DATED 12TH APRIL 2000





                            WARDELL SECURITY LIMITED
                               (IN ADMINISTRATION)
                                                                             (1)
                      CHARLES CHRISTOPHER STEWART MACMILLAN
                                       and
                               DERMOT JUSTIN POWER
                                                                             (2)
                                       AND
                        EURO TELECOM CORPORATION LIMITED
                                                                             (3)


                                   ----------
                                    AGREEMENT
                             FOR THE SALE OF ASSETS
                                   ----------






<PAGE>


                                    CONTENTS
                                    --------
Clause                              Heading                                 Page

1        Definitions                                                     2
2        Sale and Purchase                                               4
3        The Consideration                                               4
4        Completion                                                      5
5        Excluded Assets                                                 6
6        Continuing the Business                                         7
7        The Name                                                        8
8        Accounting for the Debts                                        8
9        Records etc                                                     9
10       Exclusion of Warranties                                         9
11       Exclusion of Personal Liability                                10
12       Employees                                                      11
13       Apportionment                                                  12
14       General                                                        12
15       Waiver                                                         13
16       Provisions to Survive Completion                               14
17       Notices                                                        14
18       Publicity                                                      15
19       Counterparts                                                   15



<PAGE>

THIS AGREEMENT is made on 12th April 2000.


BETWEEN:


(1)      WARDELL SECURITY LIMITED (No. 2439972) whose registered office is at
         3rd Floor Peter House St Peter's Square Manchester Ml 5AB ("THE
         VENDOR") acting by the Administrators (as hereinafter defined);


(2)      CHARLES CHRISTOPHER STEWART MACMILLAN and DERMOT JUSTIN POWER both of
         BDO Stoy Hayward CR1 Peter House St Peter's Square Manchester Ml SAB
         (together "the Administrators");


(3)      EURO TELECOM CORPORATION LIMITED (No. 03184949) whose registered office
         is at Robinson Linell Embankment House Acorn Business Park Woodseats
         Close Sheffield South Yorkshire 58 0TB ("THE PURCHASER");


WHEREAS:


(A)      By an Administration Order ("THE ADMINISTRATION ORDER") in the High
         Court of Justice Chancery Division Manchester District Registry dated
         31st January 2000 ("THE APPOINTMENT") in proceedings, the short title
         and reference to the record of which is AO No. 1043 of 2000 In The
         Matter of Wardell Security Limited, Charles Christopher Stewart
         MacMillan and Dermot Justin Power ("THE ADMINISTRATORS") were appointed
         Joint Administrators of the Vendor.
<PAGE>


(C)      The Vendor acting by the Administrators has agreed to sell and the
         Purchaser has agreed to purchase the Vendor's business and certain of
         its assets upon the terms and subject to the conditions set out in this
         Agreement.


IT IS HEREBY AGREED:

         DEFINITIONS
         -----------


1.1      In this Agreement unless the context otherwise requires the following
         words and expressions shall have the following meanings:

         "ADMINISTRATORS' SOLICITORS" means Addleshaw Booth & Co of 100
         Barbirolli Square Manchester M2 3AB (Ref OABA\KJD\101743-94);

         "ASSETS" means the Contracts and the Goodwill;

         "BUSINESS" means the business of providing security services carried on
         by the Vendor at the Property at the Transfer Date;

         "COMPLETION" means the completion of the sale and purchase hereby
         agreed;

         "CONTRACTS" means the benefit and burden of all contracts and
         engagements entered into and of all orders placed by or with the Vendor
         or the Administrators on behalf of the Vendor in relation to the
         Business subsisting but uncompleted on the Transfer Date insofar as the
         same are capable of being assigned;

         "DEBTS" means the book and other debts and monetary claims owing to the
         Vendor as at the Transfer Date whether or not in respect of the
         Business and whether or not yet due or payable or invoiced

<PAGE>

         "EXCLUDED ASSETS" means the property rights and assets of or used by
         the Vendor which are not expressly sold pursuant to this Agreement
         including but not limited to those set out in clause 5;

         "GOODWILL" means the goodwill of the Vendor in connection with the
         Business comprising:

         (a)      exclusive liberty for the Purchaser to represent itself as
                  carrying on the Business in succession to the Vendor together
                  with the non-exclusive right (so far as the Vendor may
                  lawfully grant the same) to use the Name as a trading name;

         (b)      liberty to negotiate to take up all orders and enquiries
                  relating to the Business which have not been accepted by the
                  Vendor as at the date hereof

         (c)      liberty to use all customer lists and (in so far as not
                  referring to the Vendor and not referring to the rights or
                  property of any other person).

         "NAME" means the words "Wardell Security";

         "PROPERTY' means the properties situated at Bay 11 Appleton Thorn
         Trading Estate Warrington and Part 8th Floor North Wing Trafford House
         Chester Road Manchester;

         "RECORDS" means the Trading Records and the Statutory Books;

         "REGULATIONS" means the Transfer of Undertakings (Protection of
         Employment) Regulations 1981;

         "STATUTORY BOOKS' means the books and records which the Vendor is
         required to maintain under the Companies Act 1985;
<PAGE>

         "TRADING RECORDS" means the accounts, purchase and sale records, lists
         of orders and other books and records of the Vendor (other than the
         Statutory Books) used in the carrying on of the Business;

         "TRANSFER DATE" means the time of Completion as provided in clause 4.1.

1.2      References to statutory provisions shall be deemed to include all
         orders, regulations, statutory instruments and similar matter made in
         connection therewith or pursuant thereto as well as any modification or
         re-enactment thereof for the time being in force and shall be deemed to
         include such provisions of earlier legislation (as from time to time
         amended) which have been re-enacted (with or without modification) or
         replaced (directly or indirectly) by such Act of Parliament Treaty or
         provision;

1.3      References to a living person shall if the context so permits extend to
         his personal representatives and be enforceable accordingly;

1.4      Section 61 Law of Property Act 1925 shall apply to this Agreement;

1.5      The headings herein are for ease of reference and shall not affect
         construction;

1.6      References to Recitals, Clauses and Schedules are to be construed as
         references to the recitals and clauses of, and schedules to, this
         Agreement.

2         SALE AND PURCHASE
          -----------------

2.1      The Vendor shall sell and the Purchaser shall purchase whatever right,
         title and interest (if any) the Vendor may have in the Assets subject
         to all liens, obligations, licences and encumbrances relating thereto
         on the terms and for the consideration set out in this Agreement.
<PAGE>

3        THE CONSIDERATION
         -----------------

3.1      The aggregate consideration for the sales and purchases of the Assets
         shall be the sum of(pound)125,000 plus Value Added Tax (if any).

3.2      Subject to clauses 3.3, and 3.4 of this clause the Purchaser shall not
         pay any Value Added Tax upon the consideration referred to in clause
         3.1 the parties being of the view that this is a transaction which by
         virtue of paragraph 12 Value Added Tax (Special Provisions) Order 1995
         SI. No.1995/1268 is not to be treated as either a supply of goods or a
         supply of services;

3.3      If and to the extent to which all or any of the Assets are for any
         reason subject to Value Added Tax then the Purchaser shall against
         receipt of a Value Added Tax invoice pay to the Administrators on
         behalf of the Vendor forthwith on demand the Value Added Tax due
         relative to such sale together with all interest and penalties which
         may be payable thereon; and

3.4      The Purchaser undertakes and warrants that it is registered or will as
         a result of this transaction become registerable for Value Added Tax
         purposes and that it intends to use the Assets to carry on with effect
         from the Transfer Date the same kind of business as the Business.

3.5      The Purchaser shall be solely responsible for all stamp duty payable on
         this Agreement or arising out of it.


4        COMPLETION
         ----------

4.1      Completion shall take place at the offices of the Administrators
         Solicitors immediately after exchange of this Agreement when:

         (a)      the Purchaser shall pay to the Administrators on behalf of the
                  Vendor the sum of (pound)125,000 being the monetary
                  consideration for the sale and purchase of the Assets;

         (b)      the Vendor shall leave at the Property all such items of the
                  Assets as are transferable by delivery; and

         (c)      neither the Vendor nor the Administrators shall have any
                  obligation to the Purchaser to identify or deliver any such
                  items of the Assets to the Purchaser or to take any positive
                  steps whatsoever (including but not limited to seeking or
                  obtaining any requisite consent of any person not party
                  hereto) relating thereto to the enable the Purchaser to obtain
                  the same.

5        EXCLUDED ASSETS
         ---------------

5.1      It is agreed and declared (for the avoidance of doubt) that any assets
         or items owned by or in the possession of the Vendor other than the
         Assets are excluded from the sale under this Agreement. In particular
         but without prejudice to the generality of the foregoing the following
         assets or items owned by or in the possession of the Vendor are amongst
         the Excluded Assets:

         (a)      The Debts and all guarantees, indemnities, securities, rights
                  of retention of title and liens for the same;

         (b)      All deposits, prepayments, cheques, bills, notes or securities
                  received by the Vendor or the Administrators on behalf of the
                  Vendor on or before the Transfer Date and any cash in hand and
                  at bank;

         (c)      Any claim or potential claim under any insurance arising from
                  any act occurring on or before the date hereof;

         (d)      Any interest of the Vendor in any freehold or leasehold
                  property;

         (e)      The Statutory Books and the Trading Records;
<PAGE>

         (f)      The interest of the Vendor in any motor vehicles or other
                  chattel assets;

         (g)      The benefit of all agreements which are not assignable or of
                  which a purported assignment would be a breach or would
                  constitute an event of default or termination;

(h)               All investments in shares or securities of the Vendor
                  (including shares and securities and other rights of
                  whatsoever nature of the Vendor in subsidiaries (if any) and
                  all moneys from time to time owing to the Vendor from such
                  subsidiaries);

         (i)      Any interest the Vendor may have in or to any pension fund(s);

         (j)      All computer software (if any) of the Vendor;

         (k)      Any third party items;

         (l)      All other items or assets of the Vendor not specifically
                  mentioned in clause 2 of this Agreement.

6        CONTINUING THE BUSINESS
         -----------------------

6.1      The Purchaser hereby undertakes with the Vendor and the Administrators
         at the Purchasers expense:

6.2

         (a)      to complete in a proper and workmanlike manner and meet all
                  liabilities in connection with the Contracts and to indemnify
                  the Vendor and the Administrators and their respective estates
                  and effects against all, obligations, liabilities, actions,
                  proceedings, costs, expenses, claims, demands, losses and
                  outgoings of whatsoever nature or description arising out of
                  or by virtue of the Contracts or of any breach or
                  non-observance by the Purchaser of the Vendor's obligations
                  under the Contracts or of the Purchaser's obligations under
                  this Agreement;
<PAGE>

         (b)      To keep the Vendor and the Administrators and their respective
                  estates and effects fully indemnified against all losses
                  proceedings claims liabilities costs and expenses whatsoever
                  in respect of any act omission neglect or default by the
                  Purchaser in connection with the Property the Business or the
                  Assets or any of them or in respect of the use of the Assets
                  or any of them.


7        THE NAME
         --------

7.1      Without compulsion on the Vendor or the Administrators to change the
         name of the Vendor it is hereby agreed that neither the Vendor nor the
         Administrators shall object to the use by the Purchaser of the Name as
         or in a trading name of the Purchaser.

8        ACCOUNTING FOR THE DEBTS
         ------------------------

8.1      The Purchaser undertakes forthwith to pay over to the Administrators
         all monies received by it due to the Vendor or the Administrators. The
         Purchaser acknowledges that all such monies are received by it as
         trustee for the Vendor and that if for any reason it is not possible to
         pay any such monies direct to the Administrators then such monies shall
         be paid by the Purchaser into a separate bank account; and

8.2      For the avoidance of doubt the Purchaser acknowledges that:-

         (a)      all monies received by the Purchaser on or after the Transfer
                  Date which shall not have been attributed by a payer either to
                  the Debts or the Purchaser's debts shall be attributed to the
                  Debts; and

         (b)      all moneys owing to the Vendor for goods delivered or services
                  provided and/or invoiced to any customer of the Business on or
                  before the Transfer Date shall continue to belong to the
                  Vendor and the Purchaser shall not be entitled to recover from
                  the Vendor or the Administrators any deposits or payments by
                  customers prior to the Transfer Date.
<PAGE>

9        RECORDS ETC
         -----------

9.1      If the Vendor shall leave any of the Records or any books, files or
         other documents not included in this sale in the possession of the
         Purchaser then the Purchaser hereby acknowledges and agrees that they
         are the property of the Vendor and will not be removed from the
         possession of the Purchaser and the Purchaser permits the Vendor and/or
         the Administrators and their respective servants and agents access to
         such Records, books, files or other documents in order to inspect deal
         with or remove the same.

10       EXCLUSION OF WARRANTIES
         -----------------------

10.1     The Purchaser admits that the Purchaser has inspected and made all
         investigations it wishes concerning the Assets and that the Purchaser
         enters into this Agreement solely as a result of that inspection and
         investigation and on the basis of the terms of this Agreement and not
         in reliance upon representations or warranties whether written or oral
         express or implied made by or on behalf of the Vendor or the
         Administrators or their employees or any agents or representatives
         thereof or any of them;

10.2     No warranty or representation on the part of the Vendor or the
         Administrators or their staff or any agents or representatives thereof
         or any of them as to the title, state, quality, quantity, description
         or fitness of the Assets or any of them is given or to be implied by
         this Agreement nor by anything said or written by or on behalf of the
         Vendor or the Administrators or their staff or any agents or
         representatives thereof or any of them either before during or
         subsequent to the negotiations between the parties hereto;

10.3     So far as it is permissible by law to do so any statutory or common law
         warranties, representations guarantees or conditions that might
         otherwise be implied as to the title, state, quality, quantity
         description or fitness of the Assets or any of them are hereby
         expressly excluded;
<PAGE>

10.4     The Purchaser acknowledges that it has satisfied itself, or has had the
         opportunity of satisfying itself as to the accuracy of the schedules to
         this Agreement and that no error or omission as to the title, state,
         quality, quantity, description or fitness of the Assets or any of them
         shall invalidate this sale and purchase or be the subject of any claim
         by the Purchaser; and


10.5     Each of the sub-clauses hereinbefore contained shall be construed
         separately.

11       EXCLUSION OF PERSONAL LIABILITY
         -------------------------------

11.1     The Administrators are party to this Agreement solely for the purpose
         of receiving the benefit of the indemnities exclusions and other
         provisions in their favour herein contained. Notwithstanding that the
         negotiation for this Agreement may have been conducted and that the
         same (and/or any other agreement or document referred to herein or
         connected herewith) may have been executed by the Administrators (or
         one of them or a member of their staff) whether for and on behalf of
         the Vendor or otherwise it is hereby expressly agreed and declared that
         no personal liability under or in connection with this Agreement (or
         any such other agreement or document) shall fall upon the
         Administrators or either of them or any member of their staff nor shall
         any liability of the Vendor hereunder rank as an expense of the
         Administration;

11.2     Insofar (if at all) as the Purchaser is or becomes a creditor of the
         Vendor the Purchaser will not set off or attempt to set off any monies
         owing to it by the Vendor against all or any of the purchase price or
         other monies payable under the terms of this Agreement.


12       EMPLOYEES
         ---------

For the avoidance of any doubt and notwithstanding any other provision of this
Agreement the Purchaser acknowledges and agrees that:

12.1     this Agreement and the transfer of the undertaking and assets of the
         Business effected hereby are governed by the Regulations and that the
         Purchaser shall be solely responsible for all claims by and liabilities
         to every employee referred to in clause 12.2

12.2     in accordance with the Regulations the contracts of employment of each
         employee of the Vendor engaged in the Business shall be automatically
         transferred to the Purchaser with effect at the latest from the
         Transfer Date

12.3     if for any reason the Regulations do not effect the automatic transfer
         to the Purchaser of the contract of employment of any employee of the
         Vendor in the Business that employee shall be deemed to have been
         dismissed by the Vendor at the Transfer Date and re-engaged by the
         Purchaser with effect therefrom and the Purchaser shall be solely
         responsible for all claims by and liabilities to every such employee

12.4     neither the Vendor nor the Administrators shall have under or in
         connection with this Agreement or any document transaction or matter
         referred to herein or therein any liability to the Purchaser directly
         or indirectly relating to:

         (a)      the Vendor and/or the Administrators for any reason or at any
                  particular time or at all not having terminated or not having
                  been able to terminate by reason of redundancy or otherwise
                  the contracts of employment of some or all of the Vendor's
                  employees or former employees

         (b)      the Purchaser for any reason being or becoming actually or
                  potentially liable for any redundancy or compensatory or other
                  contribution, benefit or other payment(s) to or in respect of
                  any employee or former employee of the Vendor or of any other
                  employer and/or the Purchaser being or becoming the employer
                  of any such person
<PAGE>

13       APPOINTMENT
         -----------

13.1     There shall be no appointments as between the Vendor, the
         Administrators and the Purchaser or any third party of any outgoings of
         any nature in respect of the Business or any of the Assets or the
         Property.

14       GENERAL
         -------

14.1     All payments to be made or procured and all indemnities to be afforded
         by the Purchaser to the Vendor or to any other person under or in
         connection with this Agreement shall be liable to be paid or afforded
         or procured to be paid or afforded without assertion of any lien equity
         set-off or counterclaim whatsoever by or on behalf of the Purchaser and
         all such payments hereunder to the Vendor shall be effected by the
         payment of cleared sterling funds.

14.2     It is agreed by the Purchaser that the terms and conditions of this
         Agreement and the exclusions and limitations herein contained are fair
         and reasonable in the context of a sale of the assets of a company in
         administration bearing in mind:

         (a)      that the Purchaser agrees and acknowledges that it has entered
                  into this Agreement on the basis that the Assets, and the
                  respective titles thereto are sold in their present state and
                  condition and that the Purchaser must rely and has relied upon
                  its own opinion and professional advice in relation to the
                  assets the said titles thereto and to the terms of this
                  Agreement the Purchaser and its professional advisers having
                  been given the opportunity to inspect the same; and

         (b)      that the consideration payable hereunder has been agreed on
                  the basis that it takes into account the risk to the Purchaser
                  represented by the fact that all the parties believe the said
                  terms and conditions, exclusions and limitations will be
                  recognised as fully effective by the Court;

14.3     This document shall be governed by and be construed in accordance with
         English Law and the parties submit to the jurisdiction of the English
         Courts;
<PAGE>

14.4     In the event that any clause of this Agreement shall be held to be
         unenforceable by any Court of Competent Jurisdiction the same shall
         cease to be binding on the parties but the remaining provisions of this
         Agreement shall continue in full force and effect;

14.5     This Agreement and the documents to be entered into pursuant to its
         terms together represent the entire agreement between the parties with
         regard to their subject matter;

14.6     It is agreed and declared by the parties hereto that this Agreement and
         the terms hereof are not intended expressly or impliedly to confer on
         any third party any rights pursuant to the provisions of the Contracts
         (Rights of Third Parties) Act 1999 save in relation to the
         Administrators' partners firm employees agents and representatives as
         referred to in this Agreement.


15       Waiver
         ------

15.1     No failure to exercise and no delay in exercising on the part of the
         Vendor or the Administrators any right power or privilege hereunder
         shall operate as a waiver thereof nor shall any single or partial
         exercise of any such right, power or privilege preclude any further or
         other exercise thereof or the exercise of any other right, power or
         privilege.

16       PROVISIONS TO SURVIVE COMPLETION
         --------------------------------

16.1     All the provisions of this Agreement shall so far as they are capable
         of being performed and observed remain in hill force and effect
         notwithstanding completion of any part of this Agreement except in
         respect of those matters then already performed.

<PAGE>

17       Notice
         ------

17.1     Any notice or demand to be made hereunder shall be made in writing in
         the English language and may be served at the address of the relevant
         party shown at the commencement of this Agreement or in the case of a
         company at the registered office for the time being of the company to
         be served or to such other address in England as the person to be
         served may have notified in substitution for such address or registered
         office;


17.2     Service may be effected either by hand delivery, facsimile or by first
         class post. If affected by delivery by hand service shall be deemed to
         have taken place on delivery. If delivery by facsimile, service shall
         be deemed to have taken place upon transmission and if effected by
         first class post, service shall be deemed to have taken place at noon
         on the business day following posting.


17.3     In proving service by first class post, it shall be sufficient to prove
         that an envelope correctly addressed and duly stamped containing the
         item(s) to be served was duly placed into the post; and


17.4     The Vendor hereby gives notice for the purposes of clause 17.1 above
         that any such notice or demand to be served upon it should be sewed at
         the offices of the Administrators' Solicitors marked `For the immediate
         attention of Ged Barnes" rather than to its registered office.

18       PUBLICITY
         ---------

18.1     Save as required by law the Purchaser shall not divulge to any third
         party (except its professional advisers who shall also keep the same
         confidential) any information regarding the existence or subject matter
         of this Agreement without the prior written consent of the
         Administrators.

<PAGE>

19       COUNTERPARTS
         ------------

19.1     This Agreement may be executed in any number of counterparts and this
         shall have the same effect as if the signatures on the counterparts
         were on a single copy of this Agreement.


AS WITNESS the hands of the parties hereto or their duly authorised agents or
attorneys the day and year first before written.

SIGNED by C C S MACMILLAN
as Joint Administrative Receiver acting
without personal liability for and on behalf
of WARDELL SECURITY LIMITED
in the presence of:


Witness

Signature

Name

Address


Occupation


SIGNED by C C S MACMILLAN on
behalf of himself and D J POWER
in the presence of


Witness

Signature


Name

Address

Occupation