the Placing and the Acquisition;

              "Placing  Price" means the price per Placing Share notified to the
              Company  (after  consultation  therewith) by Beeson  Gregory on or
              before  the  Placing  Date  which  shall  be such  price as may be
              reasonably  determined by Beeson Gregory based upon the indicative
              price  range and the  other  criteria  set out in the  Information
              Memorandum;

              "Placing Shares"  means  the 1,850,000 unissued Shares  subject to
              the Placing;

              "Properties" means the properties identified as being owned or
              occupied by the Group in the Information Memorandum;

              "Registration  Rights  Agreement"  means the  registration  rights
              agreement  in respect of the Placing  Agreement in the Agreed Form
              to be entered into by the Company pursuant to this agreement;

              "Regulation S" means Regulation S (17 C.F.R. 230.901 through 905,
              inclusive) promulgated by the SEC under the Securities Act;

              "Regulations" means the UK Public Offers of Securities Regulations
              1995, as amended;

              "SEC" means the US Securities and Exchange Commission;

              "Securities Act" means the US Securities Act of 1933, as amended;

              "Shares" means shares of common stock,  par value US$0.01 each, in
              the Company,  whether in issue as at the date of this agreement or
              to be issued as Placing Shares under the Placing;

             "Stock Plan" has the same meaning as in the Information Memorandum;

              "Subsidiaries"  means the Subsidiary  Undertakings  of the Company
              referred to in the Information Memorandum;  and "Subsidiary" shall
              mean any of them;

                                                       5

<PAGE>

              "Subsidiary  Undertakings"  means any "subsidiary  undertaking" of
              the Company  from time to time  (within the meaning  given to that
              expression  by  section  258  of  the  Companies   Act);  and  the
              expression "Subsidiary Undertaking" means any one or more of them;

              "Tax" "Taxes" or "Taxation" has the meaning given to those
              expressions in warranty 7.1;

              "Termination Date" has the meaning given to that expression in
              clause 12.4;

              "UK" means the United Kingdom of Great Britain and Northern
              Ireland;

              "UK Legal  Comfort  Letter" means a letter dated as at the date of
              this agreement  from the Company's UK Lawyers  addressed to Beeson
              Gregory and the Company in the Agreed Form;

              "US" or "USA" means the United States of America;

              "US Legal  Comfort  Letter" means a letter dated as at the date of
              this agreement  from the Company's UK Lawyers  addressed to Beeson
              Gregory and the Company in the Agreed Form;

              "US GAAP" means generally accepted accounting principles and
              practices in the USA;

              "Verification  Notes" means the  verification  notes in the Agreed
              Form  dated  28  January  2000  in  relation  to  the  information
              contained in the Information Memorandum;

              "Warranties" means the  warranties contained in clause 8 and in
              the second schedule; and

              "Warrantors" the Company and the Directors.

1.2  words and expressions  defined in the Information  Memorandum bear the same
     meanings in this agreement unless otherwise defined in this agreement;

1.3  any reference to any recital,  clause or schedule (other than to a schedule
     to a  statutory  provision)  is a  reference  to a  recital,  clause  of or
     schedule to this  agreement and the recitals and schedules form part of and
     are deemed to be incorporated in this agreement;

1.4  any reference to a statute or statutory  provision  includes a reference to
     that  provision as amended,  re-enacted or replaced and any  regulations or
     orders made under such  provisions  from time to time,  in each case before
     the date of this agreement;

1.5  any  reference to persons  includes a reference to firms,  corporations  or
     unincorporated associations;

                                                6

<PAGE>

1.6  any  reference to the singular  includes a reference to the plural and vice
     versa and any  reference  to any gender  includes a reference to each other
     gender;

1.7  any agreement, warranty, representation, indemnity, covenant or undertaking
     on the part of two or more persons shall, save where expressly  provided to
     the  contrary,  be deemed to be given or made by such  persons  jointly and
     severally;

1.8  if any  statement  is  qualified  by the  expression  "to  the  best of the
     knowledge,  information  and  belief"  of any  person,  or  "so  far as the
     Warrantors  are  aware"  or by  any  similar  expression  or  otherwise  by
     reference to a person's knowledge or awareness,  that expression shall mean
     the awareness of that person having made due and careful enquiry;

1.9  words and expressions defined in the Companies Act bear the same respective
     meanings in this agreement;

1.10 headings and titles are used for ease of  reference  only and do not affect
     the interpretation of this agreement;

1.11 reference to a certified copy of a document being a certified copy shall be
     a reference to a copy of such document certified by any Director as being a
     true and complete copy of the original; and

1.12 any reference to "material" means material in the context of the Group as a
     whole or the Placing or  material to any  subscriber  for or  purchaser  of
     Placing Shares.

2.   CONDITIONS

2.1  Subject  as  provided  under  clause  12, the  obligations  of the  parties
     hereunder (other than the obligations of the Warrantors under this clause 2
     and of the  Company  under  clauses  7,  10,  13,  15,  16,  17 and 18) are
     conditional on the following matters being fulfilled:

2.1.1 the  publication  of  the  Press   Announcement  in  accordance  with  the
      requirements of NASD;

2.1.2 the Company having  complied  with all filing  requirements  of the SEC in
      respect of the Placing and the Acquisition;

2.1.3 all board and shareholder approvals of the Placing having been obtained by
      the Company on or before the date of the Information Memorandum;

2.1.4 the notice and filing requirements  in the Listed  Countries  having  been
      complied with on or before the date of the Information Memorandum;

2.1.5 the obligations of Beeson Gregory not having been  terminated  pursuant to
      clause 12;

                                                        7

<PAGE>

2.1.6 the fulfilment  by the Company of its  obligations  under  clauses 6.2 and
      6.3;

2.1.7 the Warranties being true, complete and accurate in all material  respects
      on  the  date  hereof  and  on every day up to and including the Allotment
      Date;

2.1.8 book  building  with  proposed  Placees in respect  of the Placing  Shares
      having been completed to the  satisfaction  of Beeson Gregory which Beeson
      Gregory shall confirm to the Company prior to the Placing Date;

2.1.9 Beeson  Gregory  having  received  opinions of the  Company's  US  Lawyers
      confirming compliance  of the Placing with  Regulation S and US securities
      law and all relevant US regulations all in a form  satisfactory  to Beeson
      Gregory on or before the Placing Date;

2.1.10 all the documents  listed in the third schedule  having been delivered to
       Beeson  Gregory on or before the date of this agreement  (or on or before
      such later date as specified in the third schedule);

2.1.11 the Acquisition  having become  unconditional  in all respects (save only
      for any  condition  relating  to receipt by the Company of proceeds of the
      Placing); and

2.1.12 new stock  certificates  in respect of the Placing Shares being delivered
       to Beeson Gregory on or before 29 February 2000; and

       provided  that Beeson Gregory may agree in writing to extend the date for
       fulfilment  of  any  Condition  to  a later date (not being later than 10
       March 2000).

2.2  Any  Condition  may be waived in whole or in part by Beeson  Gregory in its
     absolute discretion by notice in writing to the Company.

2.3  The Company  undertakes to Beeson Gregory to use all reasonable  endeavours
     at the Company's own expense to fulfil or procure the  satisfaction  of the
     Conditions by the times and dates specified in clause 2.1.

2.4  Subject to the provisions of clause 11, if any Condition  becomes incapable
     of being  satisfied (and such Condition is not waived by Beeson Gregory) or
     if any Condition is not satisfied in accordance  with clause 2.1 (or waived
     by Beeson Gregory in accordance  with clause 2.7),  this  agreement  (other
     than the  obligations  of the  Warrantors  under this  clause 2.4 and under
     clauses 7, 10,  13,  15, 16, 17 and 18 shall have no further  effect and in
     such event (and without prejudice to the terms of the Engagement Letter) no
     party to this agreement shall have any claim  whatsoever  against any other
     party to this  agreement  except in relation to any  breaches  prior to the
     relevant  date,  except that the Company shall  forthwith pay (or indemnify
     Beeson  Gregory to the extent that the same have been,  or that it has been
     agreed that the same shall be, incurred by Beeson Gregory against) the sums
     set out in clause 7.2.

                                       8

<PAGE>

2.5  The Company shall deliver or procure the delivery to Beeson  Gregory of the
     documents  listed  in the  third  schedule  on or  before  the date of this
     agreement  (or on or  before  such  later  date as  specified  in the third
     schedule).

3.   AGENCY

3.1  Beeson   Gregory  shall  be  entitled  to  offer  the  Placing  Shares  for
     subscription  or sale or to invite  offers to subscribe for or purchase the
     Placing  Shares  upon  the  terms  and  conditions  set out in the  Placing
     Documents.

3.2  The Company irrevocably and unconditionally  appoints Beeson Gregory as its
     agent for the  purposes  of the Placing and  procuring  subscribers  for or
     purchasers of the Placing Shares on the terms and subject to the conditions
     of this agreement and the Placing Documents. The Company confirms that this
     appointment  confers on Beeson Gregory all powers and authorities on behalf
     of the Company  which are  necessary  for or  reasonably  incidental to the
     purpose for which it has been  appointed  as agent and agrees to ratify and
     confirm  everything  which Beeson Gregory shall lawfully do in the exercise
     of such powers and authorities.

4.   PLACING

4.1  Beeson  Gregory  agrees with the Company  that it shall use its  reasonable
     endeavours  to procure  subscribers  for the Placing  Shares at the Placing
     Price on the terms of the  Placing  Documents.  To the extent  that  Beeson
     Gregory fails to procure  subscribers for the Placing Shares at the Placing
     price under the  Placing,  it shall  itself  subscribe  as principal at the
     Placing Price for such Placing  Shares as are not subscribed at the Placing
     Price by Placees under the Placing.

4.2  In full  discharge of its  obligations  under this clause 4, Beeson Gregory
     will not  later  than 3 pm on 25  February  1999  pay to the  bank  account
     previously  notified  in  writing  by the  Company  to  Beeson  Gregory  in
     immediately  available  funds the aggregate  Placing Price of those Placing
     Shares,  in respect of which either the Placing  Price has been received by
     Beeson Gregory from Placees (together with any interest received  thereon),
     or which Beeson  Gregory has agreed  pursuant to this clause 5 to subscribe
     as principal,  after deducting the commission of Beeson Gregory referred to
     in clause 7.1, such of the amounts as are referred to in clause 7.2 as have
     been or which it has been agreed are to be  incurred  by Beeson  Gregory in
     each case together with any VAT thereon.

4.3  Beeson  Gregory  agrees  with the Company  that it will not offer,  sell or
     deliver any Placing Shares as part of its distribution under the Placing or
     otherwise,  until one year after the later of (i) the time when the Placing
     Shares are first  offered to persons  other than  distributors  in reliance
     upon  Regulation S or (ii) the date of closing of the  Placing,  within the
     United  States or to, or for the  account  or  benefit  of, a US Person (as
     defined  in the  Securities  Act) and that it will not  engage  in  hedging
     transactions in the Shares, in each case except in compliance with

                                         9

<PAGE>

     the  Securities  Act.  Beeson Gregory also agrees that it will send to each
     distributor,  dealer or other person receiving a selling commission, fee or
     other  remuneration  from Beeson Gregory in connection  with the Placing to
     which it sells  Placing  Shares a  confirmation  to the  following  effect:
     "Prior to investing in the Placing Shares or conducting any transactions in
     the Placing Shares,  investors are advised to consult professional advisers
     regarding the above restrictions on transfer."

4.4  Beeson  Gregory agrees that it will only place Placing Shares in the Listed
     Countries  and will use all  reasonable  endeavours  to  ensure  that  such
     placing will be in accordance with the laws of those jurisdictions.

5.   OPTION

5.1  The Company grants to Beeson  Gregory an option  ("Option") to subscribe or
     procure the  subscription for 92,500 Shares (apart from the Placing Shares)
     ("Option Shares").

5.2  The  Option may be  exercised  by Beeson  Gregory by written  notice to the
     Company at any time  beginning on the date of this  agreement  and ending 2
     years following the date of this agreement.

5.3  The Option may be exercised  in whole or on one or more  occasion in parts.
     Exercise  notices  shall  state the  number of Option  Shares in respect of
     which the Option is being  exercised  and shall  designate the closing date
     for the  delivery  to Beeson  Gregory  or as it may  direct of such  Option
     Shares which shall be as set out in clause 6.5.  Such closing date shall be
     not less than 3 Business Days  following the date of the relevant  exercise
     notice.

5.4  Any option  notice may only be given on a Business  Day and if given  later
     than 5 pm on any  Business  Day shall be  deemed to have been  given on the
     next Business Day.

5.5  The price of the Option Shares shall be the Placing Price.

5.6  In full  discharge of its  obligations  under this clause 5, Beeson Gregory
     will not later than 3 pm on the  Business Day  following  the date on which
     any Option  Shares are issued by the Company  pursuant to clause 5.3 pay to
     the bank  account  previously  notified in writing by the Company to Beeson
     Gregory in immediately  available funds the aggregate Placing Price of such
     Option Shares.

6.   ALLOTMENT AND SALE

6.1  Subject  to the terms  and  conditions  of the  Placing  Documents,  Beeson
     Gregory shall  determine  all matters in respect of the Placing,  including
     (without limitation):

                         10

<PAGE>

6.1.1 the identity of the Placees  provided  that Beeson Gregory  shall  consult
     with the Company in relation thereto; and

6.1.2 the allocation of the Placing Shares amongst such Placees.

6.2  The  Company  irrevocably  undertakes  to Beeson  Gregory to allot  Placing
     Shares to Placees under the Placing (or to Beeson  Gregory as  appropriate)
     with full title  guarantee free from all liens,  charges and  encumbrances,
     equities and other third party rights of any nature whatsoever and on terms
     that they shall be fully paid and rank pari passu in all respects  with the
     existing  Shares  including  the right to receive all  dividends  and other
     distributions,  the record  date in respect of the  payment of which  shall
     occur on or after the date of the Information Memorandum.

6.3  If not so duly held and convened prior to execution of this agreement, upon
     execution of this  agreement the  Directors  shall convene a meeting of the
     Board for the purpose of considering  and passing  resolutions to allot the
     Placing  Shares to  Placees  under the  Placing  (or to Beeson  Gregory  as
     appropriate)  in accordance  with clauses 6.1 and 6.2 and approve the issue
     in compliance with Regulation S of new stock  certificates to and the entry
     in the Company's register of such persons as allottees.

6.4  The Company shall or shall  procure that its transfer  agents shall deliver
     the relevant stock  certificates in compliance with Regulation S in respect
     of the Placing Shares to Placees in accordance  with clauses 6.1 and 6.2 on
     or before 29 February 2000.

6.5  On each occasion on which Beeson  Gregory  exercises the Option the Company
     shall or shall procure that its transfer  agents shall deliver the relevant
     stock  certificates  in  favour of Beeson  Gregory  or as it may  direct in
     respect of those Option  Shares in respect of which the Option is exercised
     to  Beeson  Gregory  by 12 noon  within  3  Business  Days of the  date the
     relevant date of exercise.

                                  11


<PAGE>



6.6  In order to facilitate the  performance  of the  obligations of the Company
     contained  in  clauses  6.2 to 6.4  inclusive,  Beeson  Gregory  shall,  if
     reasonably required by the Company,  provide the Company with a schedule of
     the Placees subscribing for Placing Shares and the number of Placing Shares
     for which each of them are subscribing.

6.7  Beeson Gregory shall be entitled to retain any interest  earned on the sums
     to be paid to the  Company  referred  to in this clause 6 in respect of the
     period from and including the receipt of such sums by Beeson  Gregory until
     and including the dates for payment of such sums to the Company.

7.   COMMISSIONS AND EXPENSES

7.1  Beeson  Gregory's  fee  in  respect  of its  services  to  the  Company  in
     connection with the Placing shall comprise a commission equal to 5 per cent
     of an amount equal to the Placing Price  multiplied by the aggregate number
     of  Placing  Shares  plus,  to the  extent  that  any  value  added  tax is
     chargeable on such commission,  any value added tax thereon. Beeson Gregory
     shall be entitled to deduct such fee from the  proceeds of the issue of the
     Placing Shares received by it. Beeson Gregory's fee shall also comprise the
     Option.

7.2  The Company shall pay (whether or not this agreement becomes  unconditional
     pursuant to clause 2 or is terminated by Beeson Gregory  pursuant to clause
     12) all costs and expenses of whatever nature  properly  incurred by Beeson
     Gregory in connection with the Placing including,  without limitation,  all
     reasonable  out of  pocket  expenses,  travel  and hotel  costs,  all costs
     associated with the road show and marketing,  the reasonable legal fees and
     expenses of Beeson  Gregory's UK Lawyers,  Beeson  Gregory's US Lawyers and
     the lawyers  responsible  for the Foreign Lawyers  Letters,  the accounting
     fees and expenses of Grant  Thornton,  printing and postage  costs,  public
     relations  costs and all the  other  costs and  expenses  arising  from the
     Placing  (together with all value added tax properly  charged on such costs
     and  expenses).  Beeson  Gregory  shall be entitled to deduct such fees and
     expenses from the proceeds of the issue of the Placing  Shares  received by
     it.

7.3  Where any sum payable  under this  agreement is subject to value added tax,
     such sum  will be paid  together  with  the  relevant  amount  of  properly
     chargeable value added tax.

7.4  In the event of any inconsistency  between this clause 7 and the Engagement
     Letter, the terms of this clause shall prevail.

8.   WARRANTIES

8.1  Each of the Warrantors jointly and severally warrants and represents to and
     undertakes  with Beeson  Gregory that each of the Warranties set out in the
     second schedule is now true complete and accurate and will be true complete
     and accurate in all material respects on each

                                   12

<PAGE>

     day between the date of this  agreement up to and  including  the Allotment
     Date as if  repeated  on each such day with  reference  to the facts  which
     shall then exist.

8.2  Each of the Warrantors shall procure that (save only as may be necessary to
     give  effect to this  agreement)  neither  it nor any  company in the Group
     shall do,  allow or procure any act or omission  which would  constitute  a
     material  breach  of any of the  Warranties  upon  the  repetition  of such
     Warranties  from  and  including  the  date  of  this  agreement  up to and
     including the Allotment Date.

8.3  Each Warrantor undertakes to notify Beeson Gregory in writing upon becoming
     aware of any facts or circumstances  which constitute or would be likely to
     constitute  a  material  breach of any  Warranty  or which make or would be
     likely to make  inaccurate  or  misleading  any  Warranty  in any  material
     respect.

8.4  If the  Option  is  exercised  after  the  Allotment  Date  each  Warrantor
     undertakes to notify  Beeson  Gregory in writing  ("Notification")  if that
     Warrantor  is  or  becomes  aware  of  any  facts  or  circumstances  which
     constitute  or might be  likely  to  constitute  a  material  breach of any
     Warranty or which make or would be likely to make  inaccurate or misleading
     any Warranty in any material  respect as if such  Warranty were repeated on
     the date of exercise.

8.5  In this clause 8 and the second schedule,  references to the Company shall,
     except  where  the  context  otherwise  requires,   be  deemed  to  include
     additional  and  separate   references  also  to  each  of  the  Subsidiary
     Undertakings whether or not it was a Subsidiary Undertaking at the relevant
     time.

8.6  The  maximum  liability  of each  Director  under  the  Warranties  and the
     indemnities  under  clause  9.1 shall be an amount  equal to the  number of
     Shares held by such  Director at the date of this  agreement  (assuming all
     warrants  and options held by such  Director  have been  exercised  and all
     Shares the subject  thereof  have been  issued)  multiplied  by the Placing
     Price.  The Warranties in respect of a breach of Warranty of which he could
     not reasonably have been aware, having made due and careful inquiry.

8.7  A Director  shall,  at his  option,  be  entitled to satisfy any claim made
     against him under the Warranties by  transferring  such number of shares to
     Beeson  Gergory (or as Beeson  Gregory may direct) as shall,  at the NASDAQ
     quoted price of the shares at the date of the claim,  be equal to the value
     of the claim.

9.   INDEMNITIES

9.1  To the extent  permitted  by law the  Company and each  Director  agrees to
     indemnify and hold harmless  Beeson  Gregory (for itself and as trustee for
     each of the other  Indemnified  Persons) against all liabilities,  demands,
     claims,  actions  proceedings  or judgments  made,  brought or  established
     against  any  losses,   claims,  costs,  charges  and  expenses  (including
     reasonable legal fees and proper expenses) which the Indemnified  Person as
     a result of or arising out of or in connection with:

9.1.1 the issue or despatch of the Placing Documents (or any of them);

9.1.2 the allotment, issue and sale or re-sale of the Placing Shares;


                          13

<PAGE>

9.1.3 any breach or  alleged  breach of any of the  Warranties  or of any of the
     other provisions of this agreement;

9.1.4the Placing Documents not containing,  or being alleged not to contain, all
     information  material in the context of the  Placing,  whether  required by
     statute or not, or any  statement  therein  being,  or being alleged to be,
     untrue, incorrect or misleading in any material respect;

9.1.5 any  breach  or  alleged   breach  of  the  laws  or  regulations  of  any
     jurisdiction  resulting  from the  issue  or  distribution  of the  Placing
     Documents or the offer or the  allotment,  issue and sale or re-sale of the
     Placing Shares or the entering into or completion of this agreement;

9.1.6 the performance  by Beeson  Gregory  of its  services  to the  Company  in
     connection with the Placing or the  preparation and  distribution of any of
     the Placing Documents;

9.1.7 any  failure  or  alleged  failure  by the  Company  or any of its agents,
     employees,  officers or  professional  advisers (other than the Indemnified
     Persons) to comply with any relevant  statutory or regulatory  requirements
     in relation to the Placing;

9.1.8 any allegation  that Beeson  Gregory failed to comply with its obligations
     pursuant to the any statutory or regulatory requirements in relation to the
     Placing;

9.1.9 any of the transactions contemplated by this agreement.

9.2  The indemnities contained in clause 9.1:

9.2.1 shall not extend to any  actions,  liabilities, demands,  losses,  claims,
     costs,  charges  and  expenses  to the extent that arise as a result of (i)
     negligence or wilful default on the part of Beeson Gregory or (ii) a breach
     by  Beeson  Gregory  of its  duties  under  the FSA or any  other  relevant
     regulatory requirement or (iii) a material breach by Beeson Gregory of this
     agreement; and

9.2.2shall not apply to the  extent  prohibited  by law.  9.3 No claim  shall be
     made against any of the Indemnified  Persons by any party to this agreement
     (other  than by Beeson  Gregory) to recover  any  damage,  cost,  charge or
     expense which the Company, any Subsidiary Undertaking, the Directors or any
     subscriber  for or purchaser of Placing  Shares  pursuant to the Placing or
     any  subsequent  purchaser  or  transferee  thereof  may suffer or incur by
     reason of or arising out of any underwriting and the placing of the Placing
     Shares,  the allotment,  issue and sale or re-sale of the Placing Shares or
     the publication or despatch of the Placing Documents,  unless and except to
     the extent that such damage,  cost, charge or expense arises as a result of
     (i)  negligence or wilful  default on the part of Beeson  Gregory or (ii) a
     breach by Beeson  Gregory of its duties under the FSA or any other relevant
     regulatory requirement or (iii) a material breach by Beeson Gregory of this
     agreement.

                       14

<PAGE>

9.4  Should any amount paid or payable under clause 9.1 to Beeson Gregory or any
     of the other Indemnified Persons  ("Recipient") be itself subject to tax in
     the hands of such Recipient or be required by law to be paid by the Company
     or any of the Directors under any deduction or withholding,  the Company or
     the relevant  Director (as the case may be) will pay to such Recipient such
     sum as will  after  any such  tax,  deduction  or  withholding  leave  such
     Recipient with the same amount as he would have received if no such tax had
     been payable and no deduction or withholding had been made.

9.5  Beeson Gregory enters into this clause 9 for itself and as trustee for each
     Indemnified Person on the following basis:

9.5.1 only Beeson  Gregory may decide  whether or not to enforce an  Indemnified
     Person's  right  under the  trust  (and  only it may  decide  the terms and
     conditions  of  that   enforcement)   and  investigate  a  matter  or  give
     information to an Indemnified Person, in connection with the trust;

9.5.2 notwithstanding  the trust,  Beeson Gregory  may enter into an  agreement,
     arrangement or transaction with a person  (including,  without  limitation,
     the  Company)  and may deal with his or its  rights  under  this  agreement
     without  regard to an  Indemnified  Person's  interest and is not liable to
     account  to  an  Indemnified  Person  for  any  benefit  realised  by  that
     agreement, arrangement, transaction or dealing; and

9.5.3 Beeson  Gregory  is  not liable to another  Indemnified  Person for any of
      its acts or omissions as trustee.

9.6  Beeson  Gregory  agrees to inform  the  Company on behalf of itself and the
     Directors  as soon as  practicable  about any claim  brought or  threatened
     against any Indemnified  Person of which it becomes aware and in respect of
     which Beeson  Gregory or any other  Indemnified  Person may seek  indemnity
     under this clause 9 and in connection therewith shall:

9.6.1consult  with  the  Company  in  relation  to  all  significant   decisions
     concerning  any such  claim and  shall  have due  regard to any  reasonable
     request of the Company relating thereto; and

9.6.2 provide the Company with such  information  relating  thereto and which it
      may reasonably request;

     except, in any such case,  insofar as, in the reasonable  opinion of Beeson
     Gregory (having consulted with its insurers),  to do so would prejudice its
     own insurance  arrangements in respect of any matter to which this clause 9
     applies.

9.7  If Beeson  Gregory makes a claim against any of the Directors for breach of
     any of the Warranties or under the indemnity  contained in clause 9.1, none
     of the  Directors  shall have or pursue any claim or third party  action to
     join in, claim against, seek a contribution from or otherwise claim or seek
     damages or compensation from the Company or any Subsidiary

                                   15

<PAGE>

     Undertaking  or any  associated  company  of the  Company  or any of  their
     respective directors (other than the Directors),  officers or employees and
     the  Directors  confirm to Beeson  Gregory  that no member of the Group has
     entered into any agreement or  arrangement  concerning the liability of the
     Directors or any of them for any breach of the Warranties or in relation to
     any other covenant, term or condition set out in this agreement.

9.8  The parties to this  agreement  (other than Beeson  Gregory) agree with and
     acknowledge  to Beeson  Gregory that neither  Beeson Gregory nor any of its
     officers,  directors,  employees,  agents  or  advisers  are  or  shall  be
     responsible  to such  other  parties  for  verifying  the  accuracy  and/or
     fairness of any  information  in any of the Placing  Documents or any other
     documents  otherwise published or caused to be published in connection with
     the Placing.

9.9  The Company agrees:

9.9.1 to indemnify and hold harmless  Beeson  Gregory,  its directors, officers,
     employees and agents and each person who controls Beeson Gregory within the
     meaning of either the  Securities  Act or the  Exchange Act against any and
     all losses, claims, damages or liabilities, joint or several, to which they
     or any of them may become  subject under the  Securities  Act, the Exchange
     Act or other US Federal or state statutory law or regulation, at common law
     or otherwise,  insofar as such losses,  claims,  damages or liabilities (or
     actions  in  respect  thereof)  arise out of or are based  upon any  untrue
     statement or alleged  untrue  statement of a material fact contained in the
     Information  Memorandum (or in any supplement or amendment  thereto) or any
     information provided by the Company to any holder or prospective subscriber
     for or  purchaser  of Shares,  or in any  amendment  thereof or  supplement
     thereto, or arise out of or are based upon the omission or alleged omission
     to state therein a material fact required to be stated therein or necessary
     to make the statements  therein,  in the light of the  circumstances  under
     which they were made, not misleading; and

9.9.2 to reimburse each such  indemnified party,  as incurred,  for any legal or
     other expenses reasonably incurred by them in connection with investigating
     or defending any such loss, claim, damage, liability or action.

9.10 The Company will not be liable under clause 9.9 to the extent that any such
     loss,  claim,  damage or liability  arises out of or is based upon any such
     untrue  statement or omission or alleged  omission made in the  Information
     Memorandum,  or in any amendment thereof or supplement thereto, in reliance
     upon and in conformity with written information furnished to the Company by
     or on behalf of Beeson  Gregory or to the extent  that such  damage,  cost,
     charge or expense arises as a result of (i) negligence or wilful default on
     the part of Beeson Gregory or (ii) a breach by Beeson Gregory of its duties
     under  the FSA or any  other  relevant  regulatory  requirement  or (iii) a
     material breach by Beeson Gregory of this agreement.

9.11 The indemnity in clause 9.9 will be in addition to any liability  which the
     Company may otherwise  have and in the event that it is  unavailable  to or
     insufficient to hold harmless an
                                        16

<PAGE>

     Indemnified  Person for any reason,  the Company agree to contribute to the
     aggregate losses, claims, damages and liabilities (including legal or other
     expenses  reasonably incurred in connection with investigating or defending
     them)  (collectively  "Losses") to which  Beeson  Gregory may be subject in
     such proportion as is appropriate to reflect the relative benefits received
     by the Company on the one hand and by the Beeson  Gregory on the other from
     the  offering  of the Placing  Shares.  If the  allocation  provided by the
     immediately  preceding  sentence is unavailable for any reason, the Company
     shall  contribute in such  proportion as is appropriate to reflect not only
     such  relative  benefits  but also the  relative  fault of the  Company  in
     connection  with the statements or omissions which resulted in such Losses,
     as well as any other relevant equitable  considerations.  Benefits received
     by the Company  shall be deemed to be equal to the total net proceeds  from
     the Placing  received by it, and benefits  received by Beeson Gregory shall
     be deemed  to be equal to the total  fees and  commissions  referred  to in
     clause 8.  Relative  fault shall be determined by reference to, among other
     things,  whether any untrue or any alleged  untrue  statement of a material
     fact or the omission or alleged  omission to state a material  fact relates
     to information provided by the Company on the one hand or Beeson Gregory on
     the other, the intent of the parties and their relative  knowledge,  access
     to information and opportunity to correct or prevent such untrue  statement
     or omission. The Company and Beeson Gregory agree that it would not be just
     and equitable if contribution were determined by pro rata allocation or any
     other method of  allocation  which does not take  account of the  equitable
     considerations referred to above.

9.12 Notwithstanding  the provisions of clauses 9.9 and 9.2, no person guilty of
     fraudulent  misrepresentation  (within the meaning of Section  11(f) of the
     Securities Act) shall be entitled to  contribution  from any person who was
     not guilty of such fraudulent misrepresentation.

10.  APPOINTMENT OF FINANCIAL ADVISER

10.1 The Company  hereby  appoints  Beeson  Gregory as its  exclusive  financial
     adviser,  such  appointment  to be  subject to 3 months  written  notice of
     termination by either party.

10.2 The Company will pay to Beeson Gregory an annual fee of (pound)25,000  plus
     VAT (if any) and reasonable  disbursements  payable quarterly in advance in
     respect of the services  which  Beeson  Gregory  normally  provides as a UK
     financial  adviser,  the first payment being due on the Issue Date.  Beeson
     Gregory  shall not be obliged to  undertake  any specific  assignments  and
     shall be  entitled  to agree a separate  fee with the Company in respect of
     them.

10.3 For so long as Beeson  Gregory  continues  to be engaged by the  Company as
     financial advisor ("Engagement Term"), the Company will consult with Beeson
     Gregory before  undertaking  any action which would require the issue of an
     announcement  or circular or which would  require  shareholder  approval or
     which is material in the  context of the  Placing and would  require  board
     approval or which would involve the issue of new  securities or which would
     require notice to any regulatory body.

                                          17

<PAGE>

10.4 In relation to the appointment of Beeson Gregory as financial adviser,  the
     standard  terms and  conditions  of business of Beeson  Gregory for time to
     time  shall  apply,  except  where  the  terms of this  agreement  and such
     standard terms.

10.5 Except  to  the  extent  specifically  excluded  by  this  agreement,   the
     Engagement  Letter  shall  remain in force and continue to bind the Company
     and Beeson Gregory.

11.  FURTHER AGREEMENTS OF THE COMPANY

11.1 The Company agrees with Beeson Gregory as follows:

11.1.1 that it will not issue any  amendment or  supplement  to the  Information
     Memorandum of which Beeson Gregory shall not  previously  have been advised
     and approved and  furnished  with a copy or to which Beeson  Gregory  shall
     have reasonably  objected in writing or which is not in compliance with any
     applicable law or regulation;

11.1.2 that it will promptly  notify Beeson Gregory in the event of, at any time
     within the period of 90 days  following  the date of this  agreement or, if
     longer,  during the Engagement Period, the receipt by the Company of notice
     of the  initiation or threatening of any proceeding for such purpose or any
     request,  inquiry  or  order  issued,  given or sent by  Nasdaq  or the SEC
     relating to the Company, any of its Subsidiary Undertakings or any of their
     respective officers, directors, employees, shareholders or affiliates.

11.1.3 that the  Company  will  make  every  commercially  reasonable  effort to
     prevent the issue of such any such order as is referred to in clause 11.1.2
     and, if such an order shall at any time be issued, to obtain the withdrawal
     thereof at the earliest possible moment;

11.1.4 that Beeson  Gregory is authorised to use the  Information  Memorandum as
     from time to time amended or  supplemented  in connection  with the sale of
     the Placing Shares;

11.1.5 that,  during the Engagement  Period,  the Company will furnish to Beeson
     Gregory  3  copies  of  all  periodic  and  special  reports  furnished  to
     shareholders of the Company and of all  information,  documents and reports
     filed with the SEC and/or Nasdaq;

11.1.6 that,  without the prior written consent of Beeson  Gregory,  the Company
     will not, directly or indirectly,  issue,  sell,  offer,  contract to sell,
     pledge,  grant any option to subscribe or purchase or otherwise dispose of,
     or publicly announce any intention to issue, sell, offer, contract to sell,
     pledge,  grant any option to subscribe or purchase or otherwise dispose, of
     any  shares  or  any  securities   convertible   into  or  exchangeable  or
     exercisable for or any rights to subscribe or purchase or acquire Shares or
     other equity securities or enter into any material transaction for a period
     of 10 Business  Days  following  the Placing Date without the prior written
     consent of Beeson Gregory,  such consent not to be unreasonably withheld or
     delayed;

                                       18

<PAGE>

11.1.7 that the Company's US Lawyers have  explained to each of the directors of
     the  Company  the  nature of their  responsibilities  and  obligations  as,
     respectively,  directors of a US public  company and directors of a company
     whose securities have been admitted to trading on Nasdaq;

11.1.8 that the net proceeds from the sale of the Placing Shares will be applied
     as set  out in the  Information  Memorandum  and  (except  with  the  prior
     approval in writing of Beeson Gregory) substantially in accordance with the
     Business Plan.

11.1.9 that it has not taken  and will not take,  directly  or  indirectly,  any
     action which is designed to stabilise or manipulate,  or which  constitutes
     or which might  reasonably be expected to cause or result in  stabilisation
     or manipulation  of, the price of any security of the Company in connection
     with the Placing;

11.1.10 to do all such acts as may be  required  to vest the  Placing  Shares in
     Placees (or Beeson Gregory as appropriate)  and the Option Shares in Beeson
     Gregory or as it may direct in accordance with the provisions of clause 6;

11.1.11 that it will not create any pre-emption right, lien, charge, encumbrance
     or other adverse interest over any Placing Shares or Option Shares;

11.1.12 that the Placing  Shares and the Option  Shares  will,  as from the date
     when they are issued and are fully paid up, rank pari passu in all respects
     with, and be identical to, the existing Shares then in issue;

11.1.13 that it will  register any transfer of Placing  Shares or Option  Shares
     within 10 Business Days of receipt and will despatch share  certificates in
     compliance with Regulation S without delay;

11.1.14 that it will notify Beeson  Gregory  without delay of: (i) any major new
     developments in its sphere of activity which are not public knowledge which
     may by  virtue  of the  effect  of those  developments  on its  assets  and
     liabilities or financial  position or on the general course of its business
     lead to a  substantial  movement in the price of the Shares in each case in
     so far as it is aware of such matters and (ii) any change in the  financial
     condition  of the Company or in the  performance  of its business or in the
     Company's expectation of its performance,  the knowledge of which change is
     likely to lead to a substantial movement in the price of the Shares; and

11.1.15 that it will supply Beeson  Gregory on a timely basis with copies of all
     its filings with Nasdaq and the SEC.

11.2 The Company  undertakes  to Beeson  Gregory  that  between the date of this
     agreement and the date falling 90 days  thereafter or, if this agreement is
     terminated prior the Placing Date, 30 days after such termination, it shall
     not without the prior written consent of Beeson Gregory, such

                                19

<PAGE>

     consent  not to be  unreasonably  withheld  enter into or procure or permit
     itself or any Subsidiary  Undertaking to enter into any transaction or take
     any action which would require shareholder approval.

11.3 Save as expressly  required  under this  agreement or by applicable  law or
     regulation,  the Company  shall not, and the Company  shall procure that no
     Subsidiary  Undertaking  shall,  make or despatch any public  announcement,
     statement  or  communication  concerning  the  Company  or  any  Subsidiary
     Undertaking  or any  Affiliate in connection  with the Placing  (whether in
     response to enquiries or otherwise)  between the date of this agreement and
     the date falling 90 days  thereafter  or, if longer,  during the Engagement
     Term or, if this agreement is terminated prior to the Placing Date, 30 days
     after such termination, without the prior written consent of Beeson Gregory
     (not to be unreasonably withheld or delayed).

11.4 The Company  undertakes to Beeson  Gregory that it will at all times during
     the Engagement Term as soon as practicable:

11.4.1 notify Beeson  Gregory in advance of, and discuss with Beeson Gregory the
     content,  timing  and manner of, any  announcement  of  profits,  losses or
     dividends in respect of any financial period of the Company or part of such
     period or any other announcement concerning the financial position, affairs
     or prospects of the Company or the Group and (to the extent  practicable in
     the circumstances)  discuss with Beeson Gregory any other information which
     is likely  materially  to affect  the  general  character  or nature of the
     business of the Group; and

11.4.2 forward to Beeson  Gregory for perusal and discussion as to the timing of
     despatch  and content of all proofs of all  documents to be sent to holders
     of the Company's shares  including,  without prejudice to the generality of
     the  foregoing,  notices  of  meetings,  forms of proxy and the  directors'
     report  and annual  accounts,  and all  documents  relating  to  takeovers,
     mergers,  reorganisations  or  other  schemes  (including  employee  profit
     sharing schemes or share option schemes) and all press  announcements which
     it is required to issue (other than trade  announcements which are not of a
     price-sensitive nature).

11.5 The Company shall take all  reasonable  steps to procure that  employees of
     the Company and the Subsidiary  Undertakings and the advisers to and agents
     of the Company and the Subsidiary Undertakings observe the restrictions set
     out in clauses  11.2 to 11.4  (inclusive)  as if they were  parties to this
     agreement.

11.6 The Company  shall and the  Directors  shall procure that the Company shall
     take all steps reasonably  necessary to comply with all recommendations set
     out in the letters from Grant Thornton listed in the third schedule.

12.  TERMINATION

12.1 If, at any time on or prior to 8.30 am on the Placing Date:

                                20

<PAGE>

12.1.1 there shall have  occurred,  happened  or come into  effect any  material
     adverse change in national or international  finance,  economic,  market or
     political  conditions  and/or  in  the  business,   financial  position  or
     prospects of the Company or any of the Subsidiary Undertakings or WRDC and,
     in the reasonable  opinion of Beeson Gregory,  arrived at in good faith and
     having  consulted  with the  Company,  the  effect of such act or change is
     likely to cause a  substantial  deterioration  in the price or value of the
     Placing Shares; or

12.1.2  there  is a  breach  of any  of  the  Warranties  which  Beeson  Gregory
     reasonably considers to be material.

     then Beeson  Gregory shall be entitled to terminate its  obligations  under
     this agreement by giving notice in writing to the Company at any time prior
     to 8.30 am on the Allotment Date.

12.2 If this  agreement is terminated  pursuant to clause 12, it shall cease and
     determine and such  termination  shall be without  prejudice to any accrued
     rights or  obligations of any party under this agreement and the provisions
     of this clause  12.2 and clauses 7, 10, 13, 15, 16, 17 and 18 shall  remain
     in full force and effect.

12.3 The date of  service  of a notice  under  clause  12.1 is the  "Termination
     Date".

12.4 Notwithstanding  any  representations  given by the  Warrantors  under this
     agreement,  Beeson  Gregory shall not be entitled to rescind this agreement
     except pursuant to clause 2 or this clause 12.

13.  REMEDIES AND ENFORCEMENT

13.1 Each of the Warranties, and the undertakings and indemnities referred to in
     clauses  8,  9,  11  and  14,   shall  remain  in  full  force  and  effect
     notwithstanding  the completion of the purchase and/or  subscription of the
     Placing  Shares and any Option  Shares and the  completion  of the  Placing
     until 4 months  following the date of  publication  of the Group's  audited
     accounts for the year ending 30 June 2002.

13.2 No neglect,  delay or  indulgence on the part of any party in enforcing any
     term or condition of this  agreement or their rights or remedies under this
     agreement  shall be  construed as a waiver of any term or condition of this
     agreement  or of its  rights or  remedies  under  this  agreement,  and the
     release or  compromise  by any party from or of the  liability of any other
     party or the grant to any of them of any time or other indulgence shall not
     affect the liability of any other party.

13.3 This agreement  shall be binding upon each of the parties hereto and its or
     his assigns,  successors in title or legal personal  representatives as the
     case may be.

13.4 If any amounts  payable to any party under this  agreement are overdue then
     interest  shall be payable on the  overdue  amount at the annual  rate of 2
     percentage points above the base rate

                       21

<PAGE>

     of National  Westminster Bank plc from time to time from the due date up to
     and  including  the  date of  actual  payment  of such  amounts  compounded
     quarterly.

14.  FURTHER AGREEMENTS REGARDING THE PLACING

14.1 The Company will not, and will not permit any of its  Affiliates to, resell
     any Placing Shares or Option Shares to a US Person.

14.2 Neither the  Company,  nor any of its or their  Affiliates,  nor any person
     acting on any of their behalves will,  directly or indirectly,  make offers
     or sales of any  security,  or solicit  offers to buy any  security,  under
     circumstances  that would require the  registration  of the Placing  Shares
     under the Securities Act.

14.3 Neither the Company,  nor any of its  Affiliates,  nor any person acting on
     any of their  behalves will engage in any form of general  solicitation  or
     general  advertising  (within the meaning of Regulation D of the Securities
     Act) in connection with any offer or sale of the Placing Shares in the USA.

14.4 Neither the Company,  nor any of its  Affiliates,  nor any person acting on
     any of their  behalves  will  engage in any  directed  selling  efforts (as
     defined in Regulation S) with respect to the securities.

14.5 The Company agrees to refuse to register any transfer of the Placing Shares
     not made in  accordance  with the  provisions  of Regulation S, pursuant to
     registration  under  the  Securities  Act,  or  pursuant  to  an  available
     exemption from registration  supported by an opinion of counsel experienced
     in  securities   laws  acceptable  to  Beeson  Gregory   establishing   the
     availability of such exemption.  The Company will give  instructions to its
     transfer agent to the foregoing effect.  The certificates  representing the
     Placing  Shares  offered or sold in relation on  Regulation S will bear the
     following legend:

              "THE COMMON STOCK  REPRESENTED  BY THIS  CERTIFICATE  HAS NOT BEEN
              REGISTERED  UNDER THE US  SECURITIES  ACT OF 1933, AS AMENDED (THE
              "SECURITIES  ACT"),  AND  MAY NOT BE  OFFERED,  SOLD,  PLEDGED  OR
              OTHERWISE  TRANSFERRED  EXCEPT  (1)  IN  AN  OFFSHORE  TRANSACTION
              MEETING THE  REQUIREMENTS  OF RULE 903 OR RULE 904 OF REGULATION S
              UNDER THE  SECURITIES  ACT,  (2)  PURSUANT  TO AN  EXEMPTION  FROM
              REGISTRATION  UNDER  THE  SECURITIES  ACT  PROVIDED  BY  RULE  144
              THEREUNDER   (IF  AVAILABLE)  OR  (3)  PURSUANT  TO  AN  EFFECTIVE
              REGISTRATION  STATEMENT  UNDER THE SECURITIES ACT, IN EACH CASE IN
              ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS.

                                       22

<PAGE>

              HEDGING TRANSACTIONS INVOLVING THE COMMON STOCK OF THE
              COMPANY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE
              SECURITIES ACT."

14.6 The Company will not take,  directly or indirectly,  any action designed to
     or which has constituted or which might  reasonably be expected to cause or
     result,   under  the  Exchange  Act  or  otherwise,   in  stabilisation  or
     manipulation  of the price of any security of the Company to facilitate the
     sale or resale of the Placing Shares.

14.7 The Company represents and warrants to and agrees with Beeson Gregory that:

14.7.1 it has not  offered  or sold,  and will not  offer or sell,  any  Placing
     Shares  except in  accordance  with the  restrictions  set forth in Annex A
     hereto; and

14.7.2 neither  it nor any  person  acting on its  behalf  has made or will make
     offers  or sales of the  Placing  Shares in the USA by means of any form of
     general   solicitation  or  general  advertising  (within  the  meaning  of
     Regulation D) in the USA.

14.8 Beeson  Gregory  represents to the Company that it has offered and sold the
     Placing Shares,  and will offer and sell the Placing Shares, (i) as part of
     their  distribution at any time and (ii) otherwise until one year after the
     later of the  commencement of the offering of the Placing Shares to persons
     who are not distributors,  as defined in Regulation S, and the closing date
     of the offering of the Placing Shares  hereunder,  only in accordance  with
     Rule 903 or 904 of  Regulation  S under the  Securities  Act.  Accordingly,
     Beeson Gregory  further  represents and agrees that, so far as it is aware,
     all  of  the  Placing  Shares  have  been  or  will  be  sold  in  offshore
     transactions, that none of the Placing Shares have been or will be sold to,
     or for the  account or benefit  of, a US Person,  that  neither it, nor its
     officers or employees  nor any persons  engaged to act on its behalf,  have
     engaged or will engage in any directed  selling efforts with respect to the
     Placing Shares, and that it and they have complied and will comply with the
     offering  restrictions  requirement of Regulations S. Beeson Gregory agrees
     to engage in hedging transactions in the Shares only in accordance with the
     Securities Act. All terms in the above paragraph have the meanings ascribed
     to them in Regulation S.

14.9 The Company agrees to file as soon as reasonably practicable after the date
     of this agreement and in any event prior to the Placing Date an application
     for the Shares to be included in the Nasdaq NMS.  The Company  will use its
     best efforts to cause the NASD to accept such  application  and include the
     Shares in the  Nasdaq NMS no later  than 42 days from the date  hereof.  In
     fulfilling its obligation hereunder,  the Company shall promptly respond to
     all requests for  information and further  documentation  from the NASD and
     shall adopt such corporate governance measures as requested by the NASD."

                          23

<PAGE>

14.10 The Company agrees with Beeson  Gregory to use its best efforts (including
     disposing  of  investments)  by no later  than 14 July  2000 to  cause  the
     Company not to be or be controlled by an "investment  company" under the US
     Investment Company Act of 1940.

15.  WHOLE AGREEMENT

     The parties to this agreement confirm that (save for any matters implied or
     arising as a matter of law):

15.1 save for the  Engagement  letter,  this  agreement and the  agreements  and
     documents  referred to herein contain or refer to the whole of the terms of
     the  agreement  and  arrangements  between  the parties or any of them with
     regard to the Placing;

15.2 this  agreement  may be executed as two or more  documents in the same form
     and execution by all of the parties of at least one of such  documents will
     constitute due execution of this agreement.

16.  TIME OF THE ESSENCE

     Time shall be of the essence of this agreement but any time, date or period
     mentioned  in any  clause  of this  agreement  may be  extended  by  mutual
     agreement between the Company and Beeson Gregory.

17.  NOTICES

17.1 Any notice to be given under this  agreement  shall be in writing and shall
     be served by  sending it by hand,  facsimile  transmission  or first  class
     post:

17.1.1 if to the Company or to any of the Directors, to the Company's registered
     office for the time being,  marked for the attention of the Chief Executive
     Officer ; and

17.1.2 if to Beeson Gregory, to its registered office for the time being, marked
     for the attention of the Head of Corporate Finance and Jonathan Freeman.

17.2 Any  notice  referred  to in  clause  17.1  shall be  deemed  to have  been
     received:

17.2.1 if  delivered by hand,  on the day of delivery and in proving  service it
     shall be necessary only to produce a receipt for the  communication  signed
     by or on behalf of the addressee;

17.2.2 if sent by facsimile transmission, at the time of transmission or, if the
     time of transmission  is not during the addressee's  normal business hours,
     at 9.30 a.m. on the next  Business  Day and in proving  service it shall be
     necessary only for the communication or a confirmatory  letter to have been
     delivered  by hand or sent by first  class post on the same day but failure
     of the addressee

                            24

<PAGE>

     to  receive   such   confirmation   shall  not   invalidate   the  relevant
     communication deemed given by facsimile transmission;

17.2.3 if sent by first class post, on the second  Business Day after the day of
     posting  (or five  Business  Days  after the day of  posting in the case of
     posting to an address outside the United Kingdom) and, in proving  service,
     it shall be necessary  only to prove a  communication  was  contained in an
     envelope  which  was duly  addressed  and  posted in  accordance  with this
     clause.

18.  GOVERNING LAW

18.1 This  agreement  shall be  governed  by and  construed  in all  respects in
     accordance with the laws of England.

18.2 In  relation  to any  legal  action  or  proceedings  arising  out of or in
     connection with this agreement ("Legal  Proceedings"),  each of the parties
     to this agreement  (other than Beeson  Gregory) who is not or who ceases to
     be resident in England ("Relevant  Parties") hereby irrevocably  submits to
     the exclusive  jurisdiction  of the English Courts and waives any objection
     to Legal  Proceedings  in such  Courts  on the  grounds  of venue or on the
     grounds that the Legal  Proceedings  have been  brought in an  inconvenient
     forum.  These  submissions shall not affect the right of any other party to
     take Legal Proceedings in any other  jurisdiction,  nor shall the taking of
     Legal Proceedings in any jurisdiction  preclude any party from taking Legal
     Proceedings in any other jurisdiction.

18.3 Each  of  the  Relevant   Parties  hereby   undertakes  to  Beeson  Gregory
     irrevocably to appoint, and each hereby appoints,  the Company's UK Lawyers
     (Reference:  SGG/KRP) to receive at its address set out at the beginning of
     this agreement,  for him and on his behalf, service of process in any Legal
     Proceedings in England.  Such service shall be deemed completed on delivery
     to such  address  (whether  or not it is  forwarded  to or  received by the
     relevant appointor).

EXECUTED as a DEED                  )
and DELIVERED by                    )
AUTHORISZOR INC.                    )       /s/ James L. Jackson
acting by                           )
JAMES LEONARD JACKSON               )


                                            Duly authorised signatory





                                            Duly authorised signatory

SIGNED as a DEED and                )

                     25

<PAGE>

DELIVERED by                        )
RICHARD LANGEVIN,                   )
ACTING BY HIS ATTORNEY              )       /s/ James L. Jackson
JAMES, LEONARD JACKSON              )
in the presence of:                 )

/s/




SIGNED as a DEED and                )
DELIVERED by                        )
JAMES JACKSON                       )       /s/ James L. Jackson
in the presence of:                 )

/s/





SIGNED as a DEED and                )
DELIVERED by                        )
DAVID WRAY ACTING BY                )
HIS DULY AUTHORIZED                 )       /s/ James L. Jackson
ATTORNEY                            )
JAMES LEONARD JACKSON               )
in the presence of:                 )







SIGNED as a DEED and                )
DELIVERED by                        )
ROBERT JEFFCOCK ACTING BY           )
HIS DULY AUTHORIZED                 )       /s/ James L. Jackson
ATTORNEY                            )
JAMES LEONARD JACKSON               )
in the presence of:                 )

/s/



                                  26

<PAGE>

EXECUTED as a DEED                  )
and DELIVERED by                    )     /s/
BEESON GREGORY LIMITED              )
acting by:                          )



                                    Director





                                    Director

                               27

<PAGE>

THE FIRST SCHEDULE
THE DIRECTORS

Richard Langevin

1 Justin Road, Natick, Massachusetts, USA



James Jackson

2 Parklands, Studley Roger, Ripon, North Yorkshire HG4 3AY



David Wray


54 New Park Road, Queensbury, BradFord, BD13 1FP



Robert Jeffcock

42B Roc Fleuri, 1 Rue du Tenao, MC 9300 Monaco

                                 28

<PAGE>

THE SECOND SCHEDULE

WARRANTIES

For the purpose of this second  schedule,  the term "Company" shall refer to the
Company and all of its predecessors, by merger or otherwise.

THE PLACING AND PLACING DOCUMENTS

1.1  The  Information  Memorandum  contains  all such  information  as investors
     (including Beeson Gregory) and their professional advisers would reasonably
     require and reasonably expect to find in the Information Memorandum for the
     purpose of making an  informed  assessment  of the assets and  liabilities,
     business, financial position, profits and losses and prospects of the Group
     and of the rights attaching to the Placing Shares and the Option Shares.

1.2  All statements of fact in the Information  Memorandum are true complete and
     accurate and not misleading in any material  respect and all expressions of
     opinion,  intention and expectation in the Placing  Documents are truly and
     honestly  held and either  fairly based upon facts within the  knowledge of
     the Directors or made on reasonable grounds.

1.3  The Information  Memorandum  contains the items of information  required by
     the relevant law and regulations including the FSA and the Securities Act.

1.4  No Group Company has distributed  any offering  material in connection with
     the Placing other than the Placing  Documents and other materials  required
     to be so distributed by applicable law.

1.5  All material supplied by the Warrantors in connection with the Verification
     Notes and in response  to the Legal Due  Diligence  Questionnaire  was when
     supplied and is now true complete and accurate in all material respects and
     where such  information was expressed as an opinion of the Group Company or
     its directors  such opinion was and continues to be honestly and reasonably
     held by reference to the facts and circumstances now subsisting.

1.6  The Company has  complied  and will  comply  with all  applicable  laws and
     regulations  with respect to anything  done by it in relation to the Shares
     in, from or otherwise involving the United Kingdom.

1.7  Neither the Company nor any of its Affiliates, nor any person acting on any
     of their behalves has, directly or indirectly,  made offers or sales of any
     security, or solicited offers to buy any security, under circumstances that
     would require the  registration of the offer and sale of the Placing Shares
     or the Option Shares under the Securities Act.

1.8  Neither the Company nor any of its Affiliates, nor any person acting on any
     of their  behalves  has  engaged  in any form of  general  solicitation  or
     general advertising (within the meaning of

                               29

<PAGE>

     Regulation D) in connection with any offer or sale of the Placing Shares or
     the Option Shares in the USA.

1.9  Neither  the  Company  nor any of its or their  Affiliates,  or any  person
     acting on any of their  behalves  (i) has  engaged  nor will  engage in any
     directed selling efforts (as defined in Regulation S) and (ii) has complied
     and will comply with the offering restrictions  requirements of Rule 903 of
     Regulation  S, in each  case,  with  respect to the  Placing  Shares or the
     Option Shares.

1.10 The  Company  has not paid or agreed to pay to any person any  compensation
     for  soliciting  another to subscribe for or purchase any securities of the
     Company, except as contemplated by this agreement.

1.11 The Company has not taken,  directly or indirectly,  any action designed to
     cause or which has  constituted  or which might  reasonably  be expected to
     cause or result, under the Exchange Act or otherwise,  in the stabilisation
     or  manipulation  of the price of any security of the Company to facilitate
     the sale or resale of the Shares.

1.12 No consent, approval,  authorisation,  filing with or order of any court or
     governmental agency or body is required in connection with the transactions
     contemplated  herein or the offer and sale of the  Placing  Shares  and the
     Option Shares under any law or  regulation  applicable in the USA or any of
     the Listed Countries, except filings under the Securities Act, Exchange Act
     and  applicable  state  securities  laws  with  respect  to  the  Company's
     obligations under the Registration Rights Agreement and filings,  under the
     Exchange Act to report the  transactions  contemplated  herein or the offer
     and sale of the Placing Shares and the Option Shares.

1.13 The  issue  and  sale of the  Placing  Shares  or the  Option  Shares,  the
     execution and delivery of this agreement,  the consummation of any other of
     the  transactions  contemplated in it and, the fulfilment of its terms will
     not conflict  with,  result in a breach or violation or  imposition  of any
     lien,  charge or encumbrance  upon any property or assets of the Company or
     any of its  Subsidiaries  pursuant to, (i) the certificate or incorporation
     or bylaws of the Company or any of its Subsidiaries;  (ii) the terms of any
     indenture,  contract,  lease, mortgage, deed of trust, note agreement, loan
     agreement or other agreement, obligation, condition, covenant or instrument
     to which the Company or any of its  Subsidiaries  is a party or bound or to
     which its or their  property is subject;  or (iii) any statute,  law, rule,
     regulation,  judgement, order or decree applicable to the Company or any of
     its  Subsidiaries of any court,  regulatory  body,  administrative  agency,
     governmental body,  arbitrator or other authority having  jurisdiction over
     the Company or any of its Subsidiaries or any of its or their properties.

1.14 Provided the offer and sale of the Placing  Shares and the Option Shares is
     conducted in accordance with the provisions  hereof,  the offer and sale of
     the Placing Shares and the Option Shares is exempt from registration  under
     the Securities Act by virtue of the exemption  contained in Regulation S or
     in the  case  of any  offer  or sale to a US  Person,  section  4(2) of the
     Securities Act.

                                       30

<PAGE>

1.15 The summaries of the Acquisition and the Acquisition Agreement and the sale
     of Toucan Mining Limited set out in the Investment  Memorandum are accurate
     and not materially misleading, including by omission.

THE GROUP

2.1  Each of the Company and the  Subsidiaries  has been duly  organised  and is
     validly  existing  (in the case of the  Company  as a  corporation  in good
     standing)  under the laws of the  jurisdiction  in which it is chartered or
     organised with full corporate  power and authority to own or lease,  as the
     case may be, and to operate its  properties  and  conduct  its  business as
     described  in the  Information  Memorandum,  and is  duly  qualified  to do
     business  as a foreign  corporation  (and in the case of the  Company is in
     good  standing)  under the laws of each  jurisdiction  which  requires such
     qualification.

2.2  All the  outstanding  shares of capital stock of each  Subsidiary have been
     duly  and   validly   authorised   and   issued  and  are  fully  paid  and
     non-assessable,  and,  except as  otherwise  set  forth in the  Information
     Memorandum, all outstanding shares of capital stock of the Subsidiaries are
     owned by the Company either  directly or through wholly owned  subsidiaries
     free and clear of any  perfected  security  interest or any other  security
     interests, claims, liens or encumbrances.

2.3  The Company is not required to register under the US Investment Company Act
     of 1940,  as amended as it is a  transient  investment  company  within the
     meaning of Rule 3a-2 of the US Investment Company Act 1940, as amended.

2.4  The Company is subject to and in compliance  in all material  respects with
     the reporting  requirements  of Section 13 or Section 15(d) of the Exchange
     Act.

2.5  This  agreement  has been duly  authorised,  executed and  delivered by the
     Company and  constitutes  the legal,  valid and binding  obligations of the
     Company, enforceable against each of them in accordance with its terms.

2.6  The Company and each of its Subsidiaries owns or leases all such properties
     as are necessary to the conduct of their operations as presently conducted.

2.7  Neither the Company nor any  Subsidiary  is in  violation or default of (i)
     any provision of its certificate of incorporation or bylaws; (ii) the terms
     of any indenture, contract, lease, mortgage, deed of trust, note agreement,
     loan  agreement  or other  agreement,  obligation,  condition,  covenant or
     instrument  to which it is a party or  bound or to which  its  property  is
     subject; or (iii) any statute, law, rule, regulation,  judgement,  order or
     decree of any court, regulatory body,  administrative agency,  governmental
     body, arbitrator or other authority having jurisdiction over the Company or
     such subsidiary or any of its properties,  as applicable in each case to an
     extent which is material.

                                         31

<PAGE>

2.8  The  details of the Company  and the  Subsidiaries  and WRDC set out in the
     Information Memorandum are accurate and in particular the directors of each
     Group  Company  are  accurately  identified  as  such  in  the  Information
     Memorandum and each such director has been validly  appointed and consented
     to act as a member of the board of each Group Company and the  Subsidiaries
     are the only Subsidiary Undertakings of the Company.

2.9  The  recitals at the  beginning  of this  agreement  are  accurate  and not
     misleading.

2.10 The Company currently satisfies the quantitative requirements for inclusion
     of its Shares in the Nasdaq NMS.

THE SHARES

3.1  The  Company's  authorised  equity  capitalisation  is as set  forth in the
     Information  Memorandum;  the outstanding Shares have been duly and validly
     authorised  and issued and are fully paid and  non-assessable;  the Placing
     Shares and the Option  Shares  have been duly and validly  authorised  and,
     when issued and delivered to and paid for pursuant to this agreement,  will
     be fully paid and  non-assessable;  the certificates for the Placing Shares
     and the Option Shares are in valid and sufficient  form; and the holders of
     outstanding  shares of capital  stock of the  Company  are not  entitled to
     pre-emptive  or other  rights to  subscribe  for the Placing  Shares or the
     Option  Shares.  Except  as set  forth in the  Information  Memorandum,  no
     options,  warrants or other rights to subscribe or purchase,  agreements or
     other  obligations to issue, or rights to convert any  obligations  into or
     exchange  any  securities  for,  shares of  capital  stock of or  ownership
     interests in the Company are  outstanding;  and the statements set forth in
     the Information  Memorandum relating to the description of capital stock of
     the Company insofar as they purport to constitute a summary of the terms of
     the Shares fairly summarise the matters therein described.

3.2  The  creation,  issue and  allotment  of the  Placing  Shares in the manner
     proposed by the Placing Documents and the Option Shares will comply with US
     law and all other relevant law and regulations.

3.3  The Company has power under its by laws and certificate of incorporation to
     create, allot and issue the Placing Shares and to effect the Placing in the
     manner  proposed and to enter into and perform this  agreement  without any
     further  sanction or consent by members of the Company or any class of them
     and  there is no  consent  required  by the  Company  for the  issue of the
     Placing Shares,  to effect the Placing and to enter into this agreement and
     to  perform  its  obligations  under  this  agreement  which  has not  been
     unconditionally and irrevocably obtained.

3.4  The Placing Shares and the Option Shares when issued and delivered  against
     payment therefor as provided herein, will be duly and validly issued, fully
     paid and will not be subject to any  restrictions  upon  voting or transfer
     other than as set out in the  Company's  bye laws and articles or any other
     agreement or instrument to which the Company is a party.

                                        32

<PAGE>

3.5  All sums due in respect of the issued  capital of each Group  Company  have
     been  paid to and  received  by the  relevant  Group  Company  and  save as
     disclosed in the  Information  Memorandum  there are in force no options or
     other  agreements  which call for the issue of, or accord to any person the
     right to call for the issue of,  any shares in or other  securities  of the
     Group Company.

3.6  When the Placing  Shares and the Option Shares are allotted or  transferred
     to Beeson Gregory or the Placees and paid for in accordance  with the terms
     of this  agreement,  Beeson Gregory or the Placees will receive valid title
     to the Placing Shares and any Option Shares  subscribed for or purchased by
     them, and the Placing Shares and such Option Shares will be issued, in each
     case,  free and  clear of all  liens,  charges,  encumbrances  and  adverse
     claims.

WORKING CAPITAL

4.1  The working capital projections for the Group referred to or set out in the
     Working  Capital  Report have been approved by each Director  after due and
     careful enquiry and have been accurately compiled on assumptions reasonably
     and honestly made which are believed by each Director to be reasonable.

4.2  The  statements,   forecasts,  estimates  and  expressions  of  opinion  or
     intention  which the directors of the Company have made or given as set out
     in the  Working  Capital  Report  have  been  made  after  due  and  proper
     consideration,  are honest and  represent  reasonable  expectations  on the
     basis of facts known or which could on  reasonable  enquiry have been known
     to the Directors

ACCOUNTS AND MANAGEMENT ACCOUNTS

5.1  The  consolidated  historical  financial  statements of the Company and its
     Subsidiaries  included  in the  Information  Memorandum  present  truly and
     fairly  in all  material  respects  the  consolidated  financial  position,
     results of operations and cash flows of the Company as of the dates and for
     the periods  indicated,  comply as to form with the  applicable  accounting
     requirements  of the  Securities  Act and have been  prepared in conformity
     with  generally  accepted  accounting  principles  in the USA  applied on a
     consistent basis throughout the periods involved (except as otherwise noted
     therein).  The  selected  financial  data  set  forth  in  the  Information
     Memorandum  fairly  presents,  on  the  basis  stated  in  the  Information
     Memorandum,  the  information  included  therein;  the pro forma  financial
     statements included in the Information Memorandum includes assumptions that
     provide a reasonable basis for presenting the significant  effects directly
     attributable to the transactions and events described therein,  the related
     pro forma adjustments give appropriate effect to those assumptions, and the
     pro forma adjustments  reflect the proper  application of those adjustments
     to the historical  financial statement amounts in the financial  statements
     included in the Information Memorandum.

5.2  Grant Thornton,  who have audited  financial  statements of the Company and
     its  consolidated  Subsidiaries  and delivered their report with respect to
     the audited consolidated financial
                                             33

<PAGE>

     statements  and  schedules  included  in the  Information  Memorandum,  are
     independent  public  accountants  with  respect to the  Company  within the
     meaning  of the  Securities  Act and the  applicable  published  rules  and
     regulations thereunder.

5.3  The Group maintains a system of internal  accounting controls sufficient to
     provide  reasonable  assurances  that  (i)  transactions  are  executed  in
     accordance  with  management's  general  or  specific  authorisation,  (ii)
     transactions  are recorded as necessary to permit  preparation of financial
     statements in conformity with generally accepted accounting  principles and
     to maintain  accountability for assets, (iii) access to assets is permitted
     only in accordance with management's general or specific authorisation; and
     (iv) the  recorded  accountability  for assets is  compared  with  existing
     assets at reasonable intervals and appropriate action is taken with respect
     to any differences.

5.4  The Management  Accounts have been prepared by the directors of the Company
     with due care and attention in accordance with the same accounting policies
     as the Audited  Accounts and in the reasonable  opinion of the directors of
     the  Company,  having  made  due and  careful  enquiry,  show a  reasonably
     accurate  and fair  view of the  profit or loss of the Group as at the date
     and for the period in respect of which they have been  prepared and are not
     affected by any exceptional or non-recurring items.

5.5  Since the Accounts  Date there has been no material  adverse  change in the
     trading or financial position or prospects of any Group Company.

DIVIDENDS AND LOANS

6.1  Save as disclosed in the Information  Memorandum,  the Company has not paid
     or made any payment or transfer to  shareholders  of any  dividend,  bonus,
     loan or other distribution.

6.2  No  Subsidiary  of  the  Company  is  currently  prohibited,   directly  or
     indirectly, from paying any dividends to the Company, from making any other
     distribution  on such  subsidiary's  capital  stock,  from  repaying to the
     Company any loans or advances to such  Subsidiary  from the Company or from
     transferring any of such Subsidiary's  property or assets to the Company or
     any other Subsidiary of the Company, except as described in or contemplated
     by or reflected in the Information Memorandum.

TAXATION

7.1  For the purpose of this clause 7:

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

              "Governmental  Body" means any foreign,  federal,  state, local or
              other governmental authority or regulatory body.

                                              34

<PAGE>

              "Regulations"  means the federal income tax regulations  under the
              Code,  promulgated  by the Treasury  Department  and  contained in
              Title  26 of  the  Code  of  Federal  Regulations,  including  any
              amendments or any substitute or successor provisions thereto.

              "Tax" or "Taxes" or "Taxation"  means any federal,  state,  local,
              foreign  or  other  net  income,  gross  income,  gross  receipts,
              windfall profits,  severance,  property,  production,  sales, use,
              transfer, gains, license, excise, franchise,  employment, payroll,
              withholding (which includes,  without limitation,  income, payroll
              tax,  foreign  withholding,  backup  withholding,  and  any  other
              withholding  obligation  imposed  by the  Code  or a  Governmental
              Body), value added, estimated,  alternative or add on minimum tax,
              or any other tax,  custom,  duty,  governmental  fee or other like
              assessment  or charge of any kind  whatsoever,  together  with any
              interest  or any  penalty,  addition to tax or  additional  amount
              imposed by any Governmental Body; and

              "Tax  Return"  means  any  return,  report  or  similar  statement
              required  to be filed  with  respect to any Taxes  (including  any
              required   schedules),    including,   without   limitation,   any
              information   return,   claim  for  refund,   amended  return  and
              declaration of estimated Tax.

7.2  No Group Company has incurred,  nor will incur, any liability in respect of
     any Taxation in respect of the period  since the Accounts  Date to the date
     hereof which is material in the context of the Placing, other than any such
     liabilities  arising  in the  ordinary  course  of its  business  since the
     Accounts Date and any such liabilities  arising since that date as a result
     of any transactions entered into by and affecting it which are disclosed in
     the Information Memorandum.

7.3  Each Group Company is registered for value added tax (of the equivalent) in
     every country in which it is liable to pay value added tax.

7.4  The statements in the Information  Memorandum under the heading  "Taxation"
     fairly summarise the matters therein described.

7.5  There are no stamp or other  issuance or transfer  taxes or duties or other
     similar  fees  or  charges  required  to be  paid in  connection  with  the
     execution and delivery of this agreement or the issue by the Company of the
     Placing Shares or the Option Shares or the issuance and sale of the Placing
     Shares and the Option Shares.

7.6  Tax  Returns  that are  required to have been filed by the Company and each
     Subsidiary  have been filed  within the time and in the manner  required by
     law, and all such Tax Returns are true and correct and  accurately  reflect
     the respective Tax  liabilities of the Company and its  Subsidiaries in all
     respects. All Taxes of the Company and each Subsidiary that have become due
     pursuant  to such Tax  Returns,  or any  assessments  or demand for payment
     received,  have  been  paid.  The  provision  for  Taxes  reflected  on the
     financial statements included in the Information  Memorandum is adequate to
     cover all Tax liabilities, whether or not disputed, of the Company and each
     Subsidiary with respect to any taxable year or taxable period ending
                             35

<PAGE>

     on or before the date thereof,  and nothing has occurred  subsequent to the
     such  date to make any such  provision  inadequate.  All Taxes  related  to
     taxable periods of the Company and each  Subsidiary  subsequent to the date
     of the financial  statements  contained in the Information  Memorandum have
     been paid or are  adequately  reserved  for on the books and records of the
     Company and each  Subsidiary.  There are no current,  pending or threatened
     claims, assessments,  notices, proposals to assess, deficiencies, or audits
     with  respect to any  Taxes.  No  Governmental  Body has  claimed  that the
     Company  or any  Subsidiary  is or may  be  subject  to  taxation  by  that
     Governmental  Body.  The Company and each  Subsidiary has withheld and paid
     all  Taxes  required  to have been  withheld  and paid in  connection  with
     amounts paid or owing to any employee,  shareholder,  creditor, independent
     contractor  or other  party.  Neither the Company  nor any  Subsidiary  has
     executed  any  presently  effective  waiver or  extension of any statute of
     limitations against assessments and collections of Taxes. No Tax Returns of
     the Company or any Subsidiary are presently subject to an extension of time
     to file.

7.7  Neither the Company nor any Subsidiary  has filed,  or has had filed on its
     behalf,  an election under Section 341(f) of the Code that is applicable to
     the Company, any Subsidiary or any of their respective assets.  Neither the
     Company  nor any  Subsidiary  is a party to any Tax  allocation  or sharing
     agreement.  Neither the Company nor any Subsidiary, has been a member of an
     affiliated group that elected to file or was required to file  consolidated
     returns  for  federal  income tax  purposes  or  consolidated,  combined or
     unitary tax returns for state or local income tax purposes.

7.8  Neither the Company nor any  Subsidiary  has an interest in any entity that
     is treated as a partnership for federal income tax purposes.

7.9  Except to the extent disclosed in the Information  Memorandum,  neither the
     Company nor any Subsidiary is a successor to any other  business  entity by
     way of merger, reorganisation, liquidation or similar transaction.

7.10 There is no ruling  issued to the  Company or any  Subsidiary  (or  closing
     agreement  or gain  recognition  agreement  to  which  the  Company  or any
     Subsidiary  is a party)  concerning  Taxes from (or with) any  Governmental
     Body.

PROPERTIES

8.   The Information  Memorandum  contains details of the only properties owned,
     leased, licenced, or occupied by a Group Company or in respect of which the
     Group has any material  liability  (contingent  or otherwise) and so far as
     the Warrantors are aware,  there is no fact or  circumstance as a result of
     which any person may validly  require the relevant  Group Company to vacate
     prematurely  the  Properties or to cease to carry on the business  which it
     presently carries on at the Properties,  which is, in either case, material
     in the context of the Placing.

ENVIRONMENT

                         36

<PAGE>

9.   So far as the Warrantors are aware,  the Company and its  Subsidiaries  are
     (i) in compliance with any and all applicable foreign,  federal,  state and
     local laws and  regulations  relating to the protection of human health and
     safety,  the  environment  or  hazardous  or toxic  substances  or  wastes,
     pollutants or contaminants  ("Environmental  Laws"); (ii) have received and
     are in compliance with all permits, licenses or other approvals required of
     them  under  applicable  Environmental  Laws to  conduct  their  respective
     businesses;  and (iii) have not received  notice of any actual or potential
     liability for the  investigation  or remediation of any disposal or release
     of hazardous or toxic  substances or wastes,  pollutants  or  contaminants,
     except  where  such  non-compliance  with  Environmental  Laws,  failure to
     receive required permits,  licenses or other approvals,  or liability would
     not,  individually or in the aggregate,  have a material  adverse change in
     the condition (financial or otherwise),  prospects,  earnings,  business or
     properties of the Company and its Subsidiaries,  individually or taken as a
     whole,  whether or not arising from  transactions in the ordinary course of
     business,  except  as set  forth  in or  contemplated  in  the  Information
     Memorandum  (exclusive of any amendment or supplement  thereto);  except as
     set forth in the Information Memorandum, neither the Company nor any of the
     Subsidiaries has been named as a "potentially  responsible party" under the
     Comprehensive  Environmental Response,  Compensation,  and Liability Act of
     1980, as amended.

INSURANCE

10.  The  Company  and each of its  Subsidiaries  are  insured  by  insurers  of
     recognised  financial  responsibility  against such losses and risks and in
     such amounts as are reasonably  prudent in the businesses in which they are
     engaged;  all policies of insurance  and fidelity or surety bonds  insuring
     the  Company or any of its  Subsidiaries  or their  respective  businesses,
     assets, employees, officers and directors are in full force and effect; the
     Company  and its  Subsidiaries  are in  compliance  with the  terms of such
     policies and instruments in all material respects;  and there are no claims
     by the  Company  or any  of its  Subsidiaries  under  any  such  policy  or
     instrument  as to which any  insurance  company  is  denying  liability  or
     defending under a reservation of rights clause; neither the Company nor any
     such  Subsidiary has been refused any insurance  coverage sought or applied
     for;  and neither the  Company  nor any such  Subsidiary  has any reason to
     believe that it will not be able to renew its existing  insurance  coverage
     as and when such  coverage  expires  or to  obtain  similar  coverage  from
     similar  insurers as may be  necessary  to continue  its business at a cost
     that would not have a material  adverse effect on the condition  (financial
     or  otherwise),  earnings,  business or  properties  of the Company and its
     Subsidiaries, taken as a whole, whether or not arising from transactions in
     the ordinary course of business,  except as set forth in or contemplated in
     the  Information  Memorandum  (exclusive  of any  amendment  or  supplement
     thereto).

INTELLECTUAL PROPERTY

11.1 In this warranty 11, "Intellectual  Property Rights" means all Intellectual
     Property described or referred to in the Information Memorandum as owned or
     used by the Company  and/or which is necessary or desirable for the conduct
     of its business as now or proposed to be

                              37

<PAGE>

     conducted as described in the  Information  Memorandum  or which  otherwise
     relates to the business of the Company.

11.2 The  Company  is the sole  beneficial  owner of all  Intellectual  Property
     Rights  owned  by  it  ("Owned  Rights")  free  from  liens,   charges  and
     encumbrances  and full particulars of each of such Owned Rights are set out
     in the written  responses  of the Company and its advisers to the Legal Due
     Diligence  Questionnaire.  Each of such Owned Rights which is registered is
     valid and enforceable.

11.3 The Warrantors have no reason to believe that any of the unregistered Owned
     Rights  capable of  registration  would not be  registered or granted on an
     application for such  registration or grant and the Warrantors  believe any
     such registration or grant will be valid.

11.4 The details of the Intellectual property Rights described or referred to in
     the Information  Memorandum are true, complete and accurate in all material
     respects.
11.5 All  Intellectual  Property  Rights  material  to the  existing or proposed
     business of the Company other than the Owned Rights ("Licenced Rights") are
     licenced to the Company on the terms of  subsisting  licences  ("Licences")
     which have been disclosed to Beeson Gregory's legal advisers.  Each Licence
     grants the Company  adequate  rights to use and  sub-licence  the  relevant
     Licenced  Rights  for the  conduct of the  business  of the Group as now or
     proposed to be conducted as described in the Information  Memorandum in all
     material  respects.  There are no agreements  with third parties other than
     the  Licences  whereby  any  member of the Group is  authorised  to use any
     Intellectual Property.

11.6 The Licences are  enforceable by the Company in accordance with their terms
     and there has not been any material default (or any event which with notice
     or lapse of time or both would  constitute a default)  under any of them by
     any  member of the Group or (as far as the  Company  is aware) by any other
     party to such Licences.

11.7 Except as  disclosed  in  writing to Beeson  Gregory's  legal  advisers  in
     response to the Legal Due Diligence Questionnaire, the Company does not use
     any  Intellectual  Property  Rights  which are capable of  registration  in
     countries  in  which  the  Group  carries  on or  proposes  to carry on its
     business other than in the countries where such rights have been registered
     and (in the case of any trade and  service  marks  which  form part of such
     Rights)  other than in relation to the goods and services  specified in the
     registration.

11.8 There is no reason to believe  that any Owned  Rights  which are capable of
     registration  in  countries  in which the Group  carries on or  proposes to
     carry on its  business  but in  respect of which the  Company  has not been
     registered as proprietor cannot be registered by the Company,  in each case
     to the full extent to which the registration of such Intellectual  Property
     is possible in such countries.  The Company has taken the steps referred to
     in the  Information  Memorandum and the written  responses to the Legal Due
     Diligence Questionnaire to protect

                                      38

<PAGE>

     any Intellectual  Property  currently used by it which are or could through
     registration  or the taking of any other steps  become its property and are
     material to its business.

11.9 There has been no infringement by the Company of Intellectual Property held
     by  third  parties  which  would  have a  material  adverse  effect  on the
     business,  assets or prospects of the Group.  So far as the  Warrantors are
     aware,  there has not been any  infringement  by third parties of the Owned
     Rights or the Licenced Rights which would have a material adverse effect on
     the business, assets or prospects of the Group.

11.10The  Company  has not done or  omitted  to do any act,  matter  or thing in
     respect of any  Intellectual  Property  Rights which would impinge upon the
     validity or  enforceability of the same or upon the right of the Company to
     use the same to an extent which is material in the context of the Group nor
     are there any outstanding  obligations of the Company whether as to payment
     or otherwise which if left outstanding would so impinge.

11.11So far as the  Warrantors  are aware none of the Owned Rights is being used
     by any  person  other  than the Group.  None of the  Intellectual  Property
     Rights is the subject of any claim,  opposition,  assertion,  infringement,
     attack,  right,  action or other  restriction  or arrangement of whatsoever
     nature  which does or may  impinge  upon the  validity,  enforceability  or
     ownership of the same or the utilisation thereof by any Group Company to an
     extent which is material in the context of the Group.

11.12So far as the Warrantors  are aware,  none of the activities of the Company
     infringes any right of any other person relating to  Intellectual  Property
     or gives  rise to a  liability  for any  royalty,  compensation  or similar
     payment.

11.13All formulae,  processes and other information forming part of Owned Rights
     or the subject of any of the Licences  (including in each case any know-how
     and confidential  information) are adequately  documented and to the extent
     that they are confidential or material in the context of the Group have not
     been (and nor is there any agreement that they will or may be) disclosed to
     any third party.

11.14 All documents material to the title to any Owned Rights and an original of
      all Licences are in the Company's possession.

INDEBTEDNESS

12.1 No  circumstances  have  arisen or so far as the  Warrantors  are aware are
     likely  to arise,  such that any  person  is, or would  with the  giving of
     notice  and/or  lapse of time  become,  entitled to require  payment of any
     material indebtedness  (including,  for the avoidance of doubt, pursuant to
     finance  leases) of any Group  Company  before its stated  maturity  and no
     person  to whom  any  material  indebtedness  of a Group  Company  which is
     payable on demand is owed has  indicated  to the Group  Company that it now
     proposes to demand repayment.

                                             39

<PAGE>

12.2 No event has  occurred  or so far as the  Warrantors  are aware is about to
     occur  by  reason  of the  happening  of which  any  secured  or  unsecured
     borrowings  of any Group  Company  have  become or would with the giving of
     notice or the lapse of time become  repayable prior to maturity,  and there
     are no circumstances known to any Group Company which are reasonably likely
     to lead to the occurrence of any such event.

MATERIAL CONTRACTS

13.1 No notice has been  given to any of the  Warrantors  or action  taken or is
     expected to be given or taken whereby any material agreement, instrument or
     arrangement  to which any Group  Company is a party would be  terminated or
     amended in any material respect.  No event has occurred or is subsisting or
     so far as the Warrantors are aware is about to occur,  which constitutes or
     results  in,  or would  with the  giving of  notice  and/or  lapse of time,
     constitute  or result  in, a default or the  acceleration  or breach of any
     obligation  under any  agreement,  instrument or  arrangement  to which any
     Group Company is a party or by which it or any of its properties,  revenues
     or assets  are bound or in the  infringement  by any Group  Company  of any
     intellectual  property rights held by third parties and which would, in any
     such  case,  have a  material  adverse  effect on the  business,  assets or
     prospects of the Group.

13.2 The  documents  disclosed  by the  Company  in  response  to the  Legal Due
     Diligence  Questionnaire  include complete copies of all material contracts
     to which any Group Company is a party.

13.3 No Group Company has manufactured,  sold or supplied products which are, or
     were, or will become,  in any material respect faulty or defective or which
     do  not  comply  in  any   material   respect   with  any   warranties   or
     representations  expressly or impliedly  made by any Group  Company or with
     all applicable regulations, standards and requirements.

INSOLVENCY

14.  No Group  Company  has taken any action nor have any other steps been taken
     or legal  proceedings  started or threatened  against any Group Company for
     its the winding-up or  dissolution or for it to enter into any  arrangement
     or composition  for the benefit of creditors,  or for the  appointment of a
     receiver,  administrator,   administrative  receiver,  trustee  or  similar
     officer of its properties, revenues, undertakings or assets.

LITIGATION

15.1 Except as disclosed in the  Information  Memorandum  neither the Warrantors
     nor any Group Company is engaged in any legal or arbitration proceedings or
     enquiries by any governmental or regulatory  bodies which,  individually or
     collectively,  are  material  or may  have or have had  during  the last 12
     months a significant  effect on the financial  position or prospects of the
     Group  Company or the Group taken as a whole and, so far as the  Warrantors
     are aware, no such

                                          40

<PAGE>

     legal or arbitration  proceedings  are threatened or pending nor, so far as
     the Warrantors are aware, are there any  circumstances  which are likely to
     give rise to any such legal or arbitration proceedings.

15.2 The Group has  adequate  insurance  in place in respect  of any  litigation
     relating to the Group which is disclosed in the Information Memorandum.

EMPLOYMENT

16.1 The  Warrantors  are  not  aware  that  any  executive,   key  employee  or
     significant  group of  employees  of any Group  Company  plans to terminate
     employment with such Group Company.  For the purposes of this clause,  "key
     employee"  means an  employee  whose  annual  salary is equal to or exceeds
     $30,000.

16.2 Neither  any  Director,  nor so far as the  Warrantors  are  aware  any key
     employee, is subject to any non-compete,  non-disclosure,  confidentiality,
     employment,  consulting or similar agreement which would be violated by the
     present or proposed business activities of any Group Company.

16.3 No labour  problem or dispute  with the  employees of the Company or any of
     its Subsidiaries exists or so far as the Warrantors are aware is threatened
     or imminent.

LEGAL DUE DILIGENCE REPORT

17.  The  information  supplied by the Group and its advisers in response to the
     Questionnaire  was,  when  provided,  true  and  accurate  in all  material
     respects and no further information has been withheld, the absence of which
     would make  misleading in any material  respect the information so provided
     or which is  material  to be known by Beeson  Gregory  or its  advisers  in
     connection  with the Placing and the information so supplied is accurate in
     all material respects and any opinions  attributed to any of the Warrantors
     in such replies are honestly held and either fairly based upon facts within
     the knowledge of the Warrantors or made on reasonable grounds.

VERIFICATION NOTES

18.  The  replies  to the  Verification  Notes,  are  true and  accurate  in all
     material respects and have been prepared or approved by persons  reasonably
     believed by the Warrantors to have appropriate knowledge and responsibility
     to enable them  properly to provide  such  replies  and any  statements  of
     opinion  contained  in the replies to the  Verification  Notes are honestly
     held and  either  fairly  based  upon facts  within  the  knowledge  of the
     Warrantors or made on reasonable grounds.

RELATED PARTIES

                                  41

<PAGE>

19.  The Information  Memorandum contains details of all material agreements and
     arrangements  (whether  written or  unwritten)  entered  into  outside  the
     ordinary course of business  between a Group Company and any one or more of
     the directors of the Group or any  connected  persons of any one or more of
     such directors.

COMPLIANCE

20.1 No Group Company nor so far as the Warrantors are aware any of its officers
     has  committed  or is liable for any  criminal,  illegal or unlawful act or
     breach of any obligation or duty whether imposed by or pursuant to statute,
     contract,  the relevant Group  Company's  by-laws or otherwise,  and to the
     best of the  knowledge,  information  and belief of the Warrantors no claim
     that it has or is doing so remains outstanding against any such member.

20.2 No Group  Company  has  received  notification  that any  investigation  or
     enquiry is being or has been conducted by any governmental or other body in
     respect  of the  affairs  of any member of the Group and to the best of the
     knowledge,   information  and  belief  of  the  Warrantors   there  are  no
     circumstances which would give rise to such investigation or enquiry.

20.3 The  Company  and its  Subsidiaries  possess  all  licenses,  certificates,
     permits and other authorisations  issued by the appropriate federal,  state
     or foreign  regulatory  authorities  necessary to conduct their  respective
     businesses,  and neither the Company nor any such  Subsidiary  has received
     any notice of proceedings relating to the revocation or modification of any
     such  certificate,   authorisation  or  permit  which,  singly  or  in  the
     aggregate,  if the subject of an unfavourable decision,  ruling or finding,
     would  have a  material  adverse  effect  on the  condition  (financial  or
     otherwise),  prospects, earnings, business or properties of the Company and
     its  subsidiaries,   taken  as  a  whole,   whether  or  not  arising  from
     transactions in the ordinary course of business.

20.4 The Company has offered and sold all of its issued and outstanding  capital
     stock in accordance with the Securities Act, the Exchange Act and all rules
     and  regulations  promulgated  thereunder,   and  the  blue  sky  or  other
     securities  laws of any state the laws of which would have been  applicable
     to any such offer or sale.

20.5 Since becoming subject to the Exchange Act, the Company has complied in all
     material  respects  with the  provisions  of the Exchange Act and all rules
     promulgated  thereunder  and has filed  all  reports  required  to be filed
     pursuant  to the  Exchange  Act and all rules and  regulations  promulgated
     thereunder.

20.6 The Company and its officers,  directors and Affiliates have never been the
     subject  of an  injunction,  order or decree of the SEC or any  federal  or
     state court relating to US securities laws.

DIRECTORS' DETAILS

                                    42

<PAGE>

21.  The  answers  given by each  Director to Beeson  Gregory in his  director's
     questionnaire  and the answers given by each Director in his declaration of
     business  activities are true and accurate in all material  respects and no
     further  information  has been  withheld  which  would  make  such  answers
     misleading.
NO VIOLATION OF SECURITIES LAWS

22.1 No Group Company and no  predecessor or affiliate or associate of any Group
     Company has offered,  sold or issued any of its  securities in violation of
     any US federal  securities  laws or the securities  laws (blue sky laws) of
     any state of the US.

22.2 Notwithstanding anything set forth herein, the Company's subsidiary, Toucan
     Mining plc  (formerly  named Toucan  Mining Ltd) filed a Form 20-F with the
     SEC, which was  withdrawn.  The SEC issued a comment letter with respect to
     such Form 20-F, a copy of which has been  provided to Beeson  Gregory.  The
     comments set forth in paragraphs 9, 10, 11, 12, 18, 19, 20, 21, 32, 33, 34,
     35, 46 and 50 to 88 of the  comment  letter  may be  applicable  to reports
     filed by the  Company  with the SEC  pursuant to the  Exchange  Act or with
     respect  to  other  matters  relating  to  the  Company's  compliance  with
     applicable securities laws.  Accordingly,  any warranties set forth in this
     second schedule  relating to compliance with applicable  securities laws is
     qualified by reference to such comments.

DATA PROTECTION ACT

23.  Each  Subsidiary has complied with all  requirements of the Data Protection
     Act 1984 and in particular:

23.1 has  registered  as a data user under that Act for all  purposes  for which
     registration is required by the business as carried on by that Subsidiary;

23.2 has complied with the data protection principles; and

23.3 no Group  Company has  received any notice  letter or complaint  alleging a
     breach by a Subsidiary of the  provisions of the Data  Protection  Act 1984
     and has no reason to believe that  circumstances  exist which may give rise
     to such a notice letter or complaint.

                                       43

<PAGE>

THIRD SCHEDULE

DOCUMENTS TO BE DELIVERED

1.   A copy of the Information  Memorandum and (on the date of publication)  any
     supplemental  memorandum  required to be issued under the FSA signed by the
     directors of the Company or their attorneys.

2.   A copy of the board and  board  committee  minutes  of the  Company  in the
     Agreed  Form  relating  to  the  approval  and  issue  of  the  Information
     Memorandum and the Placing and copies of all documents referred to therein.

3.   Such number of conformed  copies of the Information  Memorandum and (on the
     date of publication) any supplementary  information  memorandum required to
     be issued as Beeson Gregory shall reasonably request.

4.   Two copies of each of the Press Announcement in the Agreed Form on the date
     of its publication.

5.   Duly executed Lock-up Agreements in the Agreed Form.

6.   Duly executed Directors' Powers of Attorney in the Agreed Form.

7.   Duly signed Directors' Responsibility Letters.

8.   The following financial documents:

*8.1 the Company's Working Capital Letter in the agreed Form;

8.2  duly signed Accountants' Consent Letter in the agreed Form;

*8.3 duly signed Financial Information Comfort Letter in the agreed Form;

*8.4 duly signed Accountants Working Capital Comfort Letter in the agreed Form;

8.5  a copy of the Accounts, duly signed by the Accountants;

8.6  a copy of the Working Capital Report in the agreed Form; and

                                         44

<PAGE>

8.7  a copy of the Management Accounts signed by a Director.

9.   An original signed copy of the Verification Notes.

10.  A copy of the  certificate of  incorporation  and by-laws or memorandum and
     articles of association  of each Group Company  current at the date of this
     agreement and the Placing Date.

11.  A copy of all board and  shareholders'  resolutions  relating to  creation,
     conversion and issue of the Placing Shares and the Option Shares.

12.  A copy of the leases and licences relating to the Properties.

13.  The original  questionnaires  of the directors of the Company  addressed to
     Beeson Gregory duly signed by such directors

14.  A copy of the signed  service  agreements and letters of appointment of the
     directors of the Company.

15.  A copy of each of the  material  contracts  referred to in the  Information
     Memorandum.

*16. A duly signed copy of the UK Legal Comfort Letter.

*17. A duly signed copy of the US Legal Comfort Letter.

18.  A duly executed copy of the Registration Rights Agreement.

19.  The  Acquisition  Agreement and all  agreements  and documents  referred to
     therein or entered into in connection therewith or pursuant thereto.

20.  The share  sale  agreement  relating  to the sale by the  Company of Toucan
     Mining  Limited and all  agreements  and  documents  referred to therein or
     entered into in connection therewith or pursuant thereto.

* to be re-delivered in an up to date version on the day before the Placing Date

                        45

<PAGE>

ANNEX A

Selling Restrictions for Offers and Sales outside the United States

Beeson Gregory  acknowledges  that the Placing Shares have not been and will not
be registered under the Securities Act and may not be offered or sold within the
USA or to, or for the  account or benefit  of, US persons  except in  accordance
with  Regulation S under the Securities Act or pursuant to an exemption from the
registration  requirements  of the Securities Act. Except as permitted by Clause
21.9.1(i), Beeson Gregory represents that neither it nor, so far as it is aware,
any selling agent appointed by it in connection with the Placing have offered or
sold the Placing  Shares or the Option  Shares,  and will not offer and sell the
Placing  Shares or the Option  Shares (i) as part of their  distribution  at any
time and (ii) otherwise  until one year after the later of the  commencement  of
the  offering and the Time of Delivery,  except in  accordance  with Rule 903 of
Regulation S under the Securities Act.  Accordingly,  Beeson Gregory agrees that
it, its  Affiliates  and all persons acting on its or their behalf will not make
offers of the  Placing  Shares  and the  Option  Shares to persons in the United
States and that at the time a buy order is originated, the buyer will be outside
the  United  States,  or it or they will  reasonably  believe  that the buyer is
outside the United States.  Further,  Beeson Gregory agrees that neither it, its
Affiliates  nor any persons  acting on its or their  behalf have engaged or will
engage in any directed  selling efforts in the United States with respect to the
Placing  Shares or the Option  Shares,  and it and they have  complied  and will
comply  with the  offering  restrictions  requirement  of  Regulation  S. Beeson
Gregory agrees to engage in hedging transactions in the Company's Class A common
stock only in accordance with the Securities Act. Beeson Gregory agrees that, at
or  prior to  confirmation  of sale of  Securities,  it will  have  sent to each
distributor,  dealer or person  receiving  a  selling  concession,  fee or other
remuneration   that  purchases   Securities  from  it  during  the  distribution
compliance  period a  confirmation  or notice  to  substantially  the  following
effect:

"The securities  covered hereby have not been registered under the US Securities
Act of 1933 (the  "Securities  Act") and may not be offered  and sold within the
United States or to, or for the account or benefit of, US persons (i) as part of
their  distribution at any time or (ii) otherwise until one year after the later
of the commencement of the offering and the closing date,  except in either case
in accordance with Regulation S under the Securities Act.  Hedging  transactions
in the Company's  common stock may only be engaged in if in compliance  with the
Securities  Act.  Terms used above have the meaning  given to them by Regulation
S".

Terms used in this paragraph have the meanings given to them by Regulation S.

                                  46