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                                                                     Exhibit 2.3

                                                                  CONFORMED COPY

DATED                                                          25TH JANUARY 2001
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                  1. THE SHAREHOLDERS SET FORTH ON SCHEDULE 1

                  2. THE OPTIONHOLDERS SET FORTH ON SCHEDULE 1

                               3. NATCO GROUP INC.











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                           SALE AND PURCHASE AGREEMENT

                in relation to the entire issued share capital of

                               AXSIA GROUP LIMITED
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                             Vinson & Elkins L.L.P.
                                  Regis House
                             45 King William Street
                                London EC4R 9AN


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                                TABLE OF CONTENTS

1.   INTERPRETATION............................................................1
     1.1     Definitions.......................................................1
     1.2     Construction of Certain References................................7
     1.3     Headings..........................................................8
     1.4     Schedules.........................................................8
2.   SALE OF SHARES............................................................8
     2.1     Sale and Purchase.................................................8
     2.2     No Sale of Part Only..............................................8
     2.3     Waiver of Pre-emption Rights......................................9
3.   CONSIDERATION.............................................................9
4.   CONDITIONS................................................................9
     4.1     Conditions........................................................9
     4.2     Waiver...........................................................10
5.   COMPLETION...............................................................10
     5.1     Date and Place of Completion.....................................10
     5.2     Vendors' Obligations.............................................10
     5.3     Purchaser's Obligations..........................................12
     5.4     Failure to Complete..............................................13
6.   PURCHASER'S RIGHT OF ACCESS..............................................13
     6.1     Right of Access..................................................13
     6.2     Excluded Items...................................................14
     6.3     No Solicitation of Personnel.....................................15
7.   RESTRICTION OF VENDORS...................................................15
     7.1     Restricted Business..............................................15
     7.2     Covenants........................................................15
     7.3     Vendors to Procure Compliance....................................16
     7.4     Separate Covenants...............................................16
     7.5     Reasonableness...................................................16
     7.6     Void or Unenforceable Restrictions...............................16
     7.7     Confidential Information Concerning the Company..................16
8.   WARRANTIES...............................................................17
     8.1     General..........................................................17
     8.2     Purchaser's knowledge............................................17
     8.3     Warranties to be independent.....................................17
     8.4     Survival and Breach..............................................17
     8.5     Damages..........................................................18
     8.6     Vendor Protection................................................18
     8.7     Pending Completion...............................................20
     8.8     Liaison on Conduct of Business...................................20
     8.9     Further Disclosure by Vendors....................................21
     8.10    Rescission.......................................................21
     8.11    Waiver of Claims.................................................21
9.   ANNOUNCEMENTS............................................................21
     9.1     Restriction......................................................21
     9.2     Permitted Announcements..........................................21


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     9.3     Confidential Information.........................................22
     9.4     Continuance of Restrictions......................................22
10.  PROVISIONS RELATING TO THIS AGREEMENT....................................22
     10.1    Assignment.......................................................22
     10.2    Exclusivity......................................................22
     10.3    Whole Agreement..................................................23
     10.4    Agreement Survives Completion....................................23
     10.5    Rights, Powers, Privileges and Remedies..........................23
     10.6    Release of Vendors...............................................24
     10.7    Further Assurance................................................24
     10.8    Invalidity.......................................................24
     10.9    Payment to the Vendors...........................................24
     10.10   Counterparts.....................................................24
     10.11   Costs............................................................24
     10.12   Notices..........................................................25
11.  LAW AND JURISDICTION.....................................................27
     11.1    English Law......................................................27
     11.2    Jurisdiction.....................................................27


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THIS AGREEMENT is dated the 25th day of January 2001 and made BETWEEN:

         1.       Each of the Shareholders set forth in Part I of Schedule 1
                  (The Vendors and the Company) (a "Shareholder" and,
                  collectively, the "Shareholders");

         2.       Each of the Optionholders set forth in Part III of Schedule 1
                  (The Vendors and the Company) (an "Optionholder" and,
                  collectively, the "Optionholders"); and

         3.       NATCO Group Inc., a Delaware corporation (the "Purchaser").


WHEREAS:

The Vendors wish to sell and the Purchaser wishes to acquire the entire issued
share capital of Axsia Group Limited on and subject to the terms of this
Agreement.

NOW IT IS HEREBY AGREED as follows:

1.       INTERPRETATION

1.1      Definitions

         In this Agreement where the context admits:

         "Affiliate" means a Person controlling, controlled by or under common
         control with another Person. For this purpose, control shall mean the
         ability to direct the management and affairs of a Person, whether
         through ownership of securities, by contract or otherwise;

         "Audited Accounts" means (i) the audited consolidated balance sheet of
         the Company and the Subsidiaries made up as at the Balance Sheet Date;
         (ii) the audited consolidated profit and loss account, the audited
         consolidated statement of total recognised gains and losses and the
         audited consolidated statement of cash flows of the Company and the
         Subsidiaries in respect of the financial year ending on the Balance
         Sheet Date ; (iii) the audited balance sheets of the Company and each
         of the Subsidiaries made up as at the Balance Sheet Date; and (iv) the
         audited profit and loss accounts, the audited statements of total
         recognised gains and losses and the audited statements of cash flows of
         the Company and each of the Subsidiaries in respect of the financial
         year ending on the Balance Sheet Date, including, in each case, the
         notes thereto and the directors' reports and auditors' reports, true
         copies of all of which will be annexed to the Disclosure Letter;

         "Authorisation" means any franchise, permit, license, authorisation,
         order, certificate, registration or other consent or approval granted
         by any Court, Governmental Authority or other party contracting with
         the Company or any Subsidiary;

         "Axsia Scheme" means the TGE pension scheme currently governed by a
         deed dated 24 July 1996;

         "Balance Sheet Date" means December 31, 1999;


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         "Beneficial Owner" means, when used in the context of the ownership of
         a security, any Person who, directly or indirectly, through any
         contract, arrangement, understanding, relationship or otherwise, has or
         shares with respect to such security (i) voting power (which includes
         the power to vote, or to direct the voting of, such security) and/or
         (ii) investment power (which includes the power to dispose of, or to
         direct the disposition of, such security);

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

         "Company" means Axsia Group Limited, a company registered in England
         under number 3508104 and incorporated on 11 February, 1998 as a private
         company limited by shares under the Companies Act 1985;

         "Companies Acts" means statutes from time to time in force concerning
         companies including the Companies Act 1985, the Companies Act 1989,
         Part V of the Criminal Justice Act 1993 and the Companies Consolidation
         (Consequential Provisions) Act 1985;

         "Completion" means completion of the sale and purchase of the Sale
         Shares in accordance with Clause 5 (Completion);

         "Completion Date" means the date for Completion which is agreed between
         the parties following satisfaction or waiver of the Conditions and not
         (save as set out in Sub-Clause 5.4A) later than the Final Completion
         Date;

         "Computer Systems" means the Hardware, Software and Data;

         "Conditions" means the conditions set out in Sub-Clause 4.1
         (Conditions);

         "Continuing Directors" means the persons to be designated by the
         Purchaser as continuing directors of the Company and the Subsidiaries
         following Completion (which shall not include any directors appointed
         by any of the Institutional Vendors);

         "Court" means any court or arbitration tribunal established and
         functioning under the Laws of any nation or state, including the United
         Kingdom, the United States of America, or any political subdivision
         thereof;

         "Data" means any data or information used by or for the benefit of the
         Company or any of the Subsidiaries at any time and stored
         electronically at any time;

         "Directors" means the persons serving as directors of the Company and
         the Subsidiaries on the date of this Agreement;

         "Disclosure Letter" has the meaning given in Sub-Clause 8.1 (General);

         "Encumbrance" includes any interest or equity of any Person (including
         any right to acquire, option or right of pre-emption) or any mortgage,
         charge, pledge, lien, assignment, hypothecation, security interest
         (including any created by law), title retention


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         or other security agreement or arrangement or a rental, hire purchase,
         credit sale or other agreement for payment on deferred terms;

         "Final Completion Date" means the date which is the later of March 15,
         2001 and 15 Business Days following delivery of the Disclosure Letter
         contemplated by Sub-Clause 8.1 hereof;

         "Governmental Authority" means any national, federal, regional, state,
         local or other governmental agency, authority, administrative agency,
         regulatory body, commission or instrumentality (other than a Court),
         including any multinational authority having governmental or
         quasi-governmental powers;

         "Hardware" means any computer equipment used by or for the benefit of
         the Company or any of the Subsidiaries at any time including, without
         limitation, PCs, mainframes, screens, terminals, keyboards, disks,
         printers, cabling, and all associated and peripheral electronic
         equipment but excluding all Software;

         "ICG Option" means the option in favour of the holders of the
         Preference Shares at the date of this Agreement pursuant to the amended
         and restated call option deed dated 1 May 1998 under which such
         preference shareholders have an option to acquire certain ordinary
         shares in the Company from SUK BOF III Nominees Limited;

         "Institutional Vendors" means the holders of the Preference Shares at
         the date of this Agreement, Meggitt Properties Plc and SUK BOF III
         Nominees Limited;

         "Intellectual Property" means patents, trade marks, service marks,
         rights (registered or unregistered) in any designs and applications for
         any of the foregoing; trade or business names; copyright (including
         rights in computer software) and topography rights; know-how; secret
         formulae and processes; lists of suppliers and customers and other
         confidential and proprietary knowledge and information; rights
         protecting goodwill and reputation; database rights and rights under
         licences and consents in relation to such things and all rights or
         forms of protection of a similar nature to any of the foregoing or
         having equivalent effect anywhere in the world;

         "Intellectual Property Agreements" means agreements or arrangements
         relating in any way, whether wholly or partly, to Intellectual
         Property;

         "Knowledge" means that which is actually known or understood. The
         Knowledge of the Vendors at any given time shall mean the Knowledge of
         any of the Vendors at that time;

         "Laws" means all laws, statutes and ordinances of any nation or state,
         including the United Kingdom, the United States of America, and any
         political subdivision thereof, and including all decisions of Courts
         having the effect of law in any such jurisdiction;

         "Leased Properties" means the Properties indicated in Schedule 4
         (Particulars of Property) as held by the Company or a Subsidiary under
         lease, sub-lease, tenancy or other agreement;


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         "Listed Intellectual Property" means the Intellectual Property which
         will be referred to in the list annexed to the Disclosure Letter;

         "Listed Intellectual Property Agreements" means the Intellectual
         Property Agreements which will be set out in the list annexed to the
         Disclosure Letter;

         "Management Accounts" means (i) the consolidated balance sheet of the
         Company and the Subsidiaries made up as at December 31, 2000; (ii) the
         consolidated profit and loss account and the consolidated statement of
         cash flows of the Company and the Subsidiaries for the period from the
         Balance Sheet Date to December 31, 2000; (iii) the balance sheets of
         the Company and each of the Subsidiaries made up as at December 31,
         2000; and (iv) the profit and loss accounts and the statements of cash
         flows of the Company and each of the Subsidiaries for the period from
         the Balance Sheet Date to December 31, 2000, true copies of all of
         which will be annexed to the Disclosure Letter;

         "Material" (and its correlative term "Materially") means, when used in
         the context of any representation, warranty, covenant or condition with
         respect to a Person, material to the business, assets, results of
         operations, condition (financial and otherwise) or prospects of the
         specified Person and its subsidiaries, if any, taken as a whole, or,
         when used with reference to the business of the Company and the
         Subsidiaries, the term shall apply to all the business of the Company
         and the Subsidiaries taken as a whole; provided, however, that, if the
         subject matter modified by the term "Material" can be expressed in
         monetary terms, the term "Material" shall mean not less than
         (pound) 500,000;

         "Material Adverse Effect" means, when used in any representation,
         warranty, covenant or condition of a Person, any condition,
         circumstance, event, change or effect that would be material and
         adverse to the business, assets, results of operations, condition
         (financial and otherwise) or prospects of specified Person and its
         subsidiaries, if any, taken as a whole, or, when used with reference to
         the business of the Company and the Subsidiaries, the term shall apply
         to all the business of the Company and the Subsidiaries taken as a
         whole; provided, however, that, if the subject matter to which the term
         "Material" is to be applied can be expressed in monetary terms, the
         term "Material" shall mean not less than (pound) 500,000;

         "Material Subsidiaries" means the Subsidiaries details of which are set
         out in Parts I, II, III, IV, V and VIII of Schedule 2;

         "Non-Institutional Vendors" means those Vendors who are not
         Institutional Vendors;

         "Options" shall mean the outstanding options to acquire a total of
         148,144 "A" Ordinary Shares in the capital of the Company;

         "Optionholders" means the persons listed in Part III of Schedule 1 (The
         Vendors and the Company) as the holders of the Options;

         "Order" means any judgment, order or decree of any Court or
         Governmental Authority of competent jurisdiction;


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         "Owned Properties" means the Properties indicated in Schedule 4
         (Particulars of Properties) as owned by the Company or a Subsidiary;

         "Person" means an individual, partnership, limited liability company,
         corporation, joint stock company, trust, estate, joint venture,
         association or unincorporated organization, or any other form of
         business or professional entity and shall be construed so as to include
         that Person's assigns, transferees or successors in title, but shall
         not include a Court or Governmental Authority;

         "Preference Shares" means the 7,170,000 preference shares
         of (pound) 0.999 each in the Company;

         "Preference Shareholders" means the holders of the Preference Shares
         of (pound) 0.999 each in the Company on the Completion Date;

         "Preference Share Transfer" means the aggregate transfer of 3,693,694
         Preference Shares from the holders thereof at the date hereof as
         contemplated pursuant to Clause 10.14;

         "Principal Warrantors" means the Vendors other than the Preference
         Shareholders (in their capacity as such);

         "Properties" means the properties particulars of which are set out in
         Schedule 4 (Particulars of Properties);

         "Records" has the meaning given in Sub-Clause 2.7(A) of Schedule 3
         (Warranties and Representations);

         "Regulation" means any regulation, policy, protocol, proclamation,
         executive order or ordinance issued or otherwise applicable under
         applicable Laws or issued or promulgated by any Governmental Authority
         having the effect of Law or any rule or regulation of any
         self-regulatory organization, such as a national securities exchange in
         the United Kingdom or the United States of America;

         "Relevant Claim" has the meaning given in Paragraph (C) of Sub-Clause
         8.6 (Vendor Protection);

         "Restricted Business" has the meaning given in Sub-Clause 7.1
         (Restricted Business);

         "Sale Shares" means the shares to be bought and sold pursuant to Clause
         2.1 (Sale of Shares) being all the issued ordinary shares in the
         capital of the Company (including any shares issued prior to Completion
         upon exercise of the Options);

         "Shareholders" means the persons named in Part I of Schedule 1 as the
         holders of the Preference Shares and the "A" Ordinary, "B" Ordinary and
         "C" Ordinary Shares in the capital of the Company;


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         "Software" means any set of instructions for execution by
         microprocessor used by or for the benefit of the Company or any of the
         Subsidiaries at any time, irrespective of application, language or
         medium;

         "Subsidiaries" means each body corporate set forth in Schedule 2 (The
         Subsidiaries) being those bodies corporate in which the Company,
         directly or indirectly, owns outstanding capital stock or other voting
         securities having the power, under ordinary circumstances, to elect a
         majority of the directors or similar members of the governing body of
         such body corporate or otherwise to direct the management and policies
         of such body corporate;

         "Taxation" and "Tax" includes (without limitation) corporation tax,
         advance corporation tax, the charge under Section 419 of the Taxes Act
         1988, income tax, capital gains tax, the charge under Section 601(2) of
         the Taxes Act 1988, value added tax, excise duties, the charge to tax
         under Schedule 9A of the Value Added Tax Act 1994, customs and other
         import duties, inheritance tax, stamp duty, stamp duty reserve tax,
         capital duties, national insurance contributions, local authority
         council taxes, petroleum revenue tax, foreign taxation and duties,
         amounts payable in consideration for the surrender of group relief or
         advance corporation tax or refunds pursuant to Section 102 of the
         Finance Act 1989 and any payment whatsoever which the Company may be or
         become bound to make to any Person or Governmental Authority as a
         result of the operation of any enactment relating to any such taxes or
         duties and all penalties, charges and interest relating to any of the
         foregoing or resulting from a failure to comply with the provisions of
         any enactment relating to taxation;

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

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

         "Value Added Tax" and "VAT" mean value added tax as provided for in the
         Value Added Tax Act 1994 and legislation supplemental thereto or
         replacing, modifying or consolidating it; references to income or
         profits or gains earned, accrued or received shall include income or
         profits or gains treated as earned, accrued or received for the
         purposes of any legislation; and references to the "Company" include
         each of the Subsidiaries;

         "Vendors" means the Shareholders and the Optionholders;

         "Vendors' Solicitors" means Lovells;

         "Warranties" means the warranties and representations set out in Clause
         2 of Schedule 3 (Warranties and Representations);

         any question whether a Person is connected with another shall be
         determined in accordance with the Taxes Act 1988, Section 839 (subject
         to the deletion of the words from "Except" to "arrangements" in
         sub-section (4) thereof) which shall apply in relation to this Schedule
         as it applies in relation to that Act; and


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         references to any Act, statutory instrument, regulation, by-law or
         other requirement of English law and to any English legal term for any
         action, remedy, method of judicial proceeding, legal document, legal
         status, court, official or any legal concept or thing shall in respect
         of any jurisdiction other than England be deemed to include that which
         most nearly approximates in that jurisdiction to the English legal
         term.

         Where, in this Agreement, a term is defined in and for the purposes of
         a particular Clause, Sub-Clause, Paragraph or Sub-Paragraph the
         relevant definition shall apply, where the context admits, for all
         other purposes of this Agreement.

         Where this Agreement refers to procurement by the Vendors, such
         procurement shall mean:

         (a)      with respect to each Vendor that it shall procure that any
                  voting powers exercisable by it at a general meeting of the
                  Company shall be exercised in a manner consistent with the
                  procurement of the matter concerned;

         (b)      with respect to any directors of the Company who have been
                  appointed by an Institutional Vendor, that the relevant
                  Institutional Vendor shall direct such appointed director to
                  act (subject to his fiduciary duties) in a manner consistent
                  with the procurement of the matter concerned; and

         (c)      where any Vendor is also a director or controlled by a person
                  who is a director of the Company, that such Vendor (or the
                  person in control of such Vendor) shall procure that the
                  relevant director acts (subject to his fiduciary duties) in a
                  manner consistent with the procurement of the matter
                  concerned.

1.2      Construction of Certain References

         In this Agreement, where the context admits:

         A.       words and phrases the definitions of which are contained or
                  referred to in Part XXVI of the Companies Act 1985 shall be
                  construed as having the meanings thereby attributed to them;

         B.       references to statutory provisions shall be construed as
                  references to those provisions as amended or re-enacted or as
                  their application is modified by other provisions from time to
                  time and shall include references to any provisions of which
                  they are re-enactments (whether with or without modification);

         C.       references to Clauses and Schedules are references to Clauses
                  and Schedules of and to this Agreement, references to
                  Sub-Clauses or Paragraphs are, unless otherwise stated,
                  references to Sub-Clauses or Paragraphs of the Clause or
                  Sub-Clause of this Agreement in which the reference appears,
                  and references to this Agreement include the Schedules;


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<PAGE>   11


         D.       references to any document being in "agreed terms" or in
                  "agreed form" are to that document in the form signed or
                  initialled by or on behalf of the parties for identification;
                  and

         E.       words importing the singular shall include the plural and vice
                  versa;

         F.       the words "includes," "including," "particularly" and "in
                  particular" shall be construed as being by way of illustration
                  or emphasis only and shall not be construed as, nor shall they
                  take effect as, limiting the generality of any preceding
                  words; and

         G.       the words "other" and "otherwise" shall not be construed
                  ejusdem generis with any foregoing words where a wider
                  construction is possible.

1.3      Headings

         The headings and sub-headings are inserted for convenience only and
shall not affect the construction of this Agreement.

1.4      Schedules

         Each of the Schedules shall have effect as if set out herein.


2.       SALE OF SHARES

2.1      Sale and Purchase

         A.       Subject to the terms of this Agreement, each Vendor with full
                  title guarantee for its Sale Shares shall sell and the
                  Purchaser shall purchase, free from all Encumbrances and
                  together with all rights now or hereafter attaching thereto
                  the number of Sale Shares set out in Schedule 1 in respect of
                  such Vendor (as may be amended pursuant to Clause 10.14) (plus
                  a further 148,144 "A" Ordinary Shares if the same are issued
                  pursuant to exercise of the Options), comprising in aggregate
                  the entire issued ordinary share capital of the Company.

         B.       On Completion, the Purchaser shall procure that the Company
                  shall redeem in full the Preference Shares by paying the
                  Preference Shareholders the sum of(pound)7,162,830.

2.2      No Sale of Part Only

         The Purchaser shall not be obliged to complete the purchase of any of
         the Sale Shares unless the purchase of all the Sale Shares and the
         redemption of the Preference Shares are completed simultaneously.


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<PAGE>   12


2.3      Waiver of Pre-emption Rights

         Each of the Vendors hereby waives any pre-emption rights he may have
         relating to the Sale Shares, whether conferred by the Company's
         Articles of Association or otherwise.


3.       CONSIDERATION

         The total consideration for the "A" Ordinary Shares, the "B" Ordinary
         Shares and the "C" Ordinary Shares in issue on Completion shall be the
         sum of (pound)25.668 per share (it being agreed that the total of the
         amounts payable under this Clause 3 plus any amounts paid or payable by
         the Company to the Optionholders in respect of cancellation of Options
         and amounts paid or payable by the Company in respect of redemption of
         the Preference Shares shall be (pound)31,500,000).


4.       CONDITIONS

4.1      Conditions

         Completion is conditional upon:

         A.       The Purchaser being satisfied in its sole discretion with the
                  results of its legal, financial and business due diligence
                  investigations contemplated by Clause 6 (Purchaser's Right of
                  Access);

         B.       The Purchaser having obtained, on terms and conditions
                  satisfactory to the Purchaser in its reasonable commercial
                  discretion, all of the financing required to consummate the
                  transactions contemplated by this Agreement;

         C.       no Material Adverse Effect having occurred with respect to the
                  Company since the date of this Agreement;

         D.       All of the Material consents and approvals requested by the
                  Purchaser and required from Governmental Authorities or from
                  any other party contracting with the Company or any other
                  Subsidiary in order to implement fully the terms of this
                  Agreement having been duly obtained;

         E.       The Purchaser having procured all Material consents and
                  approvals requested by the Vendor and required of it from
                  Governmental Authorities or third parties in order to
                  implement fully the terms of this Agreement;

         F.       The Non-Institutional Vendors, the Company and the
                  Subsidiaries having complied with the restrictions on the
                  activities of the Non-Institutional Vendors, the Company and
                  the Subsidiaries contained in Sub-Clauses 8.7 (Pending
                  Completion) and 8.8 (Liaison on Conduct of Business) and in
                  Paragraph 2.8(A) (Business Since the Balance Sheet Date) of
                  Schedule 3 (Warranties and Representations) from the date
                  hereof down to Completion;


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<PAGE>   13


         G.       No complaint, demand, action, suit, or proceeding being
                  pending or threatened before any Court or Governmental
                  Authority wherein an unfavorable Order would

                  1.    prevent consummation of any of the transactions
                        contemplated by this Agreement;

                  2.    cause any of the transactions contemplated by this
                        Agreement to be rescinded following consummation;

                  3.    affect adversely the right of the Purchaser to own,
                        operate, or control the Sale Shares or the Company;
                        or


                  and no such Order being in effect.

         H.       Each of the Vendors shall have tendered all of its Sale Shares
                  for purchase by the Purchaser at Completion in accordance with
                  the terms and provisions of this Agreement.

4.2      Waiver

         The Purchaser may waive in whole or in part all or any of the
         Conditions other than Condition 4.1.E or extend the period in which
         such Conditions are to be satisfied. The Vendors may waive in whole or
         in part Condition 4.1.E or extend the period in which such Condition is
         to be satisfied. The waiver of any of the Conditions and the completion
         of the transactions contemplated by this Agreement shall not be
         considered a waiver of any other rights of the Purchaser or (in the
         case of Condition 4.1.E) the Vendors under this Agreement or at law.


5.       COMPLETION

5.1      Date and Place of Completion

         Completion shall take place on the Completion Date at the offices of
         Vinson & Elkins L.L.P. at Regis House, 45 King William Street, London
         EC4R 9AN at 10.00 a.m.

5.2      Vendors' Obligations

         On Completion each of the Vendors in relation to Sub-Clauses 5.2 A.1,2
         and 3, B, C and E and each of the Non-Institutional Vendors in relation
         to Sub-Clauses 5.2 A.4,5 and 6,D, F and G shall:

         A.       deliver to the Purchaser:

                  1.    duly executed transfers of the Sale Shares by the
                        registered holders thereof in favour of the Purchaser or
                        as it shall direct together with the relative share
                        certificates;


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<PAGE>   14


                  2.    such waivers or consents as the Purchaser may require to
                        enable the Purchaser or its nominees to be registered as
                        holders of the Sale Shares; and

                  3.    powers of attorney in an agreed form;

                  4.    a certificate (without qualification as to materiality
                        or otherwise) of a director and the secretary of the
                        Company to the effect that each of the conditions
                        specified in Paragraphs (A)(2), (C), (D), (F) and (G) of
                        Sub-Clause 4.1 (Conditions) has been satisfied in all
                        respects, together with copies of all Material consents
                        and approvals procured pursuant to Paragraph (D) of
                        Sub-Clause 4.1 (Conditions); 5. a certificate of the
                        secretary of the Company to the effect that all
                        appropriate corporate and shareholder authorizations of
                        the Company and the Subsidiaries necessary to authorize
                        the transactions contemplated by this Agreement have
                        been obtained, together with certified copies of such
                        authorizations; and

                  6.    such other certificates or documents as the Purchaser
                        may reasonably require (including evidence satisfactory
                        to the Purchaser that any liability of the Company or
                        any Subsidiary in respect of management fees payable to
                        TGE Group Limited will terminate upon Completion).

         B.       procure to the extent each Vendor is able that the Directors
                  (other than the Continuing Directors) and, if requested by the
                  Purchaser, the secretary or secretaries of the Company and the
                  Subsidiaries retire from all their offices and employments
                  with the Company and the Subsidiaries, each delivering to the
                  Purchaser a deed (in the agreed terms) made out in favour of
                  the Company and/or the Subsidiaries acknowledging that he has
                  no claim outstanding for compensation or otherwise and without
                  any payment under the Employment Rights Act 1996;

         C.       procure to the extent each Vendor is able the resignation of
                  the auditors of the Company and the Subsidiaries in accordance
                  with Section 393 of the Companies Act 1985, accompanied by a
                  written statement pursuant to Section 394 of that Act that
                  there are no circumstances connected with their resignation
                  which should be brought to the notice of the members or
                  creditors of each such company and that no fees are due to
                  them and deliver such resignation and statement to the
                  Purchaser;

         D.       deliver to the Purchaser as agent for the Company and the
                  Subsidiaries:

                  1.    all the statutory and other books (duly written up to
                        the date immediately prior to the Completion Date) of
                        the Company and each of the Material Subsidiaries and
                        its/their certificate(s) of incorporation, any
                        certificates of incorporation on change of name and
                        common seal(s);


                                       11

<PAGE>   15


                  2.    certificates in respect of all issued shares in the
                        capital or an indemnity in respect thereof of each of
                        the Material Subsidiaries and transfers of all shares,
                        if any, in any Subsidiary not held by the Company in
                        favour of such Persons as the Purchaser shall direct;
                        and

                  3.    the title deeds to the Properties.

         E.       procure to the extent each Vendor is able a board meeting of
                  the Company and of each of the Subsidiaries to be held at
                  which there shall be:

                  1.    passed a resolution, in the case of the Company,
                        declaring such dividends on the Preference Shares as
                        shall have accrued in respect of the period since 31
                        January 2001 up to Completion Date and directing that
                        such dividends be paid immediately prior to Completion
                        and resolving to redeem the Preference Shares;

                  2.    passed a resolution to register, in the case of the
                        Company, the transfers of the Sale Shares and, in the
                        case of the Subsidiaries, the share transfers referred
                        to in Paragraph (D)(2) and (subject only to due
                        stamping) to register, in the register of members, each
                        transferee as the holder of the shares concerned;

                  3.    appointed as directors and/or secretary such persons as
                        the Purchaser may nominate, such appointments to take
                        effect upon Completion;

                  4.    tendered and accepted the resignations and
                        acknowledgements of the directors and secretary referred
                        to in Paragraph (B), each such acceptance to take effect
                        upon Completion; and

                  5.    revoked all existing authorities to banks.

         F.       deliver to the Purchaser, certified as correct by the
                  secretary of the relevant company, the minutes of each such
                  board meeting referenced in Paragraph (E) above; and

         G.       procure the discharge of all guarantees and like obligations
                  given by the Company or any of the Subsidiaries in respect of
                  the obligations of any other Person (and including any
                  guarantees and obligations stipulated to be discharged at
                  Completion in the Disclosure Letter), such discharge to be
                  given in the agreed terms.

5.3      Purchaser's Obligations

         A.       The Purchaser shall not be obliged to complete the purchase of
                  the Sale Shares if any of the actions or matters listed in
                  Sub-Clauses 5.2 A.4,5 and 6,D,F and G have not taken place as
                  therein provided.

         B.       On Completion the Purchaser shall:


                                       12

<PAGE>   16


                  1.    pay the full consideration for the Sale Shares as
                        provided by Clause 3 (Consideration), by way of
                        telegraphic transfer into the account of the Vendors'
                        Solicitors, at Barclays Bank Plc sort code 20-00-00
                        account number 10610984;

                  2.    deliver to the Vendors a certificate (without
                        qualification as to materiality or otherwise) of the
                        Chief Financial Officer of the Purchaser to the effect
                        that Condition 4.1(E) has been satisfied in all
                        respects; and


                  3.    procure that the Company pays(pound)7,162,830 to the
                        Preference Shareholders in order to fully redeem their
                        shares.

5.4      Failure to Complete

         If in any respect the obligations of the Vendors or the Purchaser are
         not complied with on or before the Final Completion Date the party not
         in default may:

         A.       defer Completion to a date not more than 30 days after the
                  Final Completion Date (and so that the provisions of this
                  Sub-Clause 5.4, apart from this item, shall apply to
                  Completion as so deferred); or

         B.       proceed to Completion so far as practicable (without prejudice
                  to its rights hereunder); or

         C.       rescind this Agreement.

5.5      No Waiver

         Completion shall not be deemed a waiver of any rights of the Purchaser
         granted by this Agreement or at law and expressed or intended to have
         effect thereafter.

5.6      The Purchaser shall take all steps and make all payments as are
         necessary to refinance and/or replace the facility which the Company
         has with National Westminster Bank Plc and/or its Affiliates on or
         immediately prior to Completion.


6.       PURCHASER'S RIGHT OF ACCESS

6.1      Right of Access

         Except as provided in Sub-Clause 6.2 (Excluded Items) below, from and
         after the date of this Agreement until the earlier of the Completion
         Date or the rescission of this Agreement:

         A.       the Non-Institutional Vendors shall procure that the Company
                  and each of the Subsidiaries provide to the Purchaser, its
                  lenders and Affiliates and each of their respective authorised
                  representatives, including accountants, consultants and
                  solicitors, reasonable access upon reasonable notice at all
                  reasonable times, to the


                                       13

<PAGE>   17

                  assets, business, facilities, properties, agreements, books,
                  records (including tax returns filed and in preparation) and
                  key employees of or relating to the Company and each of the
                  Subsidiaries in order that the Purchaser shall have full
                  opportunity to make such investigation as it shall reasonably
                  desire to make of the affairs of the Company and each of the
                  Subsidiaries, and the Non-Institutional Vendors shall procure
                  that the Company and each of the Subsidiaries shall cooperate
                  fully in connection therewith;

         B.       the Non-Institutional Vendors shall, as soon as practicable
                  upon request of the Purchaser, supply or procure the supply of
                  any information reasonably required by the Purchaser relating
                  to the Company and each of the Subsidiaries and their
                  respective affairs; and

         C.       the Non-Institutional Vendors shall use their best efforts to
                  procure that the independent certified public accountants of
                  the Company and each of the Subsidiaries (i) provide to the
                  Purchaser, its lenders and Affiliates and each of their
                  respective authorised representatives, including accountants,
                  consultants and solicitors, free and full access upon
                  reasonable notice at all reasonable times, subject to such
                  confidentiality undertakings as such accountants may
                  reasonably require, to the records and work papers of such
                  accountants relating to the Company and each of the
                  Subsidiaries and (ii) consent to the inclusion of the Audited
                  Accounts, or any portion thereof, in any filings required of
                  the Purchaser by Law or by any securities exchange or
                  Governmental Authority having jurisdiction over it (including
                  the Securities and Exchange Commission and the New York Stock
                  Exchange), to the extent such Audited Accounts are so required
                  to be included therein.

         The Purchaser hereby agrees to use its reasonable efforts to minimize
         any disruption to the business of the Company, the Subsidiaries and
         their accountants in connection with the conduct of the investigations
         contemplated by this Clause.

6.2      Excluded Items

         Notwithstanding anything to the contrary in Sub-Clause 6.1 (Right of
         Access) above, the Non-Institutional Vendors may withhold from the
         Purchaser or restrict the Purchaser's right of access to certain
         original documents and specific information (the "Excluded Items")
         which constitute sensitive commercial information, the disclosure of
         which the Non-Institutional Vendors reasonably believe would adversely
         affect the competitive position of the Company and the Subsidiaries if
         this Agreement were to be rescinded prior to Completion. If the
         Non-Institutional Vendors restrict the Purchaser's right of access to
         any Excluded Items, the Non-Institutional Vendors shall provide or
         procure the provision of outline written summaries of such Excluded
         Items and/or written answers to the Purchaser's questions regarding
         such Excluded Items. The Non-Institutional Vendors may omit from such
         summaries and answers commercially sensitive information, the
         disclosure of which the Non-Institutional Vendors reasonably believe
         would adversely affect the competitive position of the Company and the
         Subsidiaries if this Agreement were to be rescinded prior to
         Completion. Such summaries and answers shall in all other


                                       14

<PAGE>   18


         respects provide, as applicable, accurate summaries of such Excluded
         Items and accurate answers to such questions.

6.3      No Solicitation of Personnel

         If this Agreement is not completed, the Purchaser hereby agrees, for a
         period of one year subsequent to the date of this Agreement, not to
         solicit or entice away or endeavour to solicit or entice away from the
         Company or any of the Subsidiaries any person who at the date of this
         Agreement is a Director, a senior employee of the Company or any of the
         Subsidiaries or an employee with whom the Purchaser has contact or of
         whom the Purchaser gains knowledge during its investigation of the
         Company and the Subsidiaries to take up employment with the Purchaser.


7.       RESTRICTION OF VENDORS

7.1      Restricted Business

         In this Clause, "Restricted Business" means the design, production and
         installation of fluid processing technology applications that directly
         or indirectly competes with the business of the Company or any of the
         Subsidiaries carried on at the Completion Date.

7.2      Covenants

         The Non-Institutional Vendors undertake with the Purchaser (as trustee
         for itself and the Company) and its successors in title that they will
         not and that they will procure that none of their Affiliates will,
         either on their own account or in conjunction with or on behalf of any
         other Person:

         A.       for the period of one year after the Completion Date (or, if
                  sooner, in respect of any Non-Institutional Vendor who is an
                  Optionholder, until the Company terminates the contract of
                  employment of such Optionholder for any reason other than
                  gross or serious or repeated misconduct) carry on or be
                  engaged, concerned or interested (directly or indirectly and
                  whether as principal, director, employee, agent, consultant,
                  partner or otherwise) in the active management of any
                  Restricted Business (provided, however, that this Paragraph A
                  shall not prohibit any of the Vendors or their Affiliates from
                  being the registered holder or Beneficial Owner of any class
                  of securities of any entity engaged in any Restricted
                  Business);

         B.       at any time after the Completion Date, directly or indirectly
                  use or attempt to use in the course of any business any trade
                  or service mark, trade name, design or logo (whether
                  registered or not and including the Listed Intellectual
                  Property referred to in Schedule 3) used in the business of
                  the Company or any of the Subsidiaries or any other name,
                  logo, trade or service mark or design which is or might be
                  confusingly similar thereto; and

         C.       for the period of three years after the Completion Date,
                  solicit or entice away or endeavor to solicit or entice away
                  from the Company or any of the Subsidiaries


                                       15

<PAGE>   19


                  any person who at the Completion Date is (or who within a
                  period of one year prior to the Completion Date has been) a
                  Director, officer, manager, employee or servant of the Company
                  or any of the Subsidiaries to take up employment with the
                  Vendors.

7.3      Vendors to Procure Compliance

         The Non-Institutional Vendors undertake to take all such steps as shall
         from time to time be necessary to ensure compliance with the terms of
         Sub-Clause 7.2 above by employees and agents of the Vendors.

7.4      Separate Covenants

         Each of the undertakings in Sub-Clauses 7.2 and 7.3 shall be construed
         as a separate and independent undertaking and if one or more of the
         undertakings is held to be void or unenforceable, the validity of the
         remaining undertakings shall not be affected.

7.5      Reasonableness

         The Vendors agree that the restrictions and undertakings contained in
         Sub-Clauses 7.2 and 7.3 are reasonable and necessary for the protection
         of the Purchaser's legitimate interests in the goodwill of the Company
         and the Subsidiaries. If, however, any such restriction or undertaking
         shall be found to be void or voidable but would be valid and
         enforceable if some part or parts of the restriction or undertaking
         were deleted, such restriction or undertaking shall apply with such
         modification as may be necessary to make it valid and enforceable.

7.6      Void or Unenforceable Restrictions

         Without prejudice to Sub-Clause 7.5, if any restriction or undertaking
         is found by any court or other competent authority to be void or
         unenforceable the parties shall negotiate in good faith to replace such
         void or unenforceable restriction or undertaking with a valid provision
         which, as far as possible, has the same legal and commercial effect as
         that which it replaces.

7.7      Confidential Information Concerning the Company

         No Vendor shall and each Vendor shall procure that no officer or
         employee of any such Vendor shall make use of or divulge to any third
         party (other than to the Vendors' professional advisers for the purpose
         of this Agreement in which case each Vendor shall use its reasonable
         endeavours to procure that such advisers keep such information
         confidential on terms equivalent to this Clause) any confidential
         information relating to the Company and the Subsidiaries save only:

         A.       insofar as the same has become public knowledge otherwise
                  than, directly or indirectly, through the Vendors' breach of
                  this Sub-Clause 7.7 or the failure of the officers, employees
                  or professional advisers referred to above to keep the same
                  confidential; or


                                       16

<PAGE>   20


         B.       to the extent required by Law or by any Court or Governmental
                  Authority.


8.       WARRANTIES

8.1      General

         The Vendors in the case of the statements made in relation to clause
         2.1(A) (B) and (C) of Schedule 3 and the Principal Warrantors in the
         case of all other statements in clause 2 of Schedule 3 hereby severally
         represent and warrant as set out herein to and for the benefit of the
         Purchaser that such statements will be correct and complete as of the
         Completion Date (as though made then and as though the Completion Date
         were substituted for the date of this Agreement throughout Clause 2 of
         Schedule 3 (Warranties and Representations)), except (i) as fairly set
         forth in the disclosure letter to be delivered by the Vendors to the
         Purchaser not later than the 20th Business Day subsequent to the date
         of this Agreement (the "Disclosure Letter") and (ii) as fairly
         disclosed by the Vendors in the period from the date of delivery of the
         Disclosure Letter to Completion. The Disclosure Letter and any
         disclosures by the Vendors subsequent to the date of delivery of the
         Disclosure Letter and on or prior to the Completion Date shall be
         arranged in sections corresponding to the numbered and lettered
         paragraphs contained in Clause 2 of Schedule 3 (Warranties and
         Representations).

8.2      Purchaser's knowledge

         The Purchaser shall not be entitled to make a Relevant Claim to the
         extent that as at Completion it is aware of any fact or circumstance
         which to its knowledge may give rise to such Relevant Claim.

8.3      Warranties to be independent

         Each of the Warranties shall be separate and independent and, save as
         expressly provided, shall not be limited by reference to any other
         Warranty or anything in this Agreement.

8.4      Survival and Breach

         A.       The Purchaser shall be entitled to recover damages from each
                  of the Vendors if at any time from Completion up to the second
                  anniversary of Completion, any of the Warranties contained in
                  paragraphs (A) (B) and (C) of Sub-Clause 2.1 (The Company and
                  the Vendors) of Schedule 3 (Warranties and Representations),
                  each of which shall survive Completion and continue in full
                  force and effect for such period, is broken by it or proves to
                  be untrue or misleading, provided that each Vendor shall only
                  be liable to the Purchaser if and to the extent that it has
                  breached such Warranties and no Vendor shall be liable
                  pursuant to this Sub-Clause 8.4A for a breach of this
                  Sub-Clause 8.4 A by another Vendor.

         B.       The Purchaser shall be entitled to recover damages from each
                  of the Principal Warrantors in each case strictly by reference
                  to the proportion of such Relevant Claim which is set out
                  opposite the name of such Principal Warrantor in column 2 of
                  Schedule 5 if:


                                       17

<PAGE>   21


                  1.    during the 30 day period following Completion, any of
                        the Warranties contained in Sub-Clause 2.13 (Excluded
                        Items) of Schedule 3 (Warranties and Representations),
                        each of which shall, for this purpose, survive
                        Completion and continue in full force and effect for
                        such period, is broken or proves to be untrue or
                        misleading; or

                  2.    during the period of 20 weeks following Completion, any
                        of the Warranties contained in Clause 2 of Schedule 3
                        (Warranties and Representations) (other than those
                        contained in Paragraphs (A) (B) and (C) of Sub-Clause
                        2.1 (The Company and the Vendors), each of which shall,
                        for this purpose, survive Completion and continue in
                        full force and effect for such period, is broken or
                        proves to be untrue or misleading with respect to any
                        matter:

                        a     of which any of the Principal Warrantors or
                              Optionholders had Knowledge prior to Completion;
                              and

                        b     that is not fairly disclosed in or, to the
                              Knowledge of the Vendors, is misrepresented in the
                              Disclosure Letter (or in subsequent disclosures in
                              the period from the date of delivery of the
                              Disclosure Letter up to Completion).

8.5      Damages

         If, subsequent to the Completion Date, the Purchaser becomes entitled
         to recover damages from the Vendors or the Principal Warrantors
         pursuant to Sub-Clause 8.4 (Survival and Breach), the Vendors hereby
         covenant, subject to Sub-Clause 8.6 (Vendor Protection) to pay, on
         demand, to the Purchaser the amount by which the value of the Sale
         Shares has diminished as a result of such breach.

8.6      Vendor Protection

         A.       Guarantees

                  The Purchaser shall use its best endeavours to secure the
                  release of the Vendors from the guarantees and other
                  contingent liabilities listed in the Disclosure Letter for the
                  purpose of this Paragraph and shall in the meantime indemnify
                  the Vendors against any liability (including costs, damages
                  and expenses) thereunder or which may be incurred in relation
                  thereto.

         B.       Loan Accounts

                  At Completion the Purchaser shall procure that the Company and
                  the Subsidiaries shall repay to the Vendors the amounts owing
                  to them as specified in the Disclosure Letter.


                                       18

<PAGE>   22


         C.       Limitation of Liability

                  The following Paragraphs of this Sub-Clause 8.6 shall operate
                  to limit the liability of the Vendors under Sub-Clauses 8.4
                  (Survival and Breach) and 8.5 (Damages), subject to Paragraph
                  (D) below. In this Sub-Clause 8.6, the term "Relevant Claim"
                  means any claim under or in connection with the Warranties or
                  the Disclosure Letter.

                  1.    Financial Limits

                        a.    The aggregate liability of the Principal
                              Warrantors in respect of all Relevant Claims shall
                              be limited to (pound)3,100,000 and the individual
                              liability of the Principal Warrantors in respect
                              of all Relevant Claims shall be limited to the
                              amounts set opposite each of their names in column
                              3 of Schedule 5.

                        b.    The Principal Warrantors shall not be liable in
                              respect of a particular Relevant Claim unless the
                              aggregate liability of the Principal Warrantors in
                              respect of all Relevant Claims exceeds
                              (pound)50,000 in which case the Principal
                              Warrantors shall be liable in the proportions set
                              opposite their names in column 2 of Schedule 5 for
                              the whole amount and not merely the excess over
                              (pound)50,000.

                  2.    Time Limits and Notice

                        The Vendors or Principal Warrantors (as applicable)
                        shall have no liability in respect of any Relevant Claim
                        unless the Purchaser shall have given notice in writing
                        to the Vendors or Principal Warrantors (as applicable)
                        of such claim specifying (in reasonable detail) the
                        matter that gives rise to the claim, the nature of the
                        claim and the amount claimed in respect thereof within
                        the time periods provided in Sub-Clause 8.4 (Survival
                        and Breach).

                 3.     Recovery From Third Parties

                        If the Vendors pay to or for the benefit of the
                        Purchaser an amount in respect of any Relevant Claim and
                        any of the Purchaser, the Company or any of the
                        Subsidiaries subsequently receives from any other Person
                        any payment in respect of the matter giving rise to the
                        Relevant Claim, the Purchaser shall thereupon reimburse
                        the Vendors an amount up to the payment received (but in
                        no event greater than the amount paid to or for the
                        benefit of the Purchaser by the Vendors), after having
                        taken into account any cost, liability (including tax
                        liability) or expense in respect thereof and except to
                        any extent that the liability of the Vendors in respect
                        of the Relevant Claim was reduced to take account of
                        such payment.


                                       19

<PAGE>   23


                  4.    No Duplication of Recovery

                        The Purchaser shall not be entitled to recover damages
                        or otherwise obtain reimbursement or restitution more
                        than once in respect of the same loss.

         D.       Relevance of Limitations in Certain Circumstances

                  The provisions of Paragraphs (C)(1) and (2) shall not apply in
respect of:

                  1.    any Relevant Claim with respect to any of the Warranties
                        contained in Paragraphs (A) (B) and (C) of Sub-Clause
                        2.1 (The Company and the Vendors) of Schedule 3
                        (Warranties and Representations); and

                  2.    any other Relevant Claim if it is (or the delay in
                        discovery of which is) the consequence of fraud, willful
                        misconduct or willful concealment by the Vendor or
                        Vendors against whom such claim is made.

8.7      Pending Completion

         The Non-Institutional Vendors shall procure that (save only as may be
         necessary to give effect to this Agreement or as disclosed in the
         Disclosure Letter) none of the Non-Institutional Vendors nor the
         Company nor any of the Subsidiaries shall do, allow or procure any act
         or omission before Completion that would constitute a breach of any of
         the Warranties if they were given at any and all times from the date of
         delivery of the Disclosure Letter to Completion or that would make any
         of the Warranties inaccurate or misleading if they were so given. In
         particular, the Non-Institutional Vendors shall procure that (save as
         disclosed in the Disclosure Letter) Paragraph 2.8(A) (Business Since
         the Balance Sheet Date) of Schedule 3 (Warranties and Representations)
         shall be complied with at all times from the date hereof down to
         Completion.

8.8      Liaison on Conduct of Business

         The Non-Institutional Vendors shall in addition and without limiting
         Sub-Clause 8.7 (Pending Completion) procure that, from the date of this
         Agreement until Completion, the business of the Company and the
         Subsidiaries is carried on in the usual and normal course and that none
         of the Company or the Subsidiaries shall enter into any contract or
         commitment or do anything that, in any such case, is either out of the
         ordinary and usual course of its business or of a Material nature
         without informing the Purchaser in writing in advance. In particular,
         the Non-Institutional Vendors shall procure that from the date of this
         Agreement until Completion, save after informing the Purchaser in
         writing in advance, none of the Company or the Subsidiaries shall
         declare, make or pay any dividend or distribution (whether of capital
         or profits) subsequent to the date of this Agreement, except for (i)
         dividends on the Preference Shares in respect of periods up to the
         Completion Date and (ii) monthly management fees of (pound)21,000 to
         TGE Group Limited in respect of periods up to the Completion Date
         (including any pro rata management fees for any partial month).


                                       20

<PAGE>   24


8.9      Further Disclosure by Non-Institutional Vendors

         The Non-Institutional Vendors without prejudice to Sub-Clause 8.8
         (Liaison on Conduct of Business) shall forthwith disclose in writing to
         the Purchaser by supplementing the Disclosure Letter (and references to
         the Disclosure Letter shall mean the Disclosure Letter as supplemented
         by any such disclosures made during the period from the date of
         delivery of the Disclosure Letter to Completion) any matter or thing
         that may arise or become known to the Non-Institutional Vendors after
         the date of delivery of the Disclosure Letter and before Completion
         that is inconsistent with any of the Warranties or that might make any
         of them Materially inaccurate or misleading if they were given at any
         and all times from the date hereof down to Completion or that is
         Material to be known to a purchaser for value of the Sale Shares.

8.10     Rescission

         In the event of any matter or thing that is mentioned in Sub-Clause 8.7
         (Pending Completion) becoming known to the Purchaser before Completion
         or in the event of it becoming apparent after the delivery of the
         Disclosure Letter but on or before Completion that the Vendors are in
         Material breach of any of the Warranties or any other term of this
         Agreement, the Purchaser may, without prejudice to the rights of the
         Purchaser under Sub-Clause 10.2 and Sub-Clause 10.11, rescind this
         Agreement by notice in writing to the Vendors.

8.11     Waiver of Claims

         The Vendors undertake to the Purchaser that they will not make or
         pursue any claim that they have or may have against the Company, the
         Subsidiaries or any of the Employees (as such term is defined in
         Paragraph B(1) of Sub-Clause 2.12 (the Company and its Employees) of
         Schedule 3 (Warranties and Representations)) in respect of or arising
         out of the Warranties or any information supplied by them to or on
         behalf of the Vendors or their professional advisers or agents on or
         prior to the Completion Date.


9.       ANNOUNCEMENTS

9.1      Restriction

         Subject to Sub-Clause 9.2 (Permitted Announcements), neither the
         Vendors nor the Purchaser shall make any announcement, whether to the
         public, to the customers or suppliers of the Company, or to all or any
         of the employees of the Company, concerning the subject matter of this
         Agreement without the prior written approval of the other (which shall
         not be unreasonably withheld or delayed).

9.2      Permitted Announcements

         Sub-Clause 9.1 (Restriction) shall not apply if and to the extent that
         such announcement is required by Law or by any securities exchange or
         Governmental Authority having jurisdiction over it (including the
         Securities and Exchange Commission, the New York Stock Exchange, the
         London Stock Exchange, The Panel on Take-overs and Mergers and


                                       21

<PAGE>   25

         the Serious Fraud Office) and whether or not the requirement has the
         force of Law and provided that any such announcement shall be made only
         after reasonable consultation with the other party.

9.3      Confidential Information

         Any such announcement permitted by this Clause 9 may include any
         information relating to the Company or the Subsidiaries as to which the
         Purchaser has an obligation of confidentiality, but only to the extent
         such information is required to be disclosed by Law or by any
         securities exchange or Governmental Authority referred to in Sub-Clause
         9.2 (Permitted Announcements).

9.4      Continuance of Restrictions

         The restrictions contained in this Clause on the part of the Vendors
         and Purchaser shall survive Completion.


10.      PROVISIONS RELATING TO THIS AGREEMENT

10.1     Assignment

         This Agreement shall be binding upon and inure for the benefit of the
         successors of the parties but shall not be assignable, save that the
         Purchaser may at any time assign all or any part of its rights and
         benefits under this Agreement, including the Warranties and any cause
         of action arising under or in respect of any of them, to any transferee
         of the share capital of the Company or of any of the Subsidiaries, or
         to any Affiliate of the Purchaser who may enforce them as if such
         transferee or Affiliate had also been named in this Agreement as the
         Purchaser.

10.2     Exclusivity

         A.       The Vendors will not, and the Vendors (in the case of the
                  Non-Institutional Vendors, to the extent they are able) will
                  procure that the Company and the Subsidiaries and their
                  respective Affiliates, directors, officers, employees and
                  representatives do not, prior to the earlier of Final
                  Completion Date and the termination or rescission of this
                  Agreement:

                  1.    solicit, initiate, or encourage the submission of any
                        proposal or offer from any Person relating to any:

                        a.    liquidation, dissolution, or recapitalization;

                        b.    merger or consolidation;

                        c.    acquisition or purchase of securities or assets
                              (save as contemplated by Clause 10.14); or


                                       22

<PAGE>   26


                        d.    similar transaction or business combination
                              involving the Company or any of the Subsidiaries;
                              or

                  2.    participate in any discussions or negotiations
                        regarding, furnish any information with respect to,
                        assist or participate in, or facilitate in any other
                        manner any effort or attempt by any Person to do or seek
                        any of the foregoing.

         B.       Each Vendor will notify the Purchaser immediately if he
                  becomes aware of any Person making any proposal, offer,
                  inquiry, or contact with respect to any of the foregoing. If
                  the Vendors, the Company or any of the Subsidiaries or any of
                  their respective Affiliates, directors, officers, employees or
                  representatives (including financial advisors) breaches his or
                  its obligations contained in this Sub-Clause 10.2, the
                  Purchaser shall be entitled to rescind this Agreement.

10.3     Whole Agreement

         A.       This Agreement, together with any documents referred to in it,
                  constitutes the whole agreement between the parties relating
                  to its subject matter and supersedes and extinguishes any
                  prior drafts, agreements, undertakings, representations,
                  warranties, assurances and arrangements of any nature, whether
                  in writing or oral, relating to such subject matter.

         B.       The Purchaser acknowledges that it has not been induced to
                  enter into this Agreement by any representation, warranty,
                  promise or assurance by the Vendors or any other Person save
                  for those contained in this Agreement and in the Disclosure
                  Letter. The Purchaser agrees that (except in respect of fraud)
                  it shall have no right or remedy in respect of any other
                  representation, warranty, promise or assurance save for those
                  contained in this Agreement.

         C.       No variation of this Agreement shall be effective unless made
                  in writing and signed by each of the parties.

10.4     Agreement Survives Completion

         Survival of the Warranties and the recovery of damages by the Purchaser
         shall be governed by Sub-Clause 8.4 (Survival and Breach). All other
         provisions of this Agreement, in so far as the same shall not have been
         performed at Completion, shall remain in full force and effect
         notwithstanding Completion.

10.5     Rights, Powers, Privileges and Remedies

         A.       The rights, powers, privileges and remedies provided in this
                  Agreement are cumulative and are not exclusive of any rights,
                  powers, privileges or remedies provided by law or otherwise.


                                       23
<PAGE>   27


         B.       No failure to exercise, nor any delay in exercising, any
                  right, power, privilege or remedy under this Agreement shall
                  in any way impair or affect the exercise thereof or operate as
                  a waiver thereof in whole or in part.

         C.       No single or partial exercise of any right, power, privilege
                  or remedy under this Agreement shall prevent any further or
                  other exercise thereof or the exercise of any other right,
                  power, privilege or remedy.

10.6     Release of Vendors

         The Purchaser may release or compromise the liability of any of the
         Vendors hereunder without affecting the liability of the other Vendors.

10.7     Further Assurance

         At any time after the date hereof each of the Vendors shall, at the
         request of the Purchaser, execute or procure the execution of such
         documents and do or procure the doing of such acts and things as the
         Purchaser may reasonably require for the purpose of vesting the Sale
         Shares in the Purchaser or its nominees and giving to the Purchaser the
         full benefit of all the provisions of this Agreement.

10.8     Invalidity

         If any provision of this Agreement shall be held to be illegal, void,
         invalid or unenforceable under the laws of any jurisdiction, the
         legality, validity and enforceability of the remainder of this
         Agreement in that jurisdiction shall not be affected, and the legality,
         validity and enforceability of the whole of this Agreement in any other
         jurisdiction shall not be affected.

10.9     Payment to the Vendors

         Any payment to be made to any specific Vendor under any provision of
         this Agreement may be made to the Vendors' Solicitors, whose receipt
         shall be an absolute discharge on behalf of such Vendor.

10.10    Counterparts

         This Agreement may be executed in any number of counterparts, which
         shall together constitute one Agreement. Any party may enter into this
         Agreement by signing any such counterpart.

10.11    Costs

         Each party shall bear its own costs arising out of or in connection
         with the preparation, negotiation and implementation of this Agreement,
         save that if this Agreement is rescinded by the Purchaser pursuant to
         Sub-Clause 10.2 (Exclusivity), the Vendors (in the proportions set out
         in Schedule 5) shall pay to the Purchaser its accountancy, legal and
         other costs in relation to the preparation and negotiation of this
         Agreement and the


                                       24

<PAGE>   28


         investigation of the Company contemplated by Clause 6 (Purchaser's
         Right of Access) prior to the date this Agreement is so rescinded by
         the Purchaser.

10.12    Notices

         A.       Any notice or other communication required to be given under
                  this Agreement or in connection with the matters contemplated
                  by it shall, except where otherwise specifically provided, be
                  in writing in the English language and shall be addressed as
                  provided in Paragraph (B) and may be:

                  1.    personally delivered, in which case it shall be deemed
                        to have been given upon delivery at the relevant
                        address; or

                  2.    if within the United Kingdom, sent by first class
                        pre-paid post, in which case it shall be deemed to have
                        been given two Business Days after the date of posting;
                        or

                  3.    if from or to any place outside the United Kingdom, sent
                        by pre-paid priority airmail, in which case it shall be
                        deemed to have been given seven Business Days after the
                        date of posting; or

                  4.    sent by fax, in which case it shall be deemed to have
                        been given when despatched, subject to confirmation of
                        uninterrupted transmission by a transmission report
                        provided that any notice despatched by fax after 17.00
                        hours (at the place where such fax is to be received) on
                        any day shall be deemed to have been received at 09.30
                        (at such place) on the next Business Day.

         B.       The addresses and other details of the parties hereto to which
                  notices referred to in Paragraph (A) may be delivered are,
                  subject to Paragraph (C):

                  Vendors:    TGE Group Limited
                              61 Arthur Road
                              Wimbledon
                              London SW19 7DN
                              United Kingdom
                              Attention:        Lars McBride
                              Telephone:        020 8947 4844
                              Facsimile:        020 8947 4896

                              with a copy to:

                              Lovells
                              65 Holborn Viaduct
                              London EC1A 2DX
                              United Kingdom
                              Attention:        James Wilson//Malcolm MacDougall
                              Telephone:        020 7296 2000


                                       25

<PAGE>   29


                              Facsimile:        020 7296 2001

                  Purchaser:  NATCO Group Inc.
                              Brookhollow Central III, Suite 750
                              2950 North Loop West
                              Houston, Texas  77092
                              Attention:        J. Michael Mayer
                                                Daniel R. Carter
                              Telephone:        (713) 683-9292
                              Facsimile:        (713) 812-6654

                              with copies to:

                              Vinson & Elkins L.L.P.
                              Regis House
                              45 King William Street
                              London EC4R 9AN
                              United Kingdom
                              Attention:        Lawrence Ziman
                              Telephone:        020 7618 6000
                              Facsimile:        020 7618 6001

                              Vinson & Elkins L.L.P.
                              1001 Fannin, Suite 2300
                              Houston, Texas 77002
                              Attention:        William E. Joor, III
                                                W. Creighton Smith
                              Telephone:        (713) 758-2222
                              Facsimile:        (713) 758-2346

         C.       Any party to this Agreement may notify the other parties of
                  any change to its address or other details specified in
                  Paragraph (B), provided that such notification shall be
                  effective only on the date specified in such notice or five
                  Business Days after the notice is given, whichever is later.

10.13    Several Liability

         The obligations of each of the Vendors under or pursuant to this
         Agreement are several. Save as expressly provided in Clause 8 and
         Schedule 3, no Vendor shall be liable for any action or omission of any
         of the other Vendors and the Institutional Investors shall only be
         liable in relation to matters which arise directly out of their own
         default.

10.14    Transfer of Shares

         The parties are aware of and hereby consent to the transfer pursuant to
         the Preference Share Transfer and the ICG Option of the following
         transfers of shares that may take place before Completion:


                                       26

<PAGE>   30


         10.14.1  28,000 "B" Ordinary Shares from SUK BOF III Nominees Ltd to
                  the holders of Preference Shares at the date hereof; and

         10.14.2  3,693,694 Preference Shares from the holders at the date
                  hereof to SUK BOF III Nominees Ltd.


11.      LAW AND JURISDICTION

11.1     English Law

         This Agreement shall be governed by, and interpreted and construed in
         accordance with, English law.

11.2     Jurisdiction

         In relation to any legal action or proceedings to enforce this
         Agreement or arising out of or in connection with this Agreement
         ("proceedings") each of the parties irrevocably submits to the
         jurisdiction of the English courts and waives any objection to
         proceedings in such courts on the grounds of venue or on the grounds
         that the proceedings have been brought in an inconvenient forum.


AS WITNESS the hands of the duly authorised representatives of the parties on
the date first before written.


                                       27

<PAGE>   31


                                   SCHEDULE 1
                           THE VENDORS AND THE COMPANY


                            PART I: THE SHAREHOLDERS


Vendor                          Number of Sale Shares
------                          ---------------------
Braydeal Ltd.                   80,000 "A" Ordinary Shares
Sloane Investments Ltd.         80,000 "A" Ordinary Shares
Suk Bof III Nominees Ltd.(1)    520,000 "B" Ordinary Shares
Meggitt Properties Plc.         120,000 "C" Ordinary Shares


Vendor                          Number of  Preference Shares
------                          ----------------------------

Alpinvest Mezzanine BV.....       286,800 Preference Shares
Intermediate Capital Group Plc  6,453,000 Preference Shares
Intermediate Capital Limited      430,200 Preference Shares



                              PART II: THE COMPANY

Name:                           Axsia Group Limited

Number:                         3508104

Registered Office:              61 Arthur Road
                                London
                                SW19 7DN

Authorised Capital:               160,000 "A" Ordinary Shares of 1p each
                                  520,000 "B" Ordinary Shares of 1p each
                                  120,000 "C" Ordinary Shares of 1p each
                                7,170,000 Preference Shares of (pound)0.999 each

Issued Capital:                   800,000 Ordinary Shares
                                7,170,000 Preference Shares

Directors:                      John Arthur Cope
                                Derek James Elliott
                                John Kristian Lars McBride
                                Peter Gregory Michaluk
                                Terence Twigger
                                G.L. Wrigley (Will resign on or before
                                   Completion)

Secretary:                      Lynne Jones Sampson


                                       28

<PAGE>   32


Accounting Reference Date:      31 December

Auditors:                       Ernst & Young



                           PART III: THE OPTIONHOLDERS


                             Number of 'A' Ordinary
                           Shares over which Options                Exercise
Optionholder                       are held                      Price per Share
------------               -------------------------             ---------------
Sloane Investments Ltd.             24,296                             1p
Lars McBride                        24,296                             1p
Peter G Michaluk                    37,926                             1p
Ian S Harding                       18,962                             1p
Jonathan C Moseley                  23,702                             1p
Raymond G Keating                   18,962                             1p
                                  --------
                                   148,144
                                  ========


                                       29



<PAGE>   33


                                   SCHEDULE 2
                                THE SUBSIDIARIES


                              PART I: AXSIA LIMITED

Name:                           Axsia Limited

Number:                         3047122

Registered Office:              61 Arthur Road
                                London
                                SW19 7DN

Authorised Capital:               160,000 "A" Ordinary Shares of 1p each
                                  520,000 "B" Ordinary Shares of 1p each
                                  120,000 "C" Ordinary Shares of 1p each
                                7,170,000 Preference Shares of (pound)1 each

Issued Capital:                   800,000 Ordinary Shares
                                7,170,000 Preference Shares


Registered Shareholders:        Axsia Group Limited

Beneficial Owner of
   issued capital:              Axsia Group Limited

Directors:                      John Arthur Cope
                                John Kristian Lars McBride
                                T. Twigger*
                                G Wrigley*

Secretary:                      Lynne Jones Sampson

Accounting Reference Date:      31 December

Auditors:                       Ernst & Young

------------
*Will resign on or before Completion.


                                       30

<PAGE>   34


                        PART II AXSIA SERCK BAKER LIMITED


Name:                           Axsia Serck Baker Limited

Number:                         2106584

Registered Office:              Riga House
                                380 Bristol Road
                                Gloucester
                                Gloucestershire GL2 5XY

Authorised Capital:             Ordinary Shares - 100 shares of $1
                                Deferred Ordinary Shares - 100 shares
                                   of (pound)1


Issued Capital:                 100* Ordinary Shares of $1 and 2 Deferred
                                   Shares of (pound)1

Registered Shareholders and

Beneficial Owner of
   issued capital:              [Axsia Limited]

Directors:                      J.A.Cope
                                Wayne Evans
                                R.L. Gregory
                                R.C. Ingles
                                J.K.L.McBride
                                P.G. Michaluk
                                J.C. Moseley

Secretary:                      Lynne Sampson

Accounting Reference Date:      31 December

Auditors:                       Ernst & Young

------------
* The 1999 accounts show 65 shares issued; the Annual Return shows 100


                                       31


<PAGE>   35


                          PART III AXSIA HOWMAR LIMITED


Name:                           Axsia Howmar Limited

Number:                         961792

Registered Office:              Albany Park Estate
                                Frimley Road
                                Camberley
                                Surrey  GU15 2QQ

Authorised Capital:             (pound) 1,000,000 divided into 1,000,000
                                   deferred ordinary shares of(pound)1 each
                                100 ordinary shares of US$1 each


Issued Capital:                 600,200 Deferred Ordinary Shares
                                100 Ordinary Shares



Registered Shareholders and

Beneficial Owner of
   issued capital:              Axsia Limited

Directors:                      D. G. F. Cash
                                J. A. Cope
                                I. Harding
                                R. G. Keating
                                J. K. L. McBride
                                P. G. Michaluk*
                                D. M. N. Welland

Secretary:                      Martin Jackson

Accounting Reference Date:      31 December

Auditors:                       Ernst & Young

------------
*[not shown as a director in the 1999 accounts]


                                       32

<PAGE>   36


                         PART IV AXSIA SERCK BAKER INC.


Name:                           Axsia Serck Baker Inc.

Number:                         Incorporated in California, USA,
                                No. FES-95.2575292

Registered Office:



Authorised Capital:



Issued Capital:



Registered Shareholders and

Beneficial Owner of
   issued capital:              Axsia Limited

Directors:

Secretary:

Accounting Reference Date:

Auditors:


                                       33



<PAGE>   37


                             PART V SERCK BAKER A/S


Name:                           Serck Baker A/S

Number:                         Incorporated in Norway 932171473

Registered Office:

Authorised Capital:



Issued Capital:



Registered Shareholders:

Beneficial Owner of issued capital:

Directors:

Secretary:

Accounting Reference Date:

Auditors:


                                       34



<PAGE>   38


                           PART VI SERCK BAKER LIMITED


Name:                           Serck Baker Limited

Number:                         3429326

Registered Office:              61 Arthur Road
                                London  SW19 7DN


Authorised Capital:             (pound) 100



Issued Capital:                 2 Ordinary Shares of (pound)1 each



Registered Shareholders and

Beneficial Owner of
   issued capital:              Axsia Limited

Directors:                      J. K. L. McBride

Secretary:                      Lynne J Sampson

Accounting Reference Date:      31 December

Auditors:                       None -- company is dormant


                                       35


<PAGE>   39


                             PART VII HOWMAR LIMITED


Name:                           Howmar Limited

Number:                         3429435

Registered Office:              61 Arthur Road
                                London  SW19 7DN


Authorised Capital:             (pound) 100



Issued Capital:                 2 Ordinary Shares of (pound) 1 each



Registered Shareholders and

Beneficial Owner of
   issued capital:              Axsia Limited

Directors:                      J. K. L. McBride

Secretary:                      Lynne J. Sampson

Accounting Reference Date:      31 December

Auditors:                       None -- company is dormant


                                       36



<PAGE>   40


                        PART VIII RICHARD MOZLEY LIMITED


Name:                           Richard Mozley Limited

Number:                         1364279

Registered Office:              Riga House
                                380 Bristol Road
                                Gloucester
                                Gloucestershire GL2 5XY

Authorised Capital:             (pound) 10,000 divided into 10,000 Ordinary
                                   Shares of (pound)1 each



Issued Capital:                 10,000 Ordinary Shares of (pound)1 each



Registered Shareholders and

Beneficial Owner of
   issued capital:              Axsia Group Limited

Directors:                      Peter G Michaluk
                                Lars McBride
                                Roger Gregory

Secretary:                      A Vyvyan

Accounting Reference Date:      31 December

Auditors:                       [have E&Y been appointed?]


                                       37


<PAGE>   41



                                   SCHEDULE 3
                         WARRANTIES AND REPRESENTATIONS


1.       INTERPRETATION

1.1      In this Schedule, where the context admits, references to the "Company"
         include each of the Material Subsidiaries.


2.       WARRANTIES AND REPRESENTATIONS

         Each of the Vendors in the case of the statements made in clause
         2.1(A), (B) and (C) of Schedule 3 and the Principal Warrantors in the
         case of the other statements contained in this Schedule 3 hereby
         severally represent and warrant as set out herein to and for the
         benefit of the Purchaser that such statements will be correct and
         complete as of the date of the Disclosure Letter and will be correct
         and complete as of the Completion Date (as though made then and as
         though the Completion Date were substituted for the date of the
         Disclosure Letter throughout this Schedule 3 (Warranties and
         Representations)), except as fairly set forth in the Disclosure Letter
         to be delivered by the Vendors to the Purchaser not later than the 20th
         Business Day subsequent to the date of this Agreement, (as supplemented
         in the period from the date of delivery of the Disclosure Letter up to
         Completion). The Disclosure Letter shall be arranged in sections
         corresponding to the numbered and lettered paragraphs contained in
         Clause 2 of Schedule 3 (Warranties and Representations).

2.1      The Company and the Vendors. Each of the Vendors hereby severally
         represents and warrants that:

         A.       Capacity. Such Vendor has full power and authority to enter
                  into and perform this Agreement, may execute and deliver this
                  Agreement and perform its obligations under this Agreement
                  without requiring or obtaining the consent of its shareholders
                  or of any other Person, Governmental Authority or Court, and
                  this Agreement constitutes valid and binding obligations on
                  such Vendor in accordance with its terms.

         B.       Ownership of Sale Shares. Such Vendor is the registered and
                  sole Beneficial Owner of the Sale Shares and/or Preference
                  Shares set forth next to its name on Part I of Schedule I (The
                  Vendors and the Company) (save as may be amended pursuant to
                  Clause 10.14), free from any Encumbrances, and such Sale
                  Shares and/or Preference Shares are in issue fully paid.

         C.       Options, etc. No Person has the right (whether exercisable now
                  or in the future and whether contingent or not) to call for
                  the sale, transfer or conversion of any share or loan capital
                  of the Company held by such Vendor pursuant to any option or
                  other agreement (including conversion and exchange rights and
                  rights of pre-emption).

         D.       Liabilities Owing to or by Vendors. There is not outstanding
                  any indebtedness or other liability (actual or contingent)
                  owing by the Company to such Vendor or to


                                       38

<PAGE>   42


                  any Director or any Person connected with such Vendor, nor is
                  there any indebtedness or other liability (actual or
                  contingent) owing to the Company by any such Person, and no
                  promise or representation has been made to such Vendor in
                  connection with the Warranties or the Disclosure Letter in
                  respect of which the Company or any of the Subsidiaries could
                  reasonably be expected to be liable.

2.2      The Company's Constitution.

         A.       Particulars of the Company. The particulars of the Company set
                  out in Schedule 1 (The Vendors and the Company) are true and
                  accurate.

         B.       Share Capital. The Sale Shares and the Preference Shares
                  comprise the whole of the issued and allotted share capital of
                  the Company.

         C.       Options, etc. No Person has the right (whether exercisable now
                  or in the future and whether contingent or not) to call for
                  the sale, transfer or conversion of any share or loan capital
                  of the Company pursuant to any option or other agreement
                  (including conversion and exchange rights and rights of
                  pre-emption).

         D.       Memorandum and Articles. The copies of the memorandum and
                  articles of association of the Company which will be annexed
                  to the Disclosure Letter will be true and complete in all
                  respects and have embodied therein or annexed thereto a copy
                  of every resolution or agreement as is required by law to be
                  embodied in or annexed to them, and set out completely the
                  rights and restrictions attaching to each class of authorised
                  share capital of the Company.

         E.       Company Resolutions. All resolutions of the Company or any
                  class of its members which are required to be filed at
                  Companies House have been so filed.

2.3      The Company's Investments.

         A.       Particulars of the Material Subsidiaries. The particulars set
                  out in Schedule 2 (The Subsidiaries) are true and complete,
                  and the Company has no other Material subsidiary or subsidiary
                  undertaking.

         B.       Material Subsidiaries' Share Capital. Schedule 2 contains true
                  and complete particulars of the authorised and issued share
                  capital of the Material Subsidiaries, and the shares there
                  shown as issued are in issue fully paid and are Beneficially
                  Owned and registered as set out therein, in each case free
                  from any Encumbrances.

         C.       Options, etc. No Person has the right (whether exercisable now
                  or in the future and whether contingent or not) to call for
                  the allotment, issue, sale, transfer or conversion of any
                  share or loan capital of any of the Material Subsidiaries
                  under any option or other agreement (including conversion or
                  exchange rights and rights of pre-emption).


                                       39

<PAGE>   43


         D.       Material Subsidiaries' Memoranda and Articles. The copies of
                  the memoranda and articles of association, or other
                  organizational documents, of each of the Material Subsidiaries
                  annexed to the Disclosure Letter are true and complete and
                  have embodied therein or annexed thereto a copy of every
                  Material resolution or agreement as is required by law to be
                  embodied in or annexed to them, and set out completely the
                  rights and restrictions attaching to each class of authorised
                  share capital of each of the Material Subsidiaries.

         E.       Material Subsidiaries' Resolutions. All resolutions of the
                  Material Subsidiaries or any class of their members which are
                  required to be filed at Companies House (or its equivalent in
                  the country of incorporation when that is not England and
                  Wales) have been so filed.

         F.       Investments, Associations and Branches. The Company is not the
                  registered holder or Beneficial Owner of, and has not agreed
                  to acquire, any class of the share or other capital of any
                  other company or corporation (whether incorporated in the
                  United Kingdom or elsewhere) other than of the Subsidiaries or
                  to an extent which is not material.

2.4      The Company and the Law.

         A.       Compliance with Laws. The Company has conducted its business
                  in compliance with all applicable Laws and Regulations of the
                  United Kingdom and any relevant foreign country or authority
                  except for such failures to comply as could not reasonably be
                  expected to have a Material Adverse Effect on the Company.
                  There is no Order of any Court, any Governmental Authority or
                  other competent authority or agency of the United Kingdom or
                  any foreign country outstanding against the Company that could
                  reasonably be expected to have a Material Adverse Effect on
                  the Company.

         B.       Returns. Since the Balance Sheet Date the Company has
                  substantially complied with the provisions of the Companies
                  Acts, and all Material returns, particulars, resolutions and
                  other documents required under any legislation to be delivered
                  on behalf of the Company to the Registrar of Companies or to
                  any other authority whatsoever have been properly made and
                  delivered. All such documents delivered to the Registrar of
                  Companies or to any other Governmental Authority whatsoever,
                  whether or not required by law, were true and accurate in all
                  Material respects when so delivered, and the Company has not
                  received notification of the levy of any fine or penalty for
                  non-compliance by the Company or any director of the Company
                  that could reasonably be expected to have a Material Adverse
                  Effect on the Company.

         C.       Authorisations.

                  1.    The Company has not been notified or become aware of any
                        failure to obtain any Material Authorisations necessary
                        to enable the Company to carry on its business
                        effectively in the places and in the manner in which


                                       40


<PAGE>   44

                        such business is now carried on, and all such
                        Authorisations are in full force and effect and not
                        limited in duration.

                  2.    The Company has not been notified or become aware that
                        the utilisation of any of the assets of the Company or
                        the carrying on of any aspect of the Company's business
                        or any business now being carried on at any of the
                        Properties is in breach of any of the terms and
                        conditions of any of such Material Authorisations, or
                        that any such Material Authorisation could reasonably be
                        expected to be suspended, cancelled or revoked.

         D.       Breach of Statutory Provisions. Neither the Company nor any of
                  its directors, officers, or employees (during the course of
                  their duties in relation to the Company) have committed, or
                  omitted to do, any act or thing the commission or omission of
                  which is, or could be, in contravention of any Law, Regulation
                  or Order in the United Kingdom or elsewhere that is punishable
                  by fine or other penalty and which could reasonably be
                  expected to have a Material Adverse Effect on the Company, and
                  no notice or communication has been received with respect to
                  any alleged, actual or potential violation of or failure to
                  comply with such Law, Regulation or Order which could
                  reasonably be expected to have a Material Adverse Effect on
                  the Company.

         E.       Litigation.

                  1.    Neither the Company nor any of its directors, officers,
                        or employees is engaged in or the subject of any
                        litigation, arbitration, administrative or criminal
                        proceedings whether as plaintiff, defendant or
                        otherwise, that could reasonably be expected to have a
                        Material Adverse Effect on the Company or the ability of
                        the Purchaser to carry on the Company's business in the
                        same manner and to the same extent as carried on prior
                        to Completion.

                  2.    No litigation or arbitration or administrative or
                        criminal proceedings are pending or threatened by or
                        against the Company or any such director, officer, or
                        employee that could reasonably be expected to have a
                        Material Adverse Effect on the Company or the ability of
                        the Purchaser to carry on the Company's business in the
                        same manner and to the same extent as carried on prior
                        to Completion, and there are no facts or circumstances
                        that could reasonably be expected to give rise to any
                        such litigation or arbitration or administrative or
                        criminal proceedings.

                  3.    Neither the Company nor any of its directors, officers,
                        or employees (during the course of their duties in
                        relation to the Company) has been a party to any
                        undertaking or assurance given to any Court or
                        Governmental Authority with respect to any pending
                        matter or is the subject of any injunction which is
                        still in force, in each case that could reasonably be
                        expected to have a Material Adverse Effect on the
                        Company.


                                       41

<PAGE>   45


         F.       Fair Trading.

                  1.    No agreement, practice or arrangement carried on by the
                        Company or to which the Company is or has in the two
                        years prior to the date of this Agreement been a party
                        infringes any competition, restrictive trade practice,
                        anti-trust, fair trading or consumer protection law or
                        legislation applicable in any jurisdiction in which the
                        Company has assets or carries on business or in which
                        the activities of the Company may have an effect.

                  2.    The Company has not given any assurance or undertaking
                        to the Restrictive Practices Court or the Director
                        General of Fair Trading or the Secretary of State for
                        Trade and Industry, the European Commission, the EFTA
                        Surveillance Authority or the Court of Justice of the
                        European Communities or to any other Court or
                        Governmental Authority and is not subject to or in
                        default or contravention of any Law, Regulation or Order
                        relating to the matters referred to in this Paragraph
                        (F).

         G.       Pensions.

                  1.    Apart from the liability to contribute to the Axsia
                        Scheme and to personal pension schemes at rates and in
                        respect of persons disclosed in the Disclosure Letter
                        the Company has no obligation to provide or contribute
                        to the provision of any relevant benefit (as defined in
                        ICTA 1988, s 612) or like benefit for or in respect of
                        any of the employees and officers or former employees
                        and former officers of the Company.

                  2.    Complete and accurate particulars of the Axsia Scheme
                        (in the form of copies of any documents issued by the
                        Company to its employees and officers or former
                        employees and former officers and, in the case of the
                        Axsia Scheme, of the current trust deed and rules of the
                        Axsia Scheme and of the personal pension schemes to
                        which the Company contributes and of the Company's
                        liability to contribute to each of them) will be set out
                        in the Disclosure Letter.

                  3.    All amounts that have fallen due to the Axsia Scheme and
                        to any personal pension scheme from the Company in
                        respect of any of the employees or former employees or
                        officers or former officers of the Company have been
                        paid on or before the latest date allowed by law.

                  4.    The Axsia Scheme provides only money purchase benefits
                        or benefits payable on death in service or on disability
                        that are fully and adequately insured.


                                       42

<PAGE>   46


2.5      Taxation Matters.

         A.       General Taxation Matters.

                  1.    Residence. The Company is resident, for taxation
                        purposes, only in the United Kingdom.

                  2.    Payment of Tax. The Company has duly and punctually paid
                        all taxation which it has become liable to pay and is
                        under no liability to pay any penalty or interest in
                        connection with any claim for taxation and has not paid
                        any tax which it was and is not properly due to pay.
                        None of the Company's tax returns is disputed by the
                        Inland Revenue or any other Governmental Authority, and
                        there are no facts or circumstances that could
                        reasonably be expected to give rise to such a dispute.

                  3.    Payments under deduction. All payments by the Company to
                        any Person that ought to have been made under deduction
                        of tax have been so made, and the Company has (if
                        required by Law or Regulation to do so) provided
                        certificates of deduction to such Person and accounted
                        to the Inland Revenue for the tax so deducted.

         B.       Close Company Matters.  The Company is not a close company.

         C.       Clearances. The Company has obtained all clearances under any
                  enactment relating to taxation for which the Vendors
                  considered it prudent to apply. The facts and circumstances
                  relevant to the applications for such clearances were
                  disclosed in such applications. The Completion of this
                  Agreement and implementation of the transactions contemplated
                  hereby will not give rise to the re-opening or withdrawal of
                  any clearances previously obtained in relation to any taxation
                  matters.

         D.       Taxation of Employees and Agents.

                  1.    PAYE. The Company has operated the Pay As You Earn
                        system as required by Law or Regulation in connection
                        with both employee income tax deductions and national
                        insurance contributions.

                  2.    Benefits for Employees. The Company has not issued any
                        shares in the circumstances described in Section 77(1)
                        and has complied with Section 85 of the Finance Act
                        1988.

                  3.    Slave Companies. Any payment made to or for the direct
                        or indirect benefit of any Person who is or could
                        reasonably be expected to be regarded by any
                        Governmental Authority with jurisdiction over taxation
                        matters as an employee of the Company has been and is
                        made to such Person directly and has not been and is not
                        made to any company or other entity associated with that
                        Person.


                                       43

<PAGE>   47


         E.       Stamp Duties.

                  1.    Stamp Duty. The Company has duly paid or has procured to
                        be paid all stamp duty on documents to which it is a
                        party or in which it is interested and which are liable
                        to stamp duty.

                  2.    Stamp Duty Reserve Tax. The Company has made all returns
                        and paid all stamp duty reserve tax in respect of any
                        transaction in securities to which it has been a party
                        or in respect of which it is liable to account for stamp
                        duty reserve tax.

         F.       Value Added Tax.

                  The Company has complied with all statutory provisions and
                  regulations relating to value added tax and has duly paid or
                  provided for all amounts of value added tax for which the
                  Company is liable.

2.6      The Company's Solvency.

         A.       Winding Up. No order has been made, petition presented or
                  resolution passed for the winding up of the Company, and no
                  meeting has been convened for the purpose of winding up the
                  Company. The Company has not been a party to any transaction
                  that could be avoided in a winding up.

         B.       Administration and Receivership. No steps have been taken for
                  the appointment of an administrator or receiver (including an
                  administrative receiver) of all or any part of the Company's
                  assets.

         C.       Compositions. The Company has not made or proposed any
                  arrangement or composition with its creditors or any class of
                  its creditors.

         D.       Insolvency. The Company is not insolvent, is not unable to pay
                  its debts within the meaning of the insolvency legislation
                  applicable to the Company and has not stopped paying its debts
                  as they fall due.

         E.       Unsatisfied Judgments. No distress, execution or other process
                  has been levied against the Company or action taken to
                  repossess goods in the Company's possession that has not been
                  satisfied in full. No unsatisfied judgment is outstanding
                  against the Company.

         F.       Floating Charges. No floating charge created by the Company
                  has crystallised, and there are no facts or circumstances that
                  could reasonably be expected to cause such a floating charge
                  to crystallise.

         G.       Analogous Events. No event analogous to any of the foregoing
                  has occurred in or outside England.


                                       44

<PAGE>   48


2.7      The Company's Records and Accounts.

         The Vendors hereby represent and warrant that:

         A.       Books and records. All accounts, books, ledgers, financial and
                  other records of whatsoever kind ("Records") of the Company:

                  1.    are in the possession and control of the Company and
                        contain true, complete and accurate records in all
                        Material respects of all matters required by Law to be
                        entered therein; and

                  2.    have been fully, properly and accurately maintained in
                        all Material respects on a consistent basis.

                  No notice or allegation that any of the Records is incorrect
                  or should be rectified has been received.

         B.       Accounts. None of the Vendors has Knowledge of any errors or
                  omissions in the Audited Accounts or any matters which make
                  the Audited Accounts in any way misleading:

         C.       Management Accounts. The cumulative profits, assets and
                  liabilities of the Company stated in the Management Accounts
                  have been fairly presented in accordance with accounting
                  principles generally accepted in the United Kingdom and
                  applied consistently with those utilised in the preparation of
                  the Audited Accounts.

2.8      The Company's Business and the Effect of Sale.

         A.       Business Since the Balance Sheet Date. Since the Balance Sheet
                  Date:

                  1.    save for disposals for fair value in the ordinary course
                        of its business, the Company has not disposed of any
                        Material assets included in the Audited Accounts;

                  2.    the Company has not acquired any Material assets;

                  3.    the Company has not given, created or allowed, or
                        entered into any agreement or commitment to give, create
                        or allow, any Material Encumbrance over or in respect of
                        the whole or any part of the Company's assets (whether
                        owned as of the Balance Sheet or thereafter acquired),
                        undertaking, goodwill or uncalled capital;

                  4.    the Company has not entered into, or agreed to enter
                        into, any commitment to acquire or dispose of on capital
                        account any asset of a value in excess of (pound)
                        150,000 or any commitment involving expenditure by it on
                        capital account;


                                       45

<PAGE>   49


                  5.    no share or loan capital has been agreed to be issued by
                        the Company; and

                  6.    no distribution of capital or income has been declared,
                        made or paid in respect of any share capital of the
                        Company (other than distributions made by wholly owned
                        Subsidiaries to the Company or to another wholly owned
                        Subsidiary), and (excluding fluctuations in overdrawn
                        current accounts with bankers) no loan or share capital
                        of the Company has been repaid in whole or part or has
                        become liable to be repaid in whole or part.

         B.       Commission. No one is entitled to receive from the Company any
                  Material finder's fee, brokerage, or other commission in
                  connection with this Agreement or the sale and purchase of
                  shares in the Company.

         C.       Consequence of Share Acquisition by the Purchaser. The
                  acquisition of the Sale Shares by the Purchaser or compliance
                  with the terms of this Agreement will not:

                  1.    result in any Material indebtedness of the Company
                        becoming due or capable of being declared due and
                        payable prior to its stated maturity;

                  2.    result in a breach of, or constitute a default under,
                        any Order of any Court or Governmental Authority by
                        which the Company is bound or subject which could
                        reasonably be expected to result in a Material Adverse
                        Effect on the Company; or

                  3.    result in a breach of, or constitute a default under the
                        terms, conditions or provisions of, any agreement,
                        understanding, arrangement or instrument (including any
                        of the Company's contracts) which could reasonably be
                        expected to result in a Material Adverse Effect on the
                        Company.

         D.       Grants. The Company has not applied for or received any
                  financial assistance from any Governmental Authority.

         E.       Insurances.

                  1.    Particulars of Material insurance policies (including
                        the limit and basis of cover under each policy and the
                        amount of the applicable excess) in which the Company
                        has an interest (the "Company's Insurances") will be
                        given in the Disclosure Letter.

                  2.    All the Company's Insurances are in full force and
                        effect and will be maintained in full force without
                        alteration pending Completion.

         F.       Trading Name. The Company does not trade under any name other
                  than its corporate name and any other name given in the
                  Disclosure Letter.


                                       46

<PAGE>   50


2.9      The Company's Assets.

         A.       Assets and Charges.

                  1.    No Material asset is shared by the Company with any
                        other Person, and the Company does not depend for its
                        business upon any assets, premises, facilities or
                        services owned or supplied by any of the Vendors or any
                        Person connected with any of the Vendors.

                  2.    No charge in favour of the Company is void or voidable
                        for want of registration.

         B.       Debts. The Company has not factored or discounted any of its
                  debts or other receivables or agreed to do so.

         C.       [Not used]

         D.       [Not used]

         E.       Intellectual Property Rights.

                  1.    All the Intellectual Property rights owned or used by
                        the Company are valid and enforceable and are owned by
                        or licensed to it, and nothing has been done, omitted or
                        permitted whereby any of the Intellectual Property
                        rights has ceased or could reasonably be expected to
                        cease to be valid and enforceable.

                  2.    None of the processes or products of the Company
                        infringes any Intellectual Property or any right of any
                        other Person relating to Intellectual Property or
                        involves the unlicensed use of confidential information
                        disclosed to the Company by any Person in circumstances
                        that could reasonably be expected to entitle that Person
                        to make a claim against the Company.

                  3.    None of the Listed Intellectual Property is being used,
                        claimed, applied for, opposed or attacked by any Person.

                  4.    None of the Listed Intellectual Property or any rights
                        relating to it is being infringed by any Person.

                  5.    There are no outstanding claims against the Company for
                        infringement of any Intellectual Property or of any
                        rights relating to it used (or which have been used) by
                        the Company and during the last three years no such
                        claims have been settled by the giving of any
                        undertakings which remain in force. The Company has not
                        received any actual or threatened claim that any of the
                        Listed Intellectual Property is invalid or infringes the
                        rights of any Person.


                                       47

<PAGE>   51


                  6.    Confidential information and know-how used by the
                        Company is kept strictly confidential. The Company has
                        not disclosed (except in the ordinary course of its
                        business) any of its confidential information, know-how,
                        trade secrets or list of customers to any other Person.

                  7.    The Listed Intellectual Property Agreements are the
                        Material agreements in respect of Intellectual Property
                        to which the Company is a party. Each of the Listed
                        Intellectual Property Agreements is valid and binding,
                        and the Company is not in breach of any of the
                        provisions of such agreements.

                  8.    None of the Intellectual Property owned or used by the
                        Company is subject to compulsory licensing or the
                        granting of any licences of right nor, to the Knowledge
                        of the Vendors, will it become so by operation of law.

         F.       [Not used]

         G.       Properties.

                  1.    Interest in Properties

                        a.    The particulars of the Properties shown in
                              Schedule 4 (Properties) are true and correct in
                              all Material respects. Except as there shown, the
                              Company has no other interest in land and does not
                              occupy any other property and has not entered into
                              any agreement to acquire or dispose of any land or
                              premises or any interest therein which has not
                              been completed.

                        b.    The Company is solely legally and beneficially
                              entitled to and has good and marketable title to
                              and exclusive occupation of the Owned Properties.

                        c.    The Company owns the Owned Properties free from
                              any mortgage or charge (whether legal or
                              equitable, fixed or floating), Encumbrance, lease,
                              sub-lease, tenancy, licence or right of
                              occupation, rent charge, exception, reservation,
                              easement, quasi easement or privilege (or
                              agreement for any of the same) in favour of a
                              third party.

                        d.    The leases, sub-leases, tenancies or agreements
                              for any of the same under which the Company holds
                              the Leased Properties are valid and subsisting in
                              all Material respects against all Persons,
                              including any Person in whom any superior estate
                              or interest is vested.

                        e.    There are appurtenant to each Property all
                              Material rights and easements necessary for its
                              current use and enjoyment (without restriction as
                              to time or otherwise) and the access for each of
                              the


                                       48

<PAGE>   52


                              Properties is over roads adopted by local
                              Governmental Authorities and maintained at public
                              expense.

                        f.    The Company has not entered into any Material
                              positive covenants or personal obligations, nor
                              does it have any Material personal rights under
                              which it has any subsisting liability (whether
                              actual or contingent).

                  2.    Matters affecting Properties.

                        a.    None of the Properties is used for any purpose
                              other than the use specified for each Property in
                              Schedule 4 (Particulars of Properties).

                        b.    Where the interest of the Company in a Property is
                              leasehold, there is no right for the landlord to
                              terminate the lease except in the event of
                              non-payment of rent or other breach of covenant by
                              the Company.

2.10     The Company's Contracts.

         A.       The Company's Contracts. Except as could not reasonably be
                  expected to result in a Material Adverse Effect on the Company
                  no notice of termination of any of the Company's contracts has
                  been received or served by the Company, and there are no
                  grounds for determination, rescission, avoidance or
                  repudiation of, any such contracts.

         B.       Contractual Arrangements.

                  1.    All of the Company's Material contracts will be
                        disclosed to the Purchaser in the Disclosure Letter or
                        in the course of the Purchaser's due diligence
                        investigations.

                  2.    The copies of the Company's contracts provided to the
                        Purchaser in the course of its due diligence activities
                        will be complete and accurate.

         C.       Substantial or significant contracts. No contract, agreement,
                  transaction, obligation, commitment, understanding,
                  arrangement or liability entered into by the Company and now
                  outstanding or unperformed involves any of the following:

                  1.    save in the ordinary course of business, obligations on
                        the part of the Company which will cause or could
                        reasonably be expected to cause the Company to incur
                        expenditure or an obligation to pay money in excess of
                        (pound)150,000;

                  2.    obligations on the part of the Company to purchase any
                        specified minimum quantity or any specified minimum
                        percentage of its total requirement for any of its stock
                        in trade from any one supplier;


                                       49

<PAGE>   53


                  3.    the supply by the Company of products or services to any
                        one customer such that the value of such supplies
                        exceeds or could reasonably be expected to exceed 5 per
                        cent of the total turnover of the Company in the
                        financial year ending December 31, 2000 or in any
                        subsequent year.

         D.       [Not used].

         E.       Sureties. None of the Vendors nor any third party have given
                  any guarantee of or security for, any overdraft loan, loan
                  facility or off-balance sheet financing granted to the
                  Company, nor has the Company given any guarantee of or
                  security for any overdraft loan, loan facility or off-balance
                  sheet financing granted to any of the Vendors. There is not
                  now outstanding in respect of the Company any guarantee or
                  warranty or agreement for indemnity or for suretyship given by
                  or for the accommodation of the Company or in respect of the
                  Company's business.

         F.       Powers of Attorney. No powers of attorney given by the Company
                  (other than to the holder of an Encumbrance solely to
                  facilitate its enforcement) are now in force. No Person, as
                  agent or otherwise, is entitled or authorised to bind or
                  commit the Company to any obligation not in the ordinary
                  course of the Company's business, and the Vendors have no
                  Knowledge of any Person purporting to do so.

         G.       Insider Contracts.

                  1.    There is not outstanding, and there has not at any time
                        since the Balance Sheet Date been outstanding, any
                        Material agreement or arrangement to which the Company
                        is a party and in which any of the following Persons is
                        or has been interested, whether directly or indirectly:

                        a.    any of the Vendors;

                        b.    any Person beneficially interested in the
                              Company's share capital;

                        c.    any Director; or

                        d.    any Person connected with any of them.

                  2.    The Company is not a party to, nor have its profits or
                        financial position during such period been affected by,
                        any Material agreement or arrangement which is not
                        entirely of an arm's length nature.

                  3.    All costs incurred by the Company have been charged to
                        the Company and not borne by any of the Vendors.

         H.       Debts. There are no Material debts owing by or to the Company
                  other than debts which have arisen in the ordinary course of
                  business, nor has the Company lent any Material amount of
                  money which has not been repaid.


                                       50

<PAGE>   54


         I.       Guarantees. The Company is not a party to, nor has it given
                  any guarantee, suretyship, comfort letter or any other
                  obligation to provide funds or take action in the event of
                  default in the payment of any indebtedness of any other Person
                  or in the performance of any obligation of any other Person.

         J.       Tenders, etc. No offer, tender, or the like is outstanding
                  which is capable of being converted into a Material obligation
                  of the Company by an acceptance or other act of some other
                  Person.

2.11     The Company and its Bankers.

         A.       Facilities. Full and accurate details of all Material
                  overdrafts, loans or other financial facilities outstanding or
                  available to the Company will be given in the Disclosure
                  Letter. True and correct copies of all documents relating
                  thereto will be provided to the Purchaser, and none of the
                  Vendors nor the Company have done anything whereby the
                  continuance of any such facilities in full force and effect
                  could reasonably be expected to be affected or prejudiced.

         B.       Off-Balance Sheet Financing. The Company has not engaged in
                  any borrowing or financing not required to be reflected in the
                  Audited Accounts.

         C.       Bank Accounts. Full and accurate particulars of all the bank
                  and deposit accounts of the Company and of the credit or debit
                  balances on such accounts as at a date (the "Statement Date")
                  not more than seven days before the date of delivery of the
                  Disclosure Letter will be given in the Disclosure Letter. From
                  the Statement Date to the Completion Date there will be no
                  payments out of any such accounts except for routine payments
                  in the ordinary course of the Company's business, and the
                  balances on such accounts as at the date of delivery of the
                  Disclosure Letter and as at the Completion Date will not be
                  substantially different from the balances shown as at the
                  Statement Date.

2.12     The Company and its Employees.

         A.       Directors. Schedules 1 and 2 show the full names and offices
                  held by each Person who is a director of the Company. No other
                  Person is a director or shadow director of the Company.

         B.       Particulars of Employees.

                  1.    Annexed to the Disclosure Letter will be a list of all
                        individuals (the "Employees") employed by the Company at
                        the date of this Agreement. Such list indicates those
                        Employees who are party to a contract of service with
                        the Company. Notice of termination will not be given by
                        the Company to any of the Employees on or before
                        Completion.

                  2.    The particulars shown in the list annexed to the
                        Disclosure Letter will show remuneration payable and
                        other benefits which the Company is bound to


                                       51

<PAGE>   55


                        provide (whether now or in the future) to each category
                        of the Employees at Completion or any Person connected
                        with any such Person.

                  3.    There are no subsisting contracts for the provision by
                        any Person of any consultancy services to the Company.

                  4.    None of the Employees is under notice of dismissal or
                        has any outstanding dispute with the Company in
                        connection with or arising from his employment that
                        could reasonably be expected to have a Material Adverse
                        Effect on the Company, nor is there any Material
                        liability outstanding to any Employee or former employee
                        except for remuneration or other benefits accruing due,
                        and no such remuneration or other benefit which has
                        fallen due for payment has not been paid.

                  5.    There are no Material loans owed by any of the Employees
                        to the Company.

                  6.    Since the date of this Agreement, no change outside the
                        ordinary course of business has been made in (i) the
                        rate of remuneration, or the emoluments or pension
                        benefits or other contractual benefits, of any officer
                        of the Company or any of the Employees or (ii) the terms
                        of engagement of any such officer or any of the
                        Employees.

                  7.    There is no Material outstanding undischarged liability
                        to pay to any Governmental Authority in any jurisdiction
                        any contribution, taxation or other duty arising in
                        connection with the employment or engagement of any of
                        the Employees.

         C.       Service Contracts. There is not outstanding any contract of
                  service between the Company and any of its directors, officers
                  or employees (i) which is not terminable by the Company
                  without compensation (other than any compensation payable by
                  statute) on not more than three months' notice given at any
                  time or (ii) pursuant to which any Employee will become
                  entitled by virtue of his contract of service to any Material
                  enhancement in or improvement to his remuneration, benefits or
                  terms and conditions of service only by reason of completion
                  of the sale and purchase of the Sale Shares under or pursuant
                  to this Agreement.

         D.       Disputes with Employees.  There is no:

                  1.    pending or threatened claim by any Employee or former
                        employee of the Company or any dispute outstanding with
                        any Employee or former employee or with any unions or
                        any other body representing all or any of them, in each
                        case in relation to their employment by the Company and
                        that could reasonably be expected to have a Material
                        Adverse Effect on the Company, and there are no facts or
                        circumstances that could reasonably be expected to give
                        rise to any such dispute;


                                       52

<PAGE>   56


                  2.    industrial action involving any Employee or former
                        employee, whether official or unofficial, currently
                        pending or threatened that could reasonably be expected
                        to have a Material Adverse Effect on the Company; or

                  3.    industrial relations matter which has been referred to
                        ACAS or any similar Governmental Authority in the
                        applicable jurisdiction for advice, conciliation or
                        arbitration that could reasonably be expected to have a
                        Material Adverse Effect on the Company.

2.13     Excluded Items. All written information provided to the Purchaser
         pursuant to Sub-Clause 6.2 (Excluded Items) of the Agreement with
         respect to the Excluded Items shall be true and correct in all
         respects.





                                       53


<PAGE>   57


                                   SCHEDULE 4
                            PARTICULARS OF PROPERTIES
                                     PART I

                                OWNED PROPERTIES

















                                     PART II

                                LEASED PROPERTIES




















--------------------------------------------------------------------------------
NOTE - BY AN EXCHANGE OF E-MAILS BETWEEN LOVELLS AND VINSON & ELKINS IT WAS
AGREED THAT DETAILS FOR SCHEDULE 4 WOULD BE PROVIDED AS SOON AS POSSIBLE AND
THAT THE WARRANTIES IN SCHEDULE 3 WOULD APPLY AS IF SUCH DETAILS HAD ALWAYS BEEN
INCLUDED IN THE AGREEMENT.


                                       54


<PAGE>   58


                                   SCHEDULE 5
                     PRINCIPAL WARRANTORS' WARRANTY SCHEDULE


<TABLE>
<CAPTION>
1.                                              2.                       3.
                                             WARRANTY                WARRANTY
NAME OF VENDOR                              PROPORTION             LIABILITY CAP
--------------                              ----------             -------------
                                                (%)                   (POUND)
<S>                                         <C>                    <C>
Braydeal Ltd.                                  8.44                   261,640
Sloane Investments Ltd                         8.44                   261,640
SUK Bof III Nominees Ltd                      51.89(1)              1,608,590(2)
Intermediate Capital Group Plc                 2.95(2)                 91,450(2)
Meggitt Properties Plc                        12.66                   392,460

Sloane Investments Ltd.                        2.56                    79,360
Lars McBride                                   2.56                    79,360
Peter G Michaluk                               4.00                   124,000
Ian S Harding                                  2.00                    62,000
Jonathan C Moseley                             2.50                    77,500
Raymond G Keating                              2.00                    62,000

</TABLE>
------------
(1) If the ICG Option is not exercised, SUK BOF III Nominees Ltd shall have a
    Warranty Proportion of 54.84% and Intermediate Capital Group Plc shall not
    be a Principal Warrantor.
(2) If the ICG Option is not exercised SUK BOF III Nominees Ltd shall have a
    Warranty Liability Cap of pounds 1,700,040, and Intermediate Capital Group
    Plc will not be a Principal Warrantor.




                                       55

<PAGE>   59



SIGNED for and on behalf

of Alpinvest Mezzanine BV

by Tom Bartlam                          /s/ Tom Bartlam
                                        ----------------------------------------


SIGNED for and on behalf

of Intermediate Capital Group Plc

by Tom Bartlam                          /s/ Tom Bartlam
                                        ----------------------------------------


SIGNED for and on behalf

of Intermediate Capital Limited

by Tom Bartlam                          /s/ Tom Bartlam
                                        ----------------------------------------


SIGNED for and on behalf

of Braydeal Limited

by J.K.L. McBride                       /s/ J.K.L. McBride
                                        ----------------------------------------


SIGNED for and on behalf

of Sloane Investments Limited

by Ian Coombs-Goodfellow                /s/ Ian Coombs-Goodfellow
(Director)                              ----------------------------------------


<PAGE>   60



SIGNED for and on behalf

of Suk Bof III Nominees Limited

by M. Enevoldsen (Director) and         /s/ M. Enevoldsen
                                        ----------------------------------------


J. Van Katwyk (Director)                /s/ J. Van Katwyk
                                        ----------------------------------------


SIGNED for and on behalf

of Meggitt Properties Plc

by Philip E. Green                      /s/ Philip E. Green
                                        ----------------------------------------


SIGNED for and on behalf

of Sloane Investments Limited

by Ian Coombs-Goodfellow                /s/ Ian Coombs-Goodfellow
(Director)                              ----------------------------------------



SIGNED by Lars McBride

in the presence of:

Lynne Sampson                           /s/ Lars McBride
                                        ----------------------------------------
6 Penner Close, Wimbledon SW19 6QA



SIGNED by Peter Gregory Michaluk

in the presence of:

Ann L. Michaluk                         /s/ Peter Gregory Michaluk
                                        ----------------------------------------


<PAGE>   61




SIGNED by Ian Stanley Harding

in the presence of:

Clare Checkland                         /s/ Ian Stanley Harding
                                        ----------------------------------------
9 Poplar Walk

Herne Hill  London SE24 0BX




SIGNED by Jonathan Charles Moseley

in the presence of:

L. J. Caple                             /s/ Jonathan Charles Moseley
                                        ----------------------------------------



SIGNED by Raymond Gerald Keating

in the presence of:

Linda J Keating                         /s/ Raymond Gerald Keating
                                        ----------------------------------------






<PAGE>   62




SIGNED for NATCO Group Inc.

by





/s/ Mike Mayer
---------------------------------------
Mike Mayer, Senior Vice President
and Chief Financial Officer