<PAGE>


                                                                   Exhibit 99(k)

                        DATED                        199
                        --------------------------------


                    (1) C. E. C. RADBONE


                    (2) TRANSMEDIA EUROPE, INC.


                    (3) TRANSMEDIA ASIA PACIFIC, INC.

                  
                      ------------------------------------

                              ACQUISITION AGREEMENT
                      relating to the issued share capital
                          of Countdown Holdings Limited

                      ------------------------------------


                                  LEWIS SILKIN
                                  Windsor House
                               50 Victoria Street
                                 LONDON SW1H ONW
                            Telephone: 0171 227 8000
                            Reference: TJW.TR240.009
<PAGE>

                                      INDEX
                                      -----

1. DEFINITIONS .......................................................   1

2. SALE AND PURCHASE OF THE SHARES ...................................   7

3. CONSIDERATION .....................................................   7

4. COMPLETION ........................................................   7

5. WARRANTIES ........................................................  10

6. CONTINUING OBLIGATIONS ............................................. 15

7. WAIVERS AND VARIATIONS ............................................  19

8. FURTHER ASSURANCE .................................................  19

9. GENERAL ...........................................................  20


                                    SCHEDULES
                                    ---------

Schedule 1    -      Details of Vendor and Shareholding
Schedule 2    -      Details of the Company
Schedule 3    -      Details of the Subsidiaries
Schedule 4    -      Premises
Schedule 5    -      Warranties
Schedule 6    -      Deed of Covenant
Schedule 7    -      Service Agreement
<PAGE>

THIS AGREEMENT is made on         day of         199

BETWEEN:-

(1)       THE PERSON whose name and address is set out in column (1) of Schedule
          1 ("the Vendor");

(2)       TRANSMEDIA EUROPE, INC. whose registered office is at [c/o United
          Corporate Services Inc 15 East North Street City of Dover County of
          Kent Delaware USA] ("Europe"); and 

(3)       TRANSMEDIA ASIA PACIFIC, INC. whose registered office is at [c/o
          United Corporate Services Inc. 15 East North Street, City of Dover,
          County of Kent, Delaware, USA] ("Asia").

WHEREAS:

The Vendor has agreed to sell and the Purchaser has agreed to purchase the
Shares on the terms and conditions hereinafter contained and in particular on
the basis of the warranties hereinafter mentioned.

NOW IT IS HEREBY AGREED as follows:-

1. DEFINITIONS

          1.1 In this Agreement unless the context otherwise requires:-

          "Accounts"
          means the latest audited consolidated balance sheet and profit and
          loss account of the Group including the statements of accounting
          policies set out therein and the notes thereto; 

          "Accounts Date" 
          means the date to which the Accounts are made up;

          "agreed form"
          means in the form agreed between the parties hereto prior to the date
          of this Agreement and incorporated herein or initialled for
          identification by or on behalf of the Vendor and the Purchaser;
<PAGE>

                                      -2-


          "Asia Shares"
          means 1,261,896 shares of Common Stock of Asia par value US$.00001
          per share;

          "Business Day"
          means any day except Saturdays and Sundays on which banks in the City
          of London are open for business;

          "CAA"
          means the Capital Allowances Act 1990; 

          "Certificates of Title" 
          means the certificates as to title to the Premises in the agreed form
          prepared in respect of the English Premises by the Vendor's Solicitors
          and in respect of the Irish Premises by the Vendor's Irish Solicitors;

          "the Company"
          Countdown Holdings Limited particulars of which are set out in
          Schedule 2;

          "Completion"
          means performance by the parties hereto of the obligations assumed by
          them under Clause 4;

          "Completion Date"
          means the date on which Completion takes place; 

          "Consideration" 
          means the consideration payable by the Purchaser to the Vendor for the
          sale and purchase of the Shares;

          "Customer"
          means any Person who or which at any time during the period of twelve
          months immediately prior to the Termination Date was the holder of a
          discount or other card issued by the Company or any Relevant
          Associated Company or who otherwise was entitled to receive the
          benefit of their schemes for members;

          "Deed of Covenant"
          means the deed of covenant set out in Schedule 6; 

          "Disclosure Letter"
          means the letter of even date herewith from the Vendor and addressed
          to the Purchaser by way of disclosure in relation to the matters
          raised in the Warranties;

          "Discounter"
          means any Person who or which at any time during the period of 12
          months prior to the date of this Agreement or at any time during the
          Restricted Period has agreed to provide or provided goods and/or
          services and/or concessions (by way of discount or otherwise) to
          customers or to the Company or any Group Company or any Licensee or
          any Joint Venture Partner whether on favourable terms or otherwise;
<PAGE>

                                       -3-


          "English Premises"
          means the premises described in Part I of Schedule 4;

          "enlarged Group"
          means together the Group and the Purchaser's Group; 

          "Environmental Laws" 
          means all statutory and local laws and subordinate legislation
          relating to Environmental Matters or otherwise relating to the
          manufacture, processing, distribution, use, treatment, storage,
          disposal, transport or handling of Hazardous Materials;

          "Environmental Matters"
          means waste, contaminated land, discharges or emissions of dangerous
          hazardous or toxic substances and materials;

          "Europe Shares"
          means 1,138,104 shares of Common Stock of Europe par value US$.00001
          per share;

          "Group"
          means the Company and the Subsidiaries and "Group Companies" means any
          of them;

          "Hazardous Materials"
          means chemicals, pollutants, contaminants, wastes, petroleum,
          petroleum products, dangerous hazards or toxic substances and
          materials;

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

          "Intellectual Property Assignment"
          means the assignment to the Purchaser of all Intellectual Property
          Rights owned used or developed by the Vendor in connection with the
          products or services provided by the Company;

          "Intellectual Property Rights"
          means the following assets of the Group Companies in any part of the
          world:

          (i)       any patents patent applications any trade or service marks
                    (whether or not registered) including applications therefor
                    used or held;

          (ii)      inventions whether or not capable of protection by patent
                    registration;

          (iii)     know-how including manufacturing data specifications and
                    drawings research materials and technical information;

          (iv)      copyrights or design rights whether registered or
                    unregistered in respect of drawings designs articles
                    specifications research materials technical information or
                    other documents and including rights in computer software;

          (v)       rights under any agreement granted by or to third parties to
                    use any of the above;

          (vi)      all goodwill in any trade or service name trading style or
                    get-up accrued;
<PAGE>

                                       -4-


          (vii)     any moral rights as defined by Sections 77-83 of the
                    Copyright Designs and Patents Act 1988 or any subsequent
                    amendment thereof in any drawings design or other copyright
                    work;

          "Joint Venture Agreements"
          means any agreement made between any Group Company and individual
          Joint Venture Partners for the development and/or exploitation of a
          business or businesses the same or similar to the Restricted Business
          and/or for the use and/or exploitation of the Intellectual Property
          Rights owned or used by any Group Company;

          "Joint Venture Partner"
          means any person with whom any Group Company has entered into a Joint
          Venture Agreement and with whom the Vendor shall have had dealings in
          the course of his employment with any Group Company;

          "in writing"
          shall include any communications made by letter or facsimile
          transmission;

          "Loan Notes"
          means the loan notes in a form agreed between the parties; 

          "Licencees"
          means any person with whom any Group Company has entered into a
          Licence Agreement and with whom the Vendor shall have had dealings in
          the course of his employment with any Group Company;

          "Licence Agreements"
          means any agreement made between any Group Company and individual
          licencees for the development and/or exploitation of a business or
          businesses the same or similar to the Restricted Business and/or for
          the use and/or exploitation of the Intellectual Property Rights owned
          or used by any Group Company;

          "Materially Interested"
          means employed or engaged by or concerned or interested in (whether
          directly or indirectly) other than as a shareholder holding directly
          or indirectly by way of investment of up to 3% in nominal value of the
          issued shares or other securities of any class of any company listed
          or dealt in on any Recognised Investment Exchange;

          "Irish Premises"
          means the premises described in Part II of Schedule 4; 

          "the Parent Company Guarantee"
          means the guarantee in the agreed form of the Company's obligations as
          a tenant of the premises at Hurlingham Business Park;

          "Person"
          means any person, firm, company, association, corporation or other
          organisation or entity;
<PAGE>

                                       -5-


          "Premises"
          means together the English Premises and the Irish Premises described
          in Schedule 4;

          "Purchaser"
          means Europe and Asia;

          "Purchaser's Group"
          means Asia and Europe their subsidiaries and any holding company of
          Asia or Europe from time to time;

          "Purchaser's Solicitors"
          means Lewis Silkin of Windsor House 50 Victoria Street London SW1H
          0NW;

          "Recognised Investment Exchange"
          means a body which is a recognised investment exchange for the
          purposes of the Financial Services Act 1986;

          "Restricted Business"
          means such business trade or activity in which the Company or any
          Relevant Company is engaged at the date of this Agreement;

          "Restricted Goods and/or Services"
          means goods and/or services of a type or which compete with those:-

                    (a) provided by the Company or any Relevant Company in the
                    ordinary course of its or their business during the period
                    of 12 months immediately prior to the Termination Date; and

                    (b) in the provision of which the Vendor was concerned or
                    engaged during his employment by the Company;

          "the Restricted Period"
          means the period beginning with the Completion Date and ending on the
          later of three years thereafter and eighteen months after the Vendor
          ceases to be employed by or render services to any of the companies in
          the enlarged Group;

          "Security Interest"
          means any encumbrance, mortgage, charge, assignment for the purpose of
          security, pledge, lien, right of set off, retention of title or other
          security interest of whatever kind and any agreement, whether
          conditional or otherwise to crease any such interest;

          "Service Agreement"
          means the contract of employment to be entered into substantially in
          the form set out in Schedule 7 by the Vendor;

          "Shares" 
          means the whole of the issued share capital of the Company owned by
          the Vendor details of which are set opposite his name in Schedule 1;

<PAGE>

                                      -6-


          "the Subsidiaries"
          means the companies particulars of which are set out in Schedule 3;

          "Taxation" or "taxation"
          means all taxes impositions duties charges and levies in all forms
          throughout the world of a fiscal nature and wheresoever imposed (and
          whether assessed or withheld at source) including and any penalties
          charges and interest accruing on any taxation and the words "tax" and
          "taxes" shall be construed accordingly;

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

          "Termination Date"
          means the date on which the Vendor ceases to be employed by or render
          services to any Group Company;

          "Territory"
          means each country in which the Company or any Relevant Company
          conducts the Restricted Business and/or supplies Restricted Goods
          and/or Services and each country in which the Company or any Group
          Company shall have entered into a Licence Agreement or Joint Venture
          Agreement under which any licensee or Joint Venture Partner conducts
          the Restricted Business and/or supplies Restricted Goods and/or
          Services pursuant to any of the Licence Agreements or the Joint
          Venture Agreements (as the case may be);

          "Vendor's Irish Solicitors" 
          means Ahearne O'Shea & Co of 13-16 Dame Street, Dublin;

          "Vendor's Solicitors"
          means S J Berwin & Co of 222 Grays Inn Road, London WC1X 8HB;

          "Warranties"
          means the warranties set out in Schedule 5.

          1.2 Except where the context otherwise requires words denoting the
singular include the plural and vice versa and words denoting any one gender
include all genders and words denoting persons include firms and corporations
and vice versa.

          1.3 Unless otherwise stated a reference to a Clause or sub-clause or a
Schedule is a reference to a clause or a sub-clause of or a schedule to this
Agreement. References in this Agreement include the Schedules and the Schedules
form part of this Agreement.

          1.4 References to any statute or statutory provision shall be deemed
to include a reference to any amendment or re-enactment thereof or substitution
therefor from time to time and any rules orders regulations and delegated
legislation made thereunder and shall include a reference also to any past
statutory provisions (as from time to time amended or re-enacted) which such
statute or statutory provision directly or indirectly has
<PAGE>

                                       -7-


replaced provided that any such amendment, re-enactment or any such rules do not
impose any greater obligations upon the parties than at the date hereof.

          1.5 Words and expressions contained in this Agreement shall where the
context so admits have the meanings thereby attributed by the Companies Act 1985
(as amended).

          1.6 A reference to a SSAP is a reference to a statement of standard
accounting practice adopted by the Accounting Standards Board and a reference to
a ERS is a reference to a financial reporting standard adopted by the Accounting
Standards Board.

          1.7 Where in this Agreement the expression "to the best of the Vendor
knowledge and belief" or "so far as the Vendor is aware" or any wording which
has similar effect there shall be deemed to be added the words "all reasonable
enquiry having been made".

2. SALE AND PURCHASE OF THE SHARES

          2.1 Subject to the terms of this Agreement the Vendor shall sell and
Europe shall purchase 250,000 of the Shares and Asia shall purchase 250,000
of the Shares with full title guarantee for the Consideration free from all
Security Interests but together with all rights and privileges attaching thereto
now and hereafter including (without limitation) the right to receive all
dividends and other distributions declared made or paid thereon on or after the
Completion Date.

3. CONSIDERATION

          3.1 The Consideration shall be the aggregate of the sum of
(pound)1,000,000 to be satisfied in cash and by the issue of the Europe Shares
and the Asia Shares.

          3.2 The Europe Shares and the Asia Shares shall rank pari passu with
the shares of Common Stock of Europe and Asia respectively in issue at the date
of allotment thereof save that they will not rank for any dividend declared or
paid prior to the date hereof nor will they be registered pursuant to the United
States of America Securities Act of 1933.

4. COMPLETION

          4.1 Subject to the provisions of this Clause Completion shall take
place at the offices of the Purchaser's Solicitors immediately after the
signing of this Agreement.
<PAGE>

                                   -8-


          4.2 On or before Completion the Vendor shall repay all monies then
owing by him to the Company or to any Group Company.

          4.3 At Completion the Vendor shall procure the delivery to the
          Purchaser of:-

                    4.3.1     the share certificates and transfers duly executed
                              by the Vendor in favour of Europe for 250 of the
                              Shares and Asia for 250 of the Shares (and/or such
                              other persons(s) as it shall have nominated);

                    4.3.3     an engrossment of the Deed of Covenant duly
                              executed by the Vendor;

                    4.3.4     the Certificates of Title and the title deeds and
                              other documents relating to the Premises not
                              subject to mortgages;

                    4.3.5     the share certificates in respect of all issued
                              shares in the Subsidiaries and duly executed
                              transfers of such shares not registered in the
                              name of the Company in favour of the Purchaser or
                              a person nominated by the Purchaser and any other
                              documents of title relating to the investments of
                              the Group Company;

                    4.3.6     statements of balances at a date not more than
                              three days prior to Completion with
                              reconciliations to the Business Day preceding the
                              Completion Date on all bank accounts of each Group
                              Company and all current cheque books relating to
                              such accounts and forms to amend the mandates
                              given to the relevant banks and other institutions
                              in such manner as the Purchaser shall direct;

                    4.3.7     the Service Agreement duly executed by the Vendor;

                    4.3.8     the resignation in agreed form of Rhodes & Rhodes
                              as auditors of each Group Company with effect from
                              Completion and confirming that they have no claim
                              against any member of the Group and containing in
                              each case a statement complying with Section
                              394(1) Companies Act 1985;

                    4.3.9     the resignations in agreed form of such persons as
                              the Purchaser shall stipulate as directors of the
                              Group Companies other than the Vendor and of the
                              current secretary of the Group Companies
                              acknowledging that he has no claim against the
                              Group Companies for loss of office;

                    4.3.10    the statutory books Certificates of Incorporation
                              and on Change of Name (if applicable) books of
                              account and documents of record of each Group
                              Company complete and up to date;
<PAGE>

                                       -9-


                    4.3.11    written confirmation from the Vendor that the
                              Group is not indebted to him in any way otherwise
                              than in respect of accrued salary, pension
                              contributions and other benefits relating to his
                              employment for the current month, (whether
                              actually or contingently) and that after
                              compliance with sub-clause 4.2 he will not be
                              indebted to the Company or any other member of the
                              Group or vice versa; and

                    4.3.12    irrevocable power of attorney (in such form as the
                              Purchaser may reasonably require) executed by the
                              Vendor in favour of the Purchaser to enable the
                              Purchaser (pending registration of the transfer of
                              the Shares hereunder) to exercise all voting and
                              other rights attaching to the Shares and to
                              appoint proxies for this purpose.

          4.4       On Completion the Vendor shall procure:-

                    4.4.1     the passing at a duly convened meeting of the
                              Board of Directors of the Company of resolutions:-

                              4.4.1.1   approving (subject only where necessary
                                        to their being duly stamped) the
                                        transfer of the Shares hereunder;

                              4.4.1.2   accepting the resignations of such
                                        persons as the Purchaser shall stipulate
                                        as directors of the Group Companies
                                        [other than the Vendor] and of the
                                        current secretary of the Company;]

                              4.4.1.3   appointing such persons as the Purchaser
                                        shall stipulate as additional directors
                                        and as secretary of the Company;

                              4.4.1.4   changing the accounting reference date
                                        of the Company to [       ];

                              4.4.1.5   appointing [       ] as auditors;

                              4.4.1.6   changing the registered office to such
                                        address as the Purchaser shall require;

                              4.4.1.7   approving and executing the Service
                                        Agreement;

                              4.4.1.8   modifying all existing bank and other
                                        mandates as the Purchaser shall direct;
                                        and

                    4.4.2     the passing at duly convened meetings of the Board
                              of Directors of each other Group Company of
                              resolutions:-

                              4.4.2.1   accepting the resignations of such
                                        persons as the Purchaser shall stipulate
                                        as directors of the Group Companies
                                        [other than the Vendor] and of the
<PAGE>

                                      -10-


                                        current secretary;

                              4.4.2.2   appointing such persons as the Purchaser
                                        shall stipulate as additional directors
                                        and as secretary;

                              4.4.2.3   approving the transfer of any shares not
                                        registered in the name of the Company to
                                        a nominee identified by the Purchaser
                                        (and subject only to the stamping of the
                                        same);

                              4.4.2.4   changing the accounting reference date
                                        to [       ];

                              4.4.2.5   appointing [       ] as auditors;

                              4.4.2.6   changing the registered office to such
                                        address as the Purchaser shall require;

                              4.4.2.7   modifying all existing bank and other
                                        mandates as the Purchaser shall direct.

          [4.5 The Vendor shall enter into Intellectual Property Assignment with
the Company in the agreed form].

          4.6 Upon completion of all the matters referred to in sub-clauses 4.2
to 4.5 above Asia and Europe (as the case may be) shall:-

                    4.6.1     satisfy the Consideration by a banker's draft for
                              (pound)500,000 from each of Asia and Europe
                              delivered to the Vendor's Solicitors (whose
                              receipt thereof shall be an absolute discharge of
                              the Purchaser and the Purchaser's Solicitors) and
                              the issue of the Europe Shares and the Asia Shares
                              to the Vendor and the delivery to him of stock
                              certificates therefor;
      
                    4.6.2     deliver to the Vendor's Solicitors a counterpart
                              of the Deed of Covenant and the Parent Company
                              Guarantee duly executed by the Purchaser; and

                    4.6.3     grant options the agreed form in favour of the
                              Vendor over 250,000 shares of Common Stock par
                              value US$.00001 per share of each of Europe and
                              Asia; and

                    4.6.4     appoint the Vendor (who hereby consents to so act)
                              as a director of Europe and Asia.

          4.7 The Purchaser shall not be obliged to complete the purchase of any
of the Shares unless the purchase of all such Shares is completed
simultaneously.

5. WARRANTIES
<PAGE>

                                      -11-


          5.1 The Vendor hereby warrants to the Purchaser (both for themselves
and as trustee for all other members of the enlarged Group) as to the accuracy
of the Warranties.

          5.2 The Warranties are given subject to the statements of fact fairly
disclosed in the Disclosure Letter and which if not so disclosed would have
rendered a Warranty untrue and which disclosures the Vendor warrants represents
and undertakes to be true and accurate and not misleading.

          5.3 Each of the Warranties shall be a separate Warranty and shall in
no way be limited or reduced by reference to the terms of any other Warranty.

          5.4 The Purchaser has entered into this Agreement on the basis of the
Warranties and in reliance on them.

          5.5 The Purchaser warrants that at the date hereof it has no knowledge
of any fact or matter which may render any Warranty untrue.

          5.6 In the event of a breach of any of the Warranties the Vendor shall
not be entitled to disclaim liability therefor on the grounds that loss in
respect thereof has been suffered by the relevant Group Company rather than by
the Purchaser nor raise as a defence the fact (if it be the case) that the
relevant Group Company and/or its employees officers agents or advisers had or
ought to have had at any time knowledge of the breach complained of.

          5.7       No proceedings shall be commenced in respect of any claim
                    for breach of the Warranties or the Deed of Covenant
                    unless:- 

                    5.7.1     notice giving reasonable details of the claim:

                              5.7.1.1   shall, in the case of any claim other
                                        than a claim relating to Taxation, have
                                        been delivered to the Vendor by the
                                        Purchaser as soon as reasonably
                                        practicable after it has become aware of
                                        it and in any event not later than
                                        twenty-one months after the date of
                                        Completion; and

                              5.7.1.2   insofar as such breach relates to
                                        Taxation, shall have been delivered to
                                        the Vendor by the Purchaser as soon as
                                        reasonably practicable after it has
                                        become aware of it and in any event
                                        within seven years of the date of
                                        Completion; and

                    5.7.2     the amount of each claim exceeds (pound)2,500 and
                              when aggregated with all the other claims exceeds
                              (pound)50,000 in which event the full
<PAGE>

                                      -12-


                              amount (and not only the excess) may be claimed
                              under legal proceedings.

          The limitations in this Clause 5.7 and in Clauses 5.8 to 5.10 and 5.12
shall not apply in the case of fraud by the Vendor.

          5.8 The total amount of the liability in respect of any and all claims
under the Warranties and the Deed of Covenant shall be limited to
(pound)2,500,000.

          5.9 If, subsequent to any payment by the Vendor to the Purchaser in
respect of any Warranty claim or any claim under the Deed of Covenant, the Group
or the Purchaser or either of them receives any payment from any third party in
respect of the loss suffered by the Company which resulted in the claim, the
Purchaser shall reimburse to the Vendor the amount so recovered less all
reasonable costs and expenses (including any Tax liability) of the recovery but
including in addition any interest or repayment supplement paid by the Inland
Revenue or HM Customs & Excise and the Purchaser shall and shall procure that
the Group shall use all reasonable endeavours to enforce any rights to make any
such recovery from any third parties subject to the Purchaser and the Group
being indemnified and secured to their reasonable satisfaction by the Vendor
against all losses, liabilities, costs and expenses properly and reasonably
incurred in connection with the enforcement of such rights.

          5.10.1    Upon the Purchaser or the Group becoming aware of any claim,
                    action or demand ("a Claim") against the Company or any
                    matter ("a Relevant Matter") likely to give rise to any of
                    these in respect of the Warranties or the Deed of Covenant,
                    then provided that the Purchaser's claim against the Vendor
                    shall not be prejudiced the Purchaser shall:

                    5.10.1.1  as quickly as reasonably possible, notify the
                              Vendor by written notice as soon as it is
                              reasonably clear to the Purchaser that the Vendor
                              is or may become liable under the Warranties or
                              the Deed of Covenant and in the case of a matter
                              relating to Taxation provide reasonably sufficient
                              details of such claim, details of the due date for
                              any payment and the time limits for any appeal, as
                              soon as possible and in any event not more than 14
                              days after the Purchaser or the Group becomes
                              aware of such claim;

                    5.10.1.2  at the request of the Vendor, allow the Vendor to
                              take the sole conduct of such actions as the
                              Vendor may deem reasonably appropriate in
                              connection with any such Claim in the name of the
                              appropriate Group company and in that connection
                              the Group and the Purchaser shall give or
<PAGE>

                                      -13-


                              cause to be given to the Vendor all such
                              assistance as he may reasonably require in
                              avoiding, disputing, resisting, settling,
                              compromising, defending or appealing any such
                              Claim; and

                    5.10.1.3  take all reasonable action to mitigate any loss
                              suffered by it or any member of the Group of which
                              a Claim could be made under the Warranties;

                    5.10.1.4  give such information to the Vendor and his
                              professional advisers as the Vendor may reasonably
                              request for the purpose of the Vendor exercising
                              his entitlement as specified in sub-clause
                              5.10.1.2 provided that the Vendor and his
                              professional advisers shall keep all such
                              information confidential save only as may be
                              required for the purposes of such claim;

                    5.10.1.5  save where the Purchaser is of the reasonable
                              opinion that its or the Group's position with
                              regard to such Claim may be prejudiced make no
                              admission of liability, agreement, settlement or
                              compromise with any third party in relation to any
                              such Claim without the prior written consent of
                              the Vendor (such consent not to be unreasonably
                              withheld or delayed).

          5.10.2.1  The Purchaser and the Group shall not be obliged to comply
                    with sub-clauses 5.10.1.2 to 5.10.1.5 above unless within 14
                    days of any notice given to him pursuant to sub-clause
                    5.10.1.1 the Vendor shall indemnify and secure the Purchaser
                    and the Group (to their reasonable satisfaction) against all
                    losses, liabilities, costs and expenses that the Purchaser
                    and the Group may reasonably and properly incur thereby
                    PROVIDED THAT if the Vendor does not request the Purchaser
                    to take any action within 14 days as aforesaid, or the
                    Purchaser shall not be indemnified or secured at any time as
                    provided in this sub-clause, the Purchaser shall be free to
                    take such action in relation to the claim as it in its
                    discretion shall think fit;

          5.10.2.2  The Vendor shall procure that the Purchaser is promptly sent
                    copies of all written communications or notified in writing
                    as to the substance of all oral communications pertaining to
                    any Claim or any Relevant Matter;
<PAGE>

                                      -14-


          5.10.2.3  The Vendor shall, in conducting any action in connection
                    with any Claim, promptly consult with the Purchaser on any
                    matter which is relevant to it; and

          5.10.2.4  the Vendor shall conduct all Claims with due diligence and
                    without neglecting his duties under the Service Agreement
                    and shall engage professional advisers approved by the
                    Purchaser for the purposes of any such Claim.

          5.11 The Purchaser hereby agrees that it has not been induced to enter
into this Agreement on the basis of any warranties, representations or
undertakings other than the Warranties and the Deed of Covenant.

          5.12      No claims under the Warranties shall be made against the
                    Vendor:

                    5.12.1    to the extent that the breach giving rise to a
                              possible Claim occurs or is increased by reason of
                              any voluntary act or omission on the part of the
                              Purchaser which occurs after the date of this
                              Agreement other than in the ordinary course of
                              business or by reason of any matter which would
                              not have arisen but for the coming into force of
                              any legislation not in force at the date of this
                              Agreement or the withdrawal of any relief,
                              allowance or concession available at the date of
                              this Agreement (whether or not such legislation or
                              withdrawal purports to be effective
                              retrospectively in whole or in part) or as a
                              result of any increase in any rate of taxation or
                              by reason of any change occurring after the date
                              of this Agreement in Inland Revenue practice or
                              by reason of any change occurring after the date
                              of this Agreement in any principle of common law
                              (whether or not any of the aforegoing purports to
                              be effective retrospectively in whole or in part);

                    5.12.2    to the extent that a member of the enlarged Group
                              is entitled to claim indemnity against any loss or
                              damage suffered by a member of the enlarged Group
                              arising out of a breach giving rise to a Claim,
                              under the terms of any insurance policy in force
                              on the date of the loss less the amount of any
                              increased premium payable by reference to such
                              claim;

                    5.12.3    to the extent that provision or reserve has been
                              made in
<PAGE>

                                      -15-


                              the Accounts in respect of the matter to which
                              such liability relates;

                    5.12.4    to the extent that the breach giving rise to a
                              possible Claim arises as a result of any change in
                              the basis of accounting or tax computation of any
                              member of the Group after the date of this
                              Agreement;

                    5.12.5    based upon a liability which is contingent only
                              unless and until such contingent liability becomes
                              an actual liability and is due and payable.

          5.13 The Vendor shall not be liable in respect of any breach of any
Warranty and if and to the extent that the loss occasioned thereby has been
recovered under the Deed of Covenant and vice versa.

          5.14 Notwithstanding anything expressed or implied in this Agreement
to the contrary, any payment by the Vendor pursuant to a Claim shall be treated
for all purposes by the parties as a reduction in the Consideration and Clause 3
shall be modified accordingly.

          5.15 The Purchaser shall have no right (whether before or after
Completion) to rescind this Agreement under this Agreement or under the
provisions of the Misrepresentation Act 1967 or the Unfair Contract Terms Act
1977.

6. CONTINUING OBLIGATIONS

          6.1 The Vendor covenants with the Purchaser (for themselves and as
trustee for the enlarged Group) that he will not either directly or indirectly
whether on his own account or in conjunction with or on behalf of any other
person, whether as principal, partner, shareholder, employer, employee, agent or
otherwise howsoever in any individual, fiduciary or representative capacity:-

                    6.1.1 during the Restricted Period:-

                              6.1.1.1   canvass or solicit or entice away or
                                        attempt to canvass or solicit or entice
                                        away from any Group Company the custom
                                        of any Customer for the purposes of
                                        carrying out any Restricted Business in
                                        competition with any Group Company;

                              6.1.1.2   contract with or work for any Customer
                                        for the purpose of carrying out any
                                        Restricted Business or
<PAGE>

                                      -16-


                                        supplying Restricted Goods and/or
                                        Services in competition with any Group
                                        Company;

                              6.1.1.3   by reference to sub-clauses 6.1.1.1 and
                                        6.1.1.2 above approach any Customer for
                                        such purpose or authorise or assist the
                                        taking of such actions by any other
                                        person;

                              6.1.1.4   induce or attempt to induce any
                                        Discounter or party contracting with any
                                        Relevant Company to cease to supply or
                                        to restrict or vary the terms of supply
                                        or contract terms to or with any of the
                                        Group Companies or any licensee or any
                                        Customer where such cessation,
                                        restriction or variation will be or is
                                        likely to be detrimental to the business
                                        of any Group Company;

                              6.1.1.5   supply Restricted Goods and/or Services
                                        to any Customer in competition with the
                                        Company or any Group Company;

                    6.1.2 during the Restricted Period:-

                              6.1.2.1   solicit or entice away or attempt to
                                        solicit or entice away any person
                                        defined in sub-clause 6.1.2.3 below or
                                        authorise the taking of any such actions
                                        by any other person;

                              6.1.2.2   offer employment to or employ or enter
                                        into partnership or association with or
                                        retain the services whether as agent
                                        consultant or otherwise of any person
                                        defined in sub-clause 6.1.2.3 below;

                              6.1.2.3   sub-clauses 6.1.2.1 and 6.1.2.2 above
                                        refer to any person who at any time
                                        during the period of 6 months preceding
                                        Completion was a director or employee
                                        earning in excess of (pound)25,000 per
                                        annum (other than secretarial clerical
                                        office junior or part-time) of the
                                        Company or of any Group Company;

                    6.1.3 during the Restricted Period:-

                              6.1.3.1   solicit or entice away or attempt to
                                        solicit or entice away any Licensee or
                                        Joint Venture Partner or
<PAGE>

                                      -17-


                                        authorise the taking of any such action
                                        by any other person where the effect or
                                        likely effect of a breach of the
                                        provisions of this sub-clause will be or
                                        is likely to be detrimental to the
                                        business of any Group Company;

                              6.1.3.2   offer to contract with any Licensee or
                                        Joint Venture Partner under
                                        circumstances where such party is likely
                                        either to cease to deal with any Group
                                        Company or to seek to vary the terms of
                                        its contract with any Group Company,
                                        where such variation will be or is
                                        likely to be detrimental to the business
                                        of any Group Company;

                    6.1.4     without prejudice to the rights of any Group
                              Company in the Intellectual Property Rights for a
                              period of two years from Completion or ceasing to
                              be employed by or render services to any Group
                              Company whichever is the later be Materially
                              Interested in any Person providing Restricted
                              Goods and/or Services within the Territory in
                              competition with the Company or any Company or
                              Licensee or Joint Venture Partner or otherwise
                              work or engage or be involved in any capacity in
                              the Restricted Business in competition with any or
                              licensee or Joint Venture Partner Company in the
                              Territory;

                    6.1.5     without prejudice to 6.1.4 above for a period of
                              five years from Completion or ceasing to be
                              employed by or render services to any Group
                              Company and save on behalf of any Relevant Company
                              for any reason whatsoever be engaged interested or
                              concerned whether directly or indirectly and
                              whether as partner agent consultant employee share
                              or debenture holder in any aspect of the
                              Restricted Business in the Territory using a name
                              or trading style in which any part of the name or
                              names or trading names or styles of any of the
                              Relevant Companies occurs and will not knowingly
                              during such period lend his support directly or
<PAGE>

                                      -18-


                              indirectly to any such business using such name or
                              trading name or style.

          6.2 The Vendor hereby covenants with the Purchaser and with the
remainder of the enlarged Group that he will not at any time hereinafter divulge
or communicate to any person other than in confidence to officers or employees
of the enlarged Group whose province it is to know the same or on the
instructions of the Purchaser and other than information to the extent that the
same is in the public domain any trade secret or other confidential information
relating or belonging to the Company or any member of the enlarged Group
including but not limited to any information of a confidential nature relating
to clients client lists or client requirements price lists or pricing structures
marketing and information business plans financial information plans and
forecasts know how methods or processes used reports or research or any
information which has been given to the Company or any company in the enlarged
Group in confidence by clients or other persons and he shall use all reasonable
endeavours to prevent the publication or disclosure of any confidential
information concerning such matters provided that this clause shall not prevent
any disclosure required by a Recognised Investment Exchange, a court of law or
pursuant to any actual or contemplated legal proceedings.

          6.3 Each of the obligations contained in each sub-clause of this
Clause 8 shall be construed as separate and severable obligations.

          6.4 While the restrictions set out herein and the definitions of
"Customer", "Restricted Business", "Restricted Goods and/or Services" "Joint
Venture Partner", "Licensee" and "Discounter" are considered by the parties to
be reasonable in all the circumstances it is agreed that if any one or more of
such restrictions or definitions shall either taken by itself or themselves
together be adjudged to go beyond what is reasonable in all the circumstances
for the protection of the legitimate interests of the Company or the Group but
would be adjudged reasonable if any particular restriction or restrictions or
definition were deleted or if any part or parts of the wording thereof were
deleted then the restrictions and definitions set out herein shall apply with
such deletions restrictions or limitations as the case may be.
<PAGE>

                                     -19-

7. WAIVERS AND VARIATIONS

          7.1 No waiver or variation of any provision of this Agreement shall be
duly made or deemed to have been duly made unless in writing and signed by all
parties (or by a duly authorised officer or director on behalf of a party) to
this Agreement.

          7.2 The failure by any party to insist on any occasion upon the
performance of any term condition or provision of this Agreement shall not
thereby act as a waiver of such breach or an acceptance of any variation.

8. FURTHER ASSURANCE

          8.1 The Vendor shall procure the convening of such meetings and the
giving or passing of such waivers and resolutions and shall do or procure all
such other acts and things as shall be necessary under the Companies Act 1985 or
the Articles of Association of the Company or otherwise to give effect to the
provisions of this Agreement.

          8.2 The Vendor shall render to each company in the enlarged Group such
assistance as it may require in connection with its negotiations and dealings
with each of the Licencees and Joint Venture Partners and will when requested do
all such things and sign all such documents as may be required to give effect to
the terms of each of the Licence Agreements and the Joint Venture Agreements.

          8.3 The Vendor undertakes that he will not knowingly do or permit
anything to be done which may endanger the Intellectual Property Rights anywhere
in the world or so far as it is within his power assist or allow others to do
so.

          8.4 The Vendor shall render to the Purchaser and to each company in
the enlarged Group all reasonable assistance (including but not limited to
evidence of user) in order to assist the Purchaser and each company in the
enlarged Group to defend, protect and procure the registration of and enjoy the
full benefit of the Intellectual Property Rights.

          8.5 The Vendor shall immediately notify the Purchaser of all
infringements
<PAGE>

                                      -20-


or imitators of the Intellectual Property Rights anywhere in the world which
come to his attention or any attempts to challenge the enlarged Group's rights
to use any of the Intellectual Property Rights anywhere in the world, and to
resist any action or claim or proceedings brought against any Company in the
enlarged Group in connection with the Intellectual Property Rights. The Vendor
agrees to provide such co-operation in the prosecution of any action which the
Purchaser in its reasonable discretion consider appropriate including the
provision of evidence. The Purchaser shall have the conduct of any such action
and pay all legal expenses and costs which may arise from the joining of the
Vendor as a party.

9. GENERAL

          9.1 Non-Merger 

All provisions of this Agreement shall (so far as they are capable of being
performed or observed) continue in full force and effect notwithstanding
Completion.

          9.2 Announcements 

No announcement or information concerning this Agreement shall be made or issued
by any of the parties hereto except in agreed form provided that nothing in this
sub-clause shall prevent the Purchaser from making such announcement or sending
such circular as the rules of any Recognised Investment Exchange or any other
statutory or regulatory body may require.

          9.3 Notices

                    9.3.1     Any notice demand proceedings or other
                              communication to be given made or served hereunder
                              or by reference hereto shall be in writing and:-

                              9.3.1.1   sent by first class prepaid or
                                        registered post; or

                              9.3.1.2   delivered personally; or

                              9.3.1.3   transmitted by facsimile to the party or
                                        parties to be served at the addresses
                                        stated herein or at such other address
                                        within the United Kingdom from time to
                                        time notified in writing by or on behalf
                                        of any such party to the other parties
                                        or in the case of the Vendor at the
                                        offices of the
<PAGE>

                                      -21-


                                        Vendor's Solicitors marked with
                                        reference 79/408 and in the case of the
                                        Purchaser at the offices of the
                                        Purchaser's Solicitors marked with
                                        reference TJW/TR240.009;

                    9.3.2     Any such notice demand proceedings or other
                              communication given made or served pursuant to
                              sub-clause 11.3.1 above shall be deemed to have
                              been received and effectively served:-

                              9.3.2.1   upon the day of delivery or transmission
                                        if delivered personally or transmitted
                                        by facsimile before the end of a
                                        Business Day; or

                              9.3.2.2   on the next following Business Day if
                                        sent by first class prepaid or
                                        registered post or if transmitted by
                                        facsimile or delivered personally after
                                        the end of a Business Day or on any
                                        other day not being a Business Day.

                    9.3.3     For the purposes of this sub-clause 11.3
                              references to a Business Day shall be deemed to
                              commence at 9.00 am and terminate at 6.00 pm.

                    9.3.4     In proving service it shall be sufficient to prove
                              that personal delivery was made or that the
                              envelope containing such notice was properly
                              addressed and posted as a first class pre-paid or
                              registered letter or that the facsimile
                              transmission was duly transmitted to the
                              addressee.

          9.4 Entire Agreement 

This Agreement (together with the documents referred to herein) constitutes the
whole agreement between the parties hereto in relation to the transactions
referred to herein and supersedes any previous agreement between the parties in
relation to such transactions.

          9.5 Restrictions

No provisions of this Agreement or any agreement or arrangement of which it
forms part by virtue of which this Agreement or any agreement or arrangement is
subject to registration under the Restrictive Trade Practices Acts 1976 and 1977
shall take effect until the day after particulars of this Agreement or any
agreement or arrangement of which it forms part (as the case may be) have been
furnished to the Director General of
<PAGE>

                                      -22-


Fair Trading pursuant to Section 24 of the Restrictive Trade Practices Act 1976.

          9.6 Costs

Each party shall bear its own costs and expenses in relation to the preparation
negotiation execution and carrying into effect of this Agreement and any matters
provided for hereunder.

          9.7 Enforceability

The illegality of any part of this Agreement or of any agreement or arrangement
of which it forms part shall not affect the legality or validity of the
remainder of the same.

          9.8 Successors

The rights and obligations of the Vendor under this Agreement shall enure for
the benefit of and be enforceable against and binding upon his personal
representatives and estates.

          9.9 Jurisdiction

This Agreement shall be governed by and construed and interpreted in accordance
with English law and the parties agree to submit to the jurisdiction of the High
Court of Justice in England in relation to any claim or dispute which may arise
hereunder and hereby agree for the purpose of Order 10, Rule 3 of the Rules of
the Supreme Court of England (or any modification or re-enactment thereof) and
in any proceedings in any other jurisdiction that any process may be served on
any of them in the manner therein provided.

AS WITNESS this Agreement has been executed the day and year first before
written.
<PAGE>

                                      -23-


                                   SCHEDULE 1
                                   ----------

                              Details of the Vendor
                              ---------------------


         (1)                                    (2)
   Name and address                     No. of Shares held   
   ----------------                     ------------------   
                                                             
   C. E. C. Radbone                     500,000              
   Flat 2                                                    
   47 Lansdowne Road                    
   Holland Park                         
   London W11
<PAGE>

                                      -24-


                                   SCHEDULE 2

                             Details of the Company

                           Countdown Holdings Limited

Registered number:                      2741762               
                                                              
Registered office:                      42 Doughty Street     
                                        London WC1N 2LY       
                                                              
Date of incorporation:                  21 August 1992        
                                                              
Place of incorporation:                 England and Wales     
                                                              
Authorised share capital:               (pound)500,000        
                                                              
Issued share capital:                   (pound)500,000        
                                                              
Registered shareholder:                 C.E.C. Radbone        
                                        Flat 2                
                                        47 Lansdowne Road     
                                        Holland Park          
                                        London W11            
                                                              
Directors:                              C.E.C. Radbone        
                                        (As above)            
                                                              
Secretary:                              A. Withers            
                                        31 Sea Road           
                                        Milford-on-Sea        
                                        Hants S041 OPH        
                                        
<PAGE>

                                      -25-


                                   SCHEDULE 3

                           Details of the Subsidiaries

                                  Countdown Plc

Registered number:                        986149
                                          
Registered office:                        42 Doughty Street, London WC1N 2LY  
                                                                              
Date of incorporation:                    4/8/1970                            
                                                                              
Place of incorporation:                   England & Wales                     
                                                                              
Authorised share capital:                 (pound)250,000                      
                                                                              
Issued share capital:                     (pound)150,000                      
                                                                              
Registered shareholders:                  
                                          
C E C Radbone                             1 Ordinary Share                    
                                                                              
Countdown Holdings Limited                1,000 Deferred Ordinary Shares      
                                          148,999 Ordinary Shares             
                                                                              
Director:                                 C.E.C. Radbone                      
                                                                              
Secretary:                                Adrian Withers
                                          
<PAGE>

                                      -26-

                                   SCHEDULE 4

                                     Part 1

                                English Premises

Unit 11 Steele Road London NW1O registered with freehold title at H M Land
Registry under title number NGL 553119.

Leasehold premises at Unit 1 Hurlingham Business Park London SW6 held pursuant
to a lease dated 12 July 1995 made between Countdown Plc Self Administered
Scheme and Countdown Plc.

                                     Part II

                                 Irish Premises

Leasehold premises at Third floor, 39 Fitzwilliam Street Dublin 2 held pursuant
to an agreement dated 1 October 1994 made between Balmore Properties Limited and
Countdown Plc.
<PAGE>

                                      -27-


                                   SCHEDULE 5

                                   Warranties

1. INTERPRETATION

          1.1 References in this Schedule to "the Company" shall wherever the
context so admits extend to and include each and every other member of the Group
and accordingly each Warranty when given in relation to the Company shall be
deemed to have been given in addition in relation to each other member of the
Group.

2. INFORMATION

          2.1 The information contained in the Disclosure Letter is true and
accurate and complete in all respects and is not misleading. 

          2.2 The information contained in Schedules 1 to 4 is true and accurate
and complete in all respects.

          2.3 The Vendor has disclosed full and accurate details of the
Company's liabilities in respect of RSVP Publishing Limited ("RSVP") and the
Company has not agreed to and is under no obligation to lend RSVP further
monies.

          2.4 RSVP is a dormant company and the Vendor has disclosed full and
accurate details of its assets and liabilities.

          3.1 The Accounts have been prepared in accordance with the historic
cost convention and generally accepted accounting practice in England and Wales
and comply with the requirements of the Companies Act 1985 and other relevant
statutes and all current and relevant SSAPs and FRSs and have been prepared on
consistently applied bases and principles and give a true and fair view of the
state of affairs and financial position of the Company for the financial year
ended on the Accounts Date.
<PAGE>

                                      -28-

          3.2 The Accounts make proper provision for all known liabilities and
proper provision or reserve or notes (as appropriate in accordance with good
accounting practice) for all bad and doubtful debts, all actual, disputed or
deferred liabilities whether liquidated or unliquidated and all capital
commitments as at the Accounts Date.

          3.3 Proper provision or reserve (as appropriate) has been made in the
Accounts for all taxation (including for the avoidance of doubt deferred tax)
for which the Company is or may become liable or accountable (whether primarily
or otherwise) as a result or in consequence of any income, profits or gains
earned, accrued or received or deemed to have been or treated as earned, accrued
or received for taxation purposes on or before the Accounts Date and for all
transactions, acts and omissions on the part of the Company or any one or more
or all of its employees, directors, shareholders and agents at any time on or
before the Accounts Date including, without limitation, distributions made down
to the Accounts Date or provided for in the Accounts.

          3.4 None of the audited accounts of the Company for the five preceding
accounting periods were qualified by the auditors.

          3.5 The profits and losses of the Company shown by the Accounts and by
the audited accounts of the Company for the three preceding accounting periods
and the trend of profits and losses thereby shown have not (except as therein
disclosed) been affected to a material extent by any non-recurring, exceptional,
extraordinary or short-term item (including, but not limited to, any pension
contribution holiday or any rental or other outgoing at below market rates)
which has rendered such profits or losses unusually high or low.

          3.6 All books of account and other accounting records of the Company
have been kept on a consistent basis, are in its possession, made up to date in
all material respects and contain the information required by law and generally
accepted accounting principles.
<PAGE>

                                      -29-


4. POST BALANCE SHEET EVENTS

          4.1 The Company has since the Accounts Date carried on its business in
the ordinary and usual course without any interruption or alteration in the
nature, scope or manner of the business and under its own name and has not
(other than in the ordinary course of business) parted with any of its assets.

          4.2 The business of the Company has not since the Accounts Date been
materially and adversely affected by the loss of any client or customer or
source or employee or employees or by any abnormal factor not likewise affecting
similar businesses and there has been no material change in the turnover,
financial, contractual or trading position of the Company.

          4.3 Since the Accounts Date no change has been made in the basis of
remuneration of any directors agents or employees of the Company and the Company
has not made or paid any compensation (whether in money or otherwise) to any
director officer or employee of the Company by way of compensation for loss of
office termination of employment unfair or wrongful dismissal redundancy or
otherwise howsoever nor has agreed so to do.

          4.4 Other than in the ordinary course of business the Company has not
since the Accounts Date assumed or incurred any material liabilities (including
contingent liabilities).

          4.5 The Company has not since the Accounts Date made or agreed to make
any donation for political or charitable purposes nor made or agreed to make any
covenant to such effect.

          4.6 Since the Accounts Date the Company has not acquired or agreed to
acquire any asset for a consideration which is materially higher than market
value at the time of acquisition and has not disposed of or agreed to dispose of
any asset for a consideration which is materially lower than market value or
book value, whichever is the higher, at the time of disposal.
<PAGE>

                                      -30-


          4.7 Since the Accounts Date there have been no unusual increases or
decreases in stock levels.

          4.8 Since the Accounts Date no distribution of capital or income has
been declared, made or paid in respect of any share in the capital of the
Company.

5. ASSETS

          5.1 The Company is the absolute and beneficial owner of and has good
and marketable title to the assets referred to in the Accounts (which comprise
all the assets of the Company other than the Properties) all of which are held
free from all liens, charges, options, pledges and encumbrances (or any
agreement to grant such) and are within the sole possession or control of the
Company.

          5.2 There are no subsisting leasing, lease purchase, hire purchase or
rental agreements nor any credit sale agreement or like agreement or arrangement
affecting any of the assets.

          5.3 Maintenance contracts for the maintenance by outside or specialist
contractors of all assets of the Company which it is normal or prudent to have
so maintained (or the Company is required to have so maintained) including,
without limitation, all plant and machinery (including fixed plant and
machinery), vehicles and office equipment used by the Company in connection with
its business are in full force and effect.

          5.4 All items referred to in paragraph 5.3 above and any others used
by the Company in the course of its business are in good repair and condition,
have been regularly maintained and are in satisfactory working order and so far
as the Vendor is aware none is dangerous, inefficient or obsolete.

          5.5 The plant register kept by the Company a copy of which is annexed
to the Disclosure Letter sets out a complete and accurate record of the plant
and machinery, vehicles and equipment owned or used by it.
<PAGE>

                                      -31-


          5.6 The stock of packaging materials and finished goods now held by
the Company is not excessive and is adequate in relation to the current trading
requirements of the business of the Company and none of the stock is obsolete,
slow moving, unusable, unmarketable or inappropriate or of limited value in
relation to the current business of the Company and the stock is in good and
marketable condition so far as the Vendor is aware and is capable of being sold
by the Company in the ordinary course of its business in the time period within
which the Company could reasonably be expected to sell such stock, based on the
rate of turnover for the lines of products comprised within such stock for the
year ended on the Accounts Date, in accordance with its current price list
without rebate, discount or allowances to a purchaser.

          5.7 The Company has not purchased or acquired or agreed to purchase or
acquire any stock, goods or materials on terms that property in the same does
not pass until full payment is made or all indebtedness discharged.

          5.8 The Company is not the holder or beneficial owner of nor has
agreed to acquire any share or loan capital of any company or corporation
(whether incorporated in the United Kingdom or elsewhere) other than the
Subsidiaries nor is it nor has it agreed to become a member of any partnership,
joint venture, consortium or unincorporated company or association nor has the
Company any branch or permanent establishment (as that expression is defined in
the respective double taxation relief orders current at the date of this
Agreement) or any substantial assets outside the United Kingdom.

6. COMPANY BOOKS/LEGAL REOUIREMENTS/MEETINGS

          6.1 The Company is validly incorporated with limited liability in
England and has power and is entitled and duly qualified to carry on business in
all jurisdictions in which its present business is now carried on.

          6.2 The statutory books and minute books are duly entered up and
contain proper, accurate and complete records of all matters required to be
dealt with therein.

          6.3 All the records, registers and books of the Company and all deeds
and documents relating to the property and assets of the Company are in the
possession of or
<PAGE>

                                      -32-


under the control of the Company.

          6.4 A true and complete copy of each of the Memorandum and Articles of
Association of the Company together with all resolutions required to be annexed
to the same and referred to in Section 380 Companies Act 1985 is annexed to the
Disclosure Letter and sets out in full the rights and restrictions attaching to
the share capital of the Company.

          6.5 The Company has not received any notice, application or request
for rectification of its register of members or any other record, register or
book and there is no reason why and no facts or circumstances which would be
likely to give rise to any reason why any such application or request might be
made.

          6.6 Since the Accounts Date there has been no resolution of or
agreement or arrangement entered into between the members or any class of
members of the Company.

          6.7 The Company has properly and punctually made all returns which it
is required to make to the Registrar of Companies, to any other governmental or
regulatory body and to any local authority.

          6.8 Due compliance has been made with all the provisions of the
Companies Act and other legal requirements, in connection with the formation of
the Company, the allotment, issue, purchase and redemption of shares, debentures
and other securities in the Company, the reduction of the authorised and issued
share capital of the Company, any amendment to the memorandum or articles of
association of the Company and the passing of resolutions and the payment of
dividends by the Company.

          6.9 The Company has at all times conducted its business intra vires,
has not entered into any transaction ultra vires the Company or outside of the
authority or power of the directors of the Company and is not in breach of the
provisions of the Articles of Association.
<PAGE>

                                      -33-


7. LICENCES AND GRANTS

          7.1 All approvals, authorities, recognitions, permissions, consents,
licences and permits (whether accorded by industry or statutory or municipal
authorities or otherwise) whether in the United Kingdom or elsewhere relating or
applicable to the Company or necessary or desirable for the due and effective
operation of its business as it is presently carried on have been obtained and
all such approvals, authorities, recognitions, permissions, consents, licences
and permits are valid and subsisting and so far as the Vendor is aware there is
no reason why any of the foregoing has or might become liable to be suspended,
cancelled, revoked, forfeited or withdrawn.

          7.2 The Company has not applied for, or received, any grant, subsidy
or financial assistance from any government department or agency or any local or
other authority, whether under the Industry Acts, or a regional development
grant, or temporary employment subsidy or otherwise.

          7.3 The Company has not done, or omitted to do, anything which could
result in any such grant, subsidy or payment received or receivable by it
becoming repayable or being withdrawn or withheld.

8. ENVIRONMENTAL

          8.1 So far as the Vendor is aware the Company has not engaged in or
permitted any operations or activities in, upon, or under the Premises or any
portion thereof involving the handling, manufacture, treatment, storage, use,
generation, recycling, release, discharge, refining, dumping or disposal of any
Hazardous Materials under, in or about the Premises or has transported any
Hazardous Materials to, from or across the Premises or has any knowledge of any
Hazardous Materials migrating or threatening to migrate from any other
properties onto, into or beneath the Premises or any portion thereof.

          8.2 So far as the Vendor is aware the Company has complied in all
respects with all applicable Environmental Laws.
<PAGE>

                                      -34-


          8.3 The Company has not received any claim, notice or other written
communication concerning or containing any alleged non-compliance or
contravention of Environmental Laws or claim, notice or other communication
alleging or concerning alleged liability for damages in connection with the
Company's use or occupation of the Premises.

          8.4 So far as the Vendor is aware the Company has all registrations,
permits, authorisations, licences and consents required to be issued by any
relevant authority on account of any or all of its activities on the Premises
and/or in relation to the business of the Company as it is now carried on in
relation to Environmental Matters and is in full compliance with the terms and
conditions of such registrations, permits, authorisations, licences and
consents.

9. COMMITMENTS BORROWINGS AND BANK ACCOUNTS

          9.1 The Company does not have any loan capital (including term loans)
outstanding or created but unissued and has not agreed to create or issue any
loan capital.

          9.2 The Company has not made any loan or quasi-loan contrary to the
Companies Act 1985.

          9.3 There are no debts owing to the Company other than ordinary trade
debts and the Company has not factored any of its debts and no such debts are
overdue by more than three months or have been released on terms that the debtor
pays less than the full book value of such debts or have been written off or
have proved to any extent to be irrecoverable in a court of law or as a result
of the debtor's insolvency or are subject to any counter-claim.

          9.4 There is no bank or deposit account for the Company apart from the
accounts specified in the Disclosure Letter and the balances on such accounts as
at a date no more than seven days before the date of this Agreement are
disclosed in the Disclosure Letter. Since such date there have been no payments
out of the account except for routine payments in the ordinary course of
business.
<PAGE>

                                      -35-


          9.5 The total amount borrowed by the Company from its bankers does not
exceed the respective overdraft facilities and the Company is not in breach of
the terms of any other loan facilities and the total amount borrowed by the
Company does not exceed any limitation on borrowings contained in the Articles
of Association nor in any debenture or loan stock deed or in any other document
or arrangement binding on it. Full and accurate details of all overdrafts, loans
or other financial facilities outstanding or available to the Company, all
mortgages, charges, guarantees or indemnities granted by the Company or by which
the Company is under an actual prospective or contingent liability are contained
in the Disclosure Letter so far as the Vendor is aware and the Company has not
done or omitted to do anything whereby the continuance of any such facilities in
full force and effect might be affected or prejudiced.

          9.6 The Company has not repaid or become liable to repay any loan or
indebtedness in advance of its stated maturity date.

          9.7 Other than as recorded in the books of account of the Company
there are no unpresented cheques drawn by the Company and the Company has not
accepted or endorsed any cheque, bill of exchange, promissory note or other
instrument (whether maturing prior to, at or after Completion).

          9.8 No person (other than a Group Company) has given any guarantee of
or security for any indebtedness or other liability of the Company whether
actual prospective or contingent and no charge in favour of the Company is void
or voidable for want of registration.

          9.9 Other than in the ordinary course of business there is no
liability for industrial training levy or for any other like statutory levy or
charge.

          9.10 There is no power of attorney or other authority (express or
implied) which is still outstanding or effective to or in favour of any person,
firm or company to enter into any contract or commitment or to do anything on
behalf of the Company (other than the ostensible or implied authority of
directors or of employees arising in the ordinary course of the business of the
Company and in the ordinary course of their duties).
<PAGE>
                                      -36-


          9.11 There is not outstanding any indebtedness or other liability
(actual or contingent) owing by or to the Company to or from any member of the
Group or any officer of or other person connected with any member of the Group.

10. CONTRACTS

          10.1 The Company is not a party to or subject to any agreement,
transaction, obligation, commitment, understanding, arrangement, practice or
liability which:-

                    10.1.1    is an agency, distributorship, joint venture,
                              marketing, manufacturing, licensing or partnership
                              agreement or arrangement; or

                    10.1.2    is of an unusual or abnormal nature or is
                              otherwise than on arm's length terms or is outside
                              the ordinary and proper course of the business of
                              the Company; or

                    10.1.3    contains any warranties indemnities (other than as
                              implied below) or representations by the Company
                              or continuing restrictions on the activities of
                              the Company; or

                    10.1.4    is incapable of complete performance in accordance
                              with its terms within six months after the date on
                              which it was entered into or undertaken; or 

                    10.1.5    is incapable of termination in accordance with its
                              terms and without compensation by the Company on
                              60 days' notice or less; or

                    10.1.6    so far as the Vendor is aware, is likely to result
                              in a loss to the Company on completion of
                              performance; or

                    10.1.7    cannot readily be fulfilled or performed by the
                              Company on time and in accordance with its terms
                              without undue or unusual expenditure of money or
                              effort; or

                    10.1.8    involves payment by the Company by reference to
                              fluctuations in the Index of Retail Prices or any
                              currency or other index; or

                    10.1.9    involves or is likely to involve the provision of
                              goods
<PAGE>
                                      -37-


                              or services the aggregate sales value of which
                              will represent in excess of 10% per cent of
                              turnover for the relevant preceding financial year
                              of the Company; or

                    10.1.10   so far as the Vendor is aware suffers from any
                              invalidity or in respect of which there are
                              grounds for determination, recision, avoidance or
                              repudiation by any other party; or

                    10.1.11   so far as the Vendor is aware has been or is
                              required to be registered in accordance with or is
                              invalidated (in whole or in part) by the
                              Restrictive Trade Practices Acts 1976 and 1977 or
                              which contravenes or is invalidated (in whole or
                              in part) by the provisions of the Resale Prices
                              Act 1976 or which by virtue of its terms or any
                              practice carried on in connection therewith is a
                              consumer trade practice (within the meaning of the
                              Fair Trading Act 1973) or is liable to be referred
                              to the Consumer Protection Advisory Committee
                              under Part II of that Act or is or is likely to
                              constitute an anti-competitive practice within the
                              meaning of the Competition Act 1980 or contravenes
                              the Trade Description Acts 1968 and 1972 or Part
                              XI of the Fair Trading Act 1973 or the Consumer
                              Credit Act 1974; or

                    10.1.12   so far as the Vendor is aware infringes or
                              requires registration under Articles 85 or 86 of
                              the Treaty establishing the European Economic
                              Community or any Regulation or Directive issued
                              thereunder; or

                    10.1.13   pursuant to its terms can be terminated or varied
                              as a result of any change in the control of the
                              Company.

          10.2 The Company has not given any guarantee or warranty or made any
representation in respect of the supply of goods or services save for any
guarantee or warranty implied by law.

<PAGE>
                                      -38-


          10.3 So far as the Vendor is aware no matter has arisen in respect of
any contracts to which the Company is a party which is or could be construed as
a potential or actual breach by any party thereto.

          10.4 There have been no material or written complaints within the last
two years made by any party thereto in respect of any aspect of any of the
contracts with clients customers or suppliers nor with regard to the performance
of any agents or sub-contractors appointed by the Company to perform any part of
any such contract.

          10.5 All current clients and customers have promptly paid or procured
the payment of any remuneration due to the Company and no material client,
customer or supplier of or to the Company has during the last twelve months
ceased or indicated in writing an intention to cease (or to reduce the volume
of) trading with the Company nor to the knowledge of the Vendor is likely to do
so whether as a result of this Agreement or otherwise.

          10.6 No current client or customer has sought to negotiate in writing
a reduction or material change in the terms of remuneration applicable to the
arrangements it has for the supply of goods or services by the Company.

          10.7 Neither more than 5 per cent of the aggregate amount of all
purchases nor more than 5 per cent of the aggregate amount of all sales by or
services rendered by the Company are obtained from the same supplier or provided
to the same client or customer (including associated clients or customers) nor
so far as the Vendor is aware is any material source of supply to or from the
Company in jeopardy.

          10.8 There is not outstanding any contract or arrangement to which the
Company is a party and to which any director of the Company and/or any associate
thereof is or has been interested whether directly or indirectly.

          10.9 No person is entitled to receive from the Company any
introduction fee brokerage or other commission in connection with the
introduction of or continuation of any business to or with the Company.

<PAGE>
                                      -39-


11. EMPLOYMENT TERMS

          11.1 The only directors and the secretary of the Company are the
persons whose names appear as such in this Agreement and there is no person who
is or has been a shadow director (within the meaning of Section 471 Companies
Act 1985) of the Company.

          11.2 The particulars of the identities and material terms and
conditions of employment of all the employees and officers of the Company
(including, without limitation, profit sharing or commission or share
participation or discretionary or contractual bonus arrangements whether legally
binding or not and other emoluments and benefits) have been fully and accurately
disclosed in the Disclosure Letter and there are no negotiations for any
increase in the emoluments or benefits of any such person(s) which are current.

          11.3 The Company has duly complied with the conditions for
registration of any profit related pay schemes operated by it (and which are
fully detailed in the Disclosure Letter) in accordance with the provisions of
Sections 173-177 (inclusive) ICTA and Schedule 8 of that Act and has duly and
promptly remitted all documentation and information required by Section 181 of
that Act and the Company has received no notice of and so far as the Vendor is
aware there are not likely to arise any grounds for cancellation of any profit
related pay schemes registered by it and the Company has not received any notice
and so far as the Vendor is aware there are no circumstances in which recovery
of tax is likely to be made under Section 179 that Act.

          11.4 There are no contracts of employment whether written or oral with
directors, officers or employees of the Company which are not determinable
without giving rise to any claim for damages or compensation (other than a
statutory claim for redundancy or unfair dismissal) by notice exceeding three
months.

          11.5 There are no contracts of employment to which any relevant
requirements of Section 319 Companies Act 1985 have not been fulfilled.

          11.6 No employee of the Company has given notice terminating his
contract

<PAGE>
                                      -40-


of employment or is under notice of dismissal and so far as the Vendor is aware
there is no reason to believe that after Completion (whether by reason of an
existing agreement arrangement or otherwise) or as a result of the
implementation of this Agreement any officer or senior employee of the Company
may leave and there are no present circumstances which are likely to give rise
to any dispute between the Company or any of its employees, officers, former
employees or former officers or their respective estates.

          11.7 No amount due to or in respect of any employee or former employee
of the Company is in arrear and unpaid other than his salary for the month
current at the date of this Agreement

          11.8 So far as the Vendor is aware each of the senior employees and
officers of the Company who will be engaged in the business of the Company
following Completion is generally in a good state of health and is not suffering
from any illness or condition which does or might affect his work.

          11.9 The Company has at all relevant times complied with all its
obligations under statute and otherwise concerning the health and safety at work
of its employees and there are no claims at the date of this Agreement by any
employee or third party in respect of any accident or injury which are not fully
covered by insurance.

          11.10 There is no dispute between the Company and any trade union or
other organisation formed for a similar purpose existing or pending and there is
no collective bargaining agreement or other arrangement (whether binding or not)
to which the Company is a party.

12. PENSION SCHEMES

          12.1 Other than pursuant to the money purchase scheme with Standard
Life ("the Stanplan Pension Scheme") and the Self Administered Scheme
established by Countdown Plc under a trust deed dated 1 August 1992 ("the Self
Administered Scheme") Schemes there are no obligations (whether legally or
morally binding or established by custom) to pay or provide or contribute to any
pensions or retirement, death, sickness, disability, accident or other like
benefits or super-annuation allowances gratuities or

<PAGE>
                                      -41-


"relevant benefits" within the meaning of Section 612 ICTA to or in respect of
officers or employees (or like obligations to or in respect of past officers or
employees).

          12.2 The Disclosure Letter contains full and accurate written
particulars of the Stanplan Pension Scheme and the Self Administered Scheme
and:-

                    12.2.1    accurate, current and complete copies of all
                              documents constituting or relating to both of the
                              Schemes including all announcements, explanatory
                              literature and the like;

                    12.2.2    a complete copy of the latest audited accounts for
                              the Self Administered Scheme;

                    12.2.3    details of any material change in investment
                              policy under the Self Administered Scheme since
                              the date to which the latest accounts were made
                              up.

          12.3 Contributions due from the Company under both of the Schemes from
any employee of the Company and proving due under the Schemes have been paid.

          12.4 There is no litigation nor are there any arbitration proceedings
currently pending or threatened by or against the trustees of the Schemes and
there are no facts likely to give rise to any such litigation or arbitration
proceedings.

          12.5 The Schemes comply with and have always been administered in
accordance with all applicable laws regulations and requirements.

13. CREDIT COMMITMENTS

          13.1 The Company is not a party to any contract for rent lease hire
purchase or purchase on conditional sale or credit sale or by instalment of any
chattels or to any bill of sale and is not in breach of any such contract or
bill so disclosed.

14. LITIGATION AND OBSERVANCE OF LAW

          14.1 Neither the Company or the Vendor or any director of the Company
is at present engaged whether as plaintiff or defendant or otherwise in any
legal action,

<PAGE>
                                      -42-


arbitration proceedings or hearing before any court statutory or governmental
body department board or agency (other than as plaintiffs in the collection of
debts not exceeding [(pounds)1,000] in aggregate and arising in the ordinary
course of business) nor so far as the Vendor is aware are there any facts or
circumstances which may give rise to any such legal action or arbitration
proceedings being commenced by or against any such person.

          14.2 Neither the Company nor any of its directors and officers are
being prosecuted for any criminal offence, no such prosecutions are pending and
so far as the Vendor is aware there are no facts or circumstances which may lead
to any such action proceeding hearing or prosecution.

          14.3 No litigation or arbitration proceedings commenced by or against
the Company or which have been threatened to be so commenced have been settled
or compromised during the period of five years ending on the date of this
Agreement in respect of amounts exceeding in aggregate (pounds)1,000.

          14.4 The Company is not subject to any order or judgement given by any
court, governmental agency or other regulatory body and is not a party to any
undertaking or assurance given to any court, governmental agency or other
regulatory body which is still in force nor so far as the Vendor is aware are
there any facts or circumstances which may result in the Company becoming
subject to any such order or judgement or being required to be a party to any
such undertaking or assurance.

          14.5 There have been no investigations of, or disciplinary proceedings
made against, the Company or any of its officers or employees, no such
investigations or disciplinary proceedings are currently pending and so far as
the Vendor is aware, there are no facts or circumstances which may give rise to
such investigations or proceedings.

          14.6 There is no dispute with any revenue, governmental, local
authority or other official department in the United Kingdom or elsewhere in
relation to the affairs of the Company and so far as the Vendor is aware there
are no facts which may give rise to any such dispute.

<PAGE>
                                      -43-


          14.7 No order has been made or petition presented or resolution passed
for the winding up of the Company nor has any distress execution or other
process been levied in respect of the Company nor is any unfulfilled or
unsatisfied judgment or court order outstanding against the Company.

          14.8 So far as the Vendor is aware neither the Company nor any of its
officers or employees during the course of their respective duties have
committed or omitted to do any act or thing the commission or omission of which
is or might be in contravention of any law of the United Kingdom or of any
foreign country in which the Company conducts business and which gives rise to a
liability on the part of the Company and neither the Company nor any of its
officers or employees have received notice of any such contravention.

          14.9 The Company has conducted and is conducting its business in
accordance with all applicable laws and regulations including the relevant codes
relating to its industry and the Company has not received notice of any
contravention thereof.

          14.10 Neither the Vendor nor the Company has at any time received any
process, notice, communication or any formal or informal request for information
with reference to any actual or proposed agreement, arrangement, concerted
practice, trading policy or practice, course of conduct or activity of the
Company from the Director General of Fair Trading, the Monopolies and Mergers
Commission, the Secretary of State for Trade and Industry, the Commission of the
European Communities, the Restrictive Practices Court or from any other person
or body (wherever situated) whose task it is to investigate, report or decide
upon matters relating to monopolies, mergers or anti-competitive agreements or
practices nor has the Company or anything done by the Company been the subject
of any report, decision, order, judgement or injunction made, taken or obtained
by any of such persons or bodies, nor has the Company given or been the subject
of any undertakings or assurances given (directly or indirectly) to any such
persons or bodies.

<PAGE>
                                      -44-


15. SHARE CAPITAL

          15.1 The Shares constitute the whole of the issued and allotted equity
share capital of the Company and are fully paid or credited as fully paid.

          15.2 There is no Security Interest in favour of any other person on
over or affecting the Shares and there is no agreement or arrangement to give or
create any Security Interest on, over or affecting the Shares and no claim has
been made by any person claiming to be entitled to any of the foregoing.

          15.3 There are no agreements or arrangements in force which call (now
or in the future) for the issue or transfer of or accord to any person the right
(whether conditional or otherwise) to call for the issue or transfer of any
shares, stock, debentures, debenture stock, loan notes (whether or not secured)
bonds or other securities of the Company (including any option or right of
pre-emption or conversion).

          15.4 The Company has not repaid or redeemed or agreed to repay any
shares, stock debentures, debenture stock, loan notes (whether or not secured),
bonds or other securities of the Company.

          15.5 The Company has never purchased or agreed or committed itself to
purchase any of its own shares.

16. INSURANCE

          16.1 The Premises and all other assets and undertakings of the Company
of an insurable nature are and have at all material times been insured under
policies arranged by the Company to their full replacement or reinstatement
value against fire and all other risks normally insured against by companies
carrying on similar businesses or having an interest in property of a similar
nature and the Company has at all material times and is fully insured against
public liability, loss of profit, professional negligence or other liability,
employer's and occupier's liability, accident and third party risk and such
other risks normally covered by insurance by such companies and all such
insurances are currently in full force and effect and so far as the Vendor is
aware nothing has been done

<PAGE>
                                      -45-


or omitted to be done which would make any such policy of insurance void or
voidable or which is likely to result in an increase in premium.

          16.2 There are no claims outstanding under any of the said policies
and so far as the Vendor is aware no circumstances exist which are or may be
likely to give rise to such claims and so far as the Vendor is aware there are
no circumstances which are or may be likely to lead to any claim under any
policy of insurance taken out by the Company.

17. LAND

          17.1 The Certificates of Title are true and accurate in all material
respects and the information provided by the Vendor for the purposes of the
Certificates of Title is true and accurate in all material respects.

          17.2 The Premises comprises all the land and buildings owned or held
by the Company or used or occupied by the Company.

          17.3 Title to the Premises is constituted by documents of title which
are in the possession and under the control of the Company properly stamped and
duly registered where appropriate.

          17.4 The Company has not entered into either the lease of or a licence
to assign any leasehold property as a guarantor of the lessee's covenants
contained in any such document in respect of which the Company has a continuing
commitment as guarantor.

          17.5 The Company has not surrendered or contracted to surrender the
lease of any leasehold property to the reversioner thereof.

          17.6 The Company has not at any time been the tenant of any leasehold
property other than the Premises and there are no circumstances which have led
or might lead to any claims being made against the Company in its capacity as a
former tenant.

<PAGE>
                                      -46-


          17.7 Since the Accounts Date the Company has not acquired or disposed
of or agreed to acquire or dispose of any land or buildings or any interest
therein.

          17.8 The Vendor has no reason to believe that the buildings and other
structures on the English Premises are not in good and substantial repair and
fit for the purposes for which they are used.

          17.9 The Vendor has no reason to believe that any building or
structure on the Premises has at any time been affected by structural damage or
electrical defects or by timber infestation.

          17.10 The Vendor has no reason to believe that any of the Premises
have been constructed on land which may be contaminated.

18. INTELLECTUAL PROPERTY RIGHTS

          18.1 The Company is the sole and absolute beneficial and legal owner
of the Intellectual Property Rights, in each case free from all liens, charges,
restrictions and encumbrances and the Company's rights to the Intellectual
Property Rights are in full force and effect.

          18.2 So far as the Vendor is aware none of the processes, products or
activities of the Company infringes the intellectual property rights of any
third party in any manner whatsoever whether by means of passing off or
endorsement or otherwise or involves the unlicensed use of information
confidential to any person or gives rise to a liability for any royalty or
similar payment nor has any third party made a claim in respect of the same or
given notice alleging the same.

          18.3 There are no Intellectual Property Rights of whatsoever nature
which are capable of registration in the name of or of being vested in the
Company as owner or part owner which has been so registered or vested and the
Company has all the rights in intellectual property of any nature including,
without limitation, patents, copyrights, design rights and analogous rights
which are necessary or desirable to enable the business of the Company fully and
effectively to be carried on as it has been carried on up to the

<PAGE>
                                      -47-


date of this Agreement.

          18.4 So far as the Vendor is aware neither the Company nor any other
person has done or omitted to do any act matter or thing in respect of any of
the Intellectual Property Rights or in respect of any agreement relating to any
Intellectual Property Rights which impinges upon the validity or enforceability
of the same or upon the right of the Company to use the same in relation to the
business of the Company nor are there any outstanding obligations of the Company
or of any other person whether as to payment or otherwise which if left
outstanding would so impinge.

          18.5 The Company has not granted and is not obliged to grant any
licences of, nor are there any subsisting agreements under which the Company has
granted to any person, any right or interest under or in connection with the
Intellectual Property Rights.

          18.6 None of the Intellectual Property rights are the subject of any
claim, opposition, assertion, infringement, attack, right, action or other
restriction or arrangement of whatsoever nature which does impinge upon the
validity, enforceability or ownership of the same by the Company or the use of
the same (or any part of the same) howsoever by the Company and so far as the
Vendor is aware there are no grounds facts or circumstances that may give rise
to such.

          18.7 The Company has ensured that the moral rights in any material in
which the Intellectual Property rights subsist have either been waived in
writing by the creator of that material or subjected by binding written contract
to the sole and exclusive control of the Company.

          18.8 So far as the Vendor is aware the Company has not supplied or
developed anything which could not be made sold dealt in used or reproduced by
any person without infringing any Intellectual Property Rights owned or held by
any third party.

          18.9 All confidential information and trade secrets of whatsoever
nature belonging to the Company are confidential and have not been disclosed to
any person in whole or in part (other than to employees of the Company in
circumstances where the

<PAGE>
                                      -48-


confidentiality of such confidential information and trade secrets have been
drawn to their attention and steps taken to preserve such confidentiality and
there is no claim that can be or has been made by any person alleging that any
information has been disclosed to the company in circumstances amounting to a
breach of confidence.

          18.10 No substantial part of the business of the Company is carried on
subject to any agreement or arrangement which significantly restricts the fields
in which the Company carries on business.

19. ADVERSE TERMS OF OTHER INSTRUMENTS

          19.1 The execution, delivery and performance of this Agreement will
not:-

                    19.1.1    result in a violation of or be in conflict with or
                              constitute a default by the Company under any
                              agreement, instrument or arrangement to which the
                              Vendor or the Company is a party or by which the
                              Vendor or the Company is bound;

                    19.1.2    result in a breach of any order, judgment or
                              decree of any court or governmental agency to
                              which the Vendor or the Company is a party or by
                              which the Vendor or the Company is bound; or

                    19.1.3    result in a breach of the rules or requirements of
                              any professional body or trade or industrial
                              association of which the Company or the Vendor is
                              a member or by which the Company or the Vendor is
                              bound.

20. CAPACITY AND INTERESTS OF THE VENDOR

          20.1 The Vendor has good and marketable title to the Shares and has
the absolute unfettered right and authority to sell and transfer (or procure the
sale and transfer of) the Shares without the consent of any third party to the
Purchaser on the terms and subject to the conditions of this Agreement and has
full power and authority to enter into and perform its obligations under this
Agreement and ancillary documents.

<PAGE>
                                      -49-


          20.2 Neither the Vendor nor any person connected with the Vendor has
any interest, direct or indirect, in any business which competes or has competed
or is in the future likely to compete with any business now carried on by the
Company or intends to acquire any such interest.

          20.3 Neither the Vendor nor person connected with any Vendor is
entitled to any claim of any nature against the Company, any of its officers,
employees, principal customers or suppliers and the Vendor has not assigned to
any third party the benefit of any such claim to which he was previously
entitled.

21. INSOLVENCY

          21.1 No receiver or administrative receiver has been appointed of the
whole or any part of the assets or undertaking of the Company.

          21.2 No administration order has been made in relation to the Company
and no petition for such an order has been presented.

          21.3 No proposal for a voluntary arrangement between the Company and
its creditors (or any class of them) has been made to or is in the contemplation
of the Company.

          21.4 No petition has been presented, no order has been made and no
resolution has been passed for the winding-up of the Company.

          21.5 The Company has not stopped payment to its creditors nor is it
insolvent or unable to pay its debts as and when they fall due.

          21.6 No unsatisfied judgement is outstanding against the Company.

22. TITLE DEEDS

          22.1 All documents which in any way affect the right, title or
interest of the Company in or to any of its property, undertakings or assets and
all agreements to which

<PAGE>
                                      -50-


the Company is a party are in the possession of the Company and are properly
stamped.

23. TAXATION

                                     General

          23.1 All necessary information notices returns particulars claims for
reliefs and allowances and computations have been properly and duly submitted by
the Company to the Inland Revenue and any other relevant taxation or excise
authorities (whether of the United Kingdom or elsewhere) and such information
notices returns particulars claims and computations are true and accurate and
are not the subject of any question or dispute nor so far as the Vendor is aware
are likely to become the subject of any question or dispute with the Inland
Revenue or any other such taxation or excise authority.

          23.2 So far as the Vendor is aware the Company has not taken any
action which has had, or might have, the result of altering or prejudicing for
any period commencing after the Accounts Date any arrangement or agreement which
it has with any taxation authorities.

          23.3 The Disclosure Letter contains full details of all claims,
notifications, disclaimers or elections assumed to have been made for the
purposes of the provisions or reserves for taxation included in the Accounts
that have not actually been made at the date hereof.

          23.4 All taxation of any nature whatsoever whether of the United
Kingdom or elsewhere for which the Company is liable (insofar as such taxation
ought to have been paid) has been paid.

          23.5 The Company is and always has been resident in the United Kingdom
for the purposes of taxation.

          23.6 The Company has properly operated the PAYE system in accordance
with Chapter V Part V ICTA and regulations made by the Board of the Inland
Revenue thereunder.

<PAGE>
                                      -51-


          23.7 The Company has duly deducted all amounts from any payments from
which tax falls to be deducted at source and the Company has duly paid or
accounted for such amounts to the Inland Revenue or any other relevant taxation
or excise authorities (whether of the United Kingdom or elsewhere).

          23.8 The Company has not within the six years prior to the date hereof
paid or become liable to pay any penalty or interest charged by virtue of the
provisions of the Taxes Management Act 1970 or similar provisions in other
countries.

          23.9 The Company has not within the last six years been the subject of
an investigation, discovery or access order by or involving any taxation
authority and so far as the Vendor is aware there are no circumstances existing
which make it likely that an investigation, discovery or order will be made.

          23.10 The Company has not received a notice, under Section 23 ICTA
(Collection from lessees and agents) which remains outstanding.

          23.11 The Company has no outstanding entitlement:-

                    23.11.1   to make any claim (including a supplementary
                              claim) for relief;

                    23.11.2   to make any election for one type of relief on one
                              basis system or method of taxation as opposed to
                              another;

                    23.11.3   to make an appeal (including a further appeal)
                              against an assessment to taxation;

                    23.11.4   to make any application for the postponement of
                              taxation.

          23.12 The Company has not since the Accounts Date paid remuneration
which is not fully deductible in computing the Company's profits for taxation
purposes.

                                  Distributions

<PAGE>
                                      -52-


          23.13 No distribution within Section 418 ICTA (payments etc to
participators and associates) has been made by the Company within the last seven
years.

          23.14 The Disclosure Letter contains full particulars of all elections
in force in relation the Company under Section 247 ICTA (Dividends etc paid by
one member of a group to another) which were made within the last six years and
no assessment may be made under that section on the Company in respect of
advance corporation tax which ought to have been paid or income tax which ought
to have been deducted.

          23.15 The Company has not at any time capitalised or agreed or
resolved to capitalise any profits or reserves and has not issued any security
(as defined by Section 254(1) ICTA) remaining in issue at the date of this
Agreement so that the interest thereon falls to be treated as a distribution
under Section 209(d) or (e) ICTA (Matters to be treated as distributions).

          23.16 The Company has not repaid agreed to pay or redeemed or agreed
to redeem any of its shares or capitalised or agreed to capitalise in the form
of redeemable shares or debentures any profits or reserves.

          23.17 The Company has not received nor is it entitled to receive any
capital distribution to which the provisions of Section 189 TCGA (Corporation
tax attributable to chargeable gains: recovery from shareholder) could apply.

                        Base costs and capital allowances

          23.18 If each of the capital assets of the Company were disposed of
for a consideration equal to the book value of that asset in or adopted for the
purpose of the Accounts no liability to corporation tax on chargeable gains or
balancing charge under the CAA would arise and for the purpose of determining
the liability to corporation tax on chargeable gains there shall be disregarded
any relief and allowances available to the Company other than amounts falling to
be deducted under Section 38 TCGA.

<PAGE>
                                      -53-


          23.19 Since the Accounts Date the Company has not done or omitted to
do or agreed to do or permitted to be done anything as a result of which there
may be made a balancing charge under Section 4 CAA (balancing allowances and
balancing charges) or any disposal value may be brought into account under
Section 24 CAA (writing-down allowances and balancing adjustments) or there may
be any recovery of excess relief under Section 46 and 47 CAA (recovery of excess
relief) or Section 42 CAA (allowances for assets leased outside the UK).

                                    Demerger

          23.20 The Company has neither been engaged in nor been a party to any
of the transactions set out in Sections 213 to 218 ICTA (demergers) nor made or
received a chargeable payment as defined therein.

                                Foreign business

          23.21 The Company has not transferred a trade or business carried on
by it outside the United Kingdom through a branch or agency to a company not
resident in the United Kingdom in circumstances such that a chargeable gain may
be deemed to arise at a date after such transfer under Section 140 TCGA
(postponement of charge on transfer of assets to non-resident company)

          23.22 No notice of the making of a direction under Section 747 ICTA
(imputation of chargeable profits and creditable tax of controlled foreign
companies) has been received by the Company and no circumstances exist which
would entitle the Inland Revenue to make such a direction and to apportion any
profits of a controlled foreign company to the Company pursuant to Section 752
ICTA (apportionment of chargeable profits and creditable tax).

                            Depreciatory transactions

<PAGE>
                                      -54-


          23.23 No allowable loss which may accrue on the disposal by the
Company of any assets is likely to be reduced by reason of the provisions of
Sections 176 (transaction in a group) and 177 (dividend stripping) TCGA and no
chargeable gain or allowable loss arising on such a disposal is likely to be
adjusted pursuant to the provisions of Section 30 TCGA (value shifting: further
provisions).

                               Sale and lease-back

          23.24 The Company has not entered into any transaction to which the
provisions of Section 780 ICTA (land sold and leased back: taxation of
consideration received) have been or could applied.

                               Unremittable income

          23.25 The Company has not made any claim nor is entitled to make any
claim under Section 279(1)-(6) TCGA (foreign assets: delayed remittances) or
under Section 584 ICTA (relief for unremittable income).

                         Acquisitions from Group members

          23.26 The Company has not made any claims under Sections 247, 152, 153
and 154 TCGA (rollover relief on compulsory acquisition and replacement of
business assets) or Section 175 TCGA (replacement of business assets by members
of a group) insofar as they would affect the chargeable gain or allowable loss
which would arise on a disposal after the Accounts Date by the Company of any of
its assets.

          23.27 In relation to Section 179 TCGA (Company ceasing to be member of
a group) the Company has not at any time prior to the date hereof ceased to be a
member of a group of companies and the execution or Completion of this Agreement
will not result in any profit or gain being deemed to accrue to the Company.

          23.28 The Company has not nor is it entitled to make a claim under
Sections 24 (assets lost or destroyed or whose value become negligible) or
Section 48 TCGA (consideration due after the time of disposal).

<PAGE>
                                      -55-


                        Transactions not at arm's length

          23.29 The Company has neither disposed of nor acquired any asset in
such circumstances that the provisions of Section 17 TCGA (disposals and
acquisitions treated as made at market value) could apply thereto.

          23.30 The Company has not entered into any such transaction as is
referred to in Sections 770 and 773 ICTA (Sales etc at undervalue or overvalue)
in such circumstances as to expose the Company to a liability to tax on profits
adjusted pursuant to those Sections.

                         Gifts involving Group Companies

          23.31 The Company has not held nor holds shares in a company (not
being a member of the Group) which has made any such transfer as is referred to
in Section 125 TCGA (shares in close company: transferring assets at an
undervalue) and has not received any assets by way of gift as mentioned in
Section 282 TGCA (gifts: recovery from donee).

                                 Close Companies

          23.32 The Company is and has always been a close company within the
meaning of Section 414 ICTA (close companies).

          23.33 The Group Companies together comprise a group for the purposes
of Sections 402 and 413 ICTA (Group relief) and there is nothing in Sections 413
(Group relief: qualifications for entitlement) and 410 (Group relief: effect of
arrangements for transfer of a company to another group etc) which precludes any
company from being regarded as a member of such group.

          23.34 Since the Accounts Date The Company has made no loan or advance
to any of its directors nor has the Company made any such loan or advance to any
of its participators as are taxable pursuant to Sections 419 and 420 ICTA (Loans
to participators etc) and has not released or written off the whole or part of
the debt in respect of any such loan or advance in the manner provided for in
Sections 421 and 422 ICTA (Effect

<PAGE>
                                      -56-


of release etc: of debt in respect of loan by controlled companies).

                                  Group relief

          23.35 The Company has at no time within the last six years surrendered
or agreed to surrender or claim and will not prior to Completion surrender or
claim or agree to surrender or claim any amount by way of group relief under the
provisions of Chapter IV of Part X ICTA (Group relief) and has never made or
received or agreed to make or receive and will not prior to Completion make or
receive or agree to make or receive a payment for group relief within the
meaning of Section 402(6) ICTA.

          23.36 The Company has at no time within the last six years surrendered
or claimed or agreed to surrender or claim and will not prior to Completion
surrender or claim or agree to surrender or claim any amount of advance
corporation tax under the provisions of Section 240 ICTA (setting of company's
surplus advance corporation tax against subsidiary's liability) and has never
made or received or agreed to make or receive and will not prior to Completion
make or agree to make or receive a payment in respect of the surrender of the
benefit of an amount of Advance Corporation Tax within the meaning of Section
240(8) ICTA.

          23.37 The Company is not liable to make or entitled to receive a
payment for group relief or for the surrender of advance corporation tax
otherwise than to or from another member of the Group.

          23.38. The Company has not made or received a payment for group relief
or for the surrender of advance corporation tax which may be liable to be
refunded in whole or in part.

          23.39 All claims for group relief were when made valid and have been
or will be allowed by way of relief from corporation tax.

          23.40 No tax is or may become payable by the Company pursuant to
Section 190 TCGA (Tax on company recoverable from other members of group) in
respect of any

<PAGE>
                                      -57-


chargeable gain which accrued or will accrue prior to Completion and the Company
will at no time within the two years ending at Completion have transferred any
assets (other than trading stock) to any company which at the time of disposal
was a member of the same group (as defined in Section 170 TCGA).

                                  Tax avoidance

          23.41 The Company is not and has not been party to or otherwise
connected with any transaction to which any of the following provisions could
apply:-

                    23.41.1   Sections 729 to 745 (inclusive) ICTA (other
                              provisions about securities and transfer of assets
                              abroad);

                    23.41.2   Section 774 ICTA (Transactions between dealing
                              company and associated company);

                    23.41.3   Section 775 ICTA (Sale by individual of income
                              derived from his personal activities);

                    23.41.4   Section 116 ICTA (Partnerships involving,
                              companies: effect of arrangements for transferring
                              relief);

                    23.41.5   Section 399 ICTA (Dealings in commodity futures:
                              withdrawal of loss relief); 

                    23.41.6   Sections 29 and 30 TCGA (Value shifting and value
                              shifting: further provisions).

          23.42 The Company has not entered into any transaction to which any of
the following provisions have been or could be applied other than transactions
in respect of which all necessary clearances have been obtained:-

                    23.42.1   Section 139 TCGA (Company reconstruction
                              amalgamation: transfer of assets);

                    23.42.2   Sections 703 to 709 (inclusive) ICTA (Cancellation
                              of tax advantage from certain transactions in
                              securities);

                    23.42.3   Section 776 ICTA (Artificial transactions in
                              land);

                    23.42.4   Sections 135 to 138 (inclusive) TCGA (Company
                              reconstructions and amalgamations).

<PAGE>
                                      -58-


          23.43 The Company has not since the Accounts Date engaged in any
transaction in respect of which there may be substituted for any purpose of
Taxation a different consideration for the actual consideration given or
received by the Company.

                                Chargeable gains

          23.44 The Company is not owed a debt (not being a debt on a security)
upon the disposal or satisfaction of which a liability to corporation tax on
chargeable gains will arise by reason of the provisions of Section 251 TCGA
(Debts).

          23.45 No part of the consideration given by the Company for a new
holding of shares (within the meaning of Section 126 TCGA (Application of
Sections 127 to 131) will be disregarded by virtue of the proviso to Sections
128(1) and (2) TCGA (Consideration given or received by holder).

                                 Value added tax

          23.46 The Company is registered for value added tax purposes and:-

                    23.46.1   has complied in all material respects with all
                              statutory requirements orders provisions
                              directions or conditions relating to value added
                              tax;

                    23.46.2   maintains complete correct and up-to-date records
                              for the purposes of value added tax legislation;

                    23.46.3   is not in arrears with any payment or returns
                              under value added tax legislation nor liable to
                              any abnormal or non-routine payment or any
                              forfeiture or penalty or to the operation of any
                              penal provision thereunder

                    23.46.4   has not been required by the Commissioners of
                              Customs and Excise to give security;

                    23.46.5   has not for the purposes of value added tax
                              legislation applied for treatment as a member of a
                              group including any company other than the member
                              of the Group;

                    23.46.6   is not and has not agreed to become an agent
                              manager or factor for the purposes of Section 47
                              Value Added Taxes Act 1994 (Agents etc) of any
                              person who is not resident in the United Kingdom.

<PAGE>
                                      -59-


          23.47 The Disclosure Letter contains full particulars of any claim for
bad debt relief made in the last five years or which may be made by the Company
under Section 36 Value Added Taxes Act 1994 (Refund of tax in cases of bad
debts) or Section 11 Finance Act 1990 (bad debts).

          23.48 No document has left the possession of the Company which if
improperly used by a third party would lead to any liability on the part of the
Company to pay any amount of value added tax under paragraph 5 Schedule 11 Value
Added Taxes Act 1994 (Recovery of tax etc) and which but for such use would not
have been payable by the Company.

                                 Inheritance tax

          23.49 The Company has made no gifts to any participator such as would
give rise to any liability for inheritance or capital transfer tax.

          23.50 None of the Company's assets are subject to the charge imposed
by Section 237 Inheritance Tax Act 1984.

          23.51 Within the last six years no transfer of value (as defined in
Sections 2 and 3 Inheritance Tax Act 1984 (Chargeable transfers and exempt
transfers: transfers of value) as amended by paragraph 1 of Schedule 19 Finance
Act 1986 has at any time been made by or to the Company.

          23.52 There are not in existence any circumstances whereby any such
power as is mentioned in Sections 211 and 212 Inheritance Tax Act 1984 (Burden
of tax on death power to raise tax) could be exercised in relation to any shares
securities or other assets of the Company or could be so exercised but for
Section 204 of that Act (limitation of liability).

                                   Stamp duty

          23.53 All documents in the enforcement of which the Company may be
interested have been duly stamped.

<PAGE>
                                      -60-


                                   SCHEDULE 6

                                Deed of Covenant

                      DATED                               199
                      ----------------------------------------

                              (1)       C.E.C. RADBONE

                              (2)       TRANSMEDIA EUROPE, INC. AND 
                                        TRANSMEDIA ASIA PACIFIC, INC.

                                ----------------
                                DEED OF COVENANT
                                ----------------

                                  Lewis Silkin
                                  Windsor House
                               50 Victoria Street
                                 London SW1H 0NW
                            Telephone: 0171 227 8000
                            Reference: TJW.TR240.009

<PAGE>
                                      -61-


THIS DEED is made the                 day of                     199

BETWEEN:-

(1)       [C      E      C        ] RADBONE of Flat 2, 47 Lansdowne Road,
          London, W11 ("the Covenantor"); and

(2)       TRANSMEDIA EUROPE, INC. AND TRANSMEDIA ASIA PACIFIC, INC. whose
          registered office is at [
                                             ] ("together the Purchaser").

WHEREAS:-

This Deed is entered into pursuant to the provisions of an agreement ("the
Agreement") of even date made between the Covenantor and the Purchaser whereby
the Purchaser agreed to acquire the entire issued share capital of Countdown
Holdings Limited ("the Company").

NOW THIS DEED WITNESSETH as follows:-

1. INTERPRETATION

          1.1 In this Deed unless the context otherwise requires:-

          "Claim for Taxation"

          means any notice demand assessment letter or other document issued or
          action taken by any revenue authorities wheresoever in the world
          whereby the Company is or may be under a liability to Taxation;

          "Taxation"

          means all forms of taxation duties charges imposts and levies of a
          fiscal nature whatsoever and whenever imposed and whether of the
          United Kingdom or elsewhere in the world and shall without prejudice
          to the generality of that definition include income tax (including
          PAYE), corporation tax, advance corporation tax, capital gains tax,
          inheritance tax, stamp duty, stamp duty reserve tax, value added tax,
          customs and other import or export duties and other excise duties,
          national insurance and social security contributions, and all other
          statutory, governmental, state, provincial, local government or
          municipal impositions duties and levies of a fiscal nature and other
          similar liabilities or contributions and any

<PAGE>
                                      -62-


          interest penalty and fine in connection therewith (whether assessed or
          withheld at source) but excluding rates.

          1.2 Words defined in the Agreement shall bear the same meaning in this
Deed where the context so admits.

          1.3 Words importing the plural include the singular and vice versa and
words importing a gender include every gender and references to person include
bodies corporate or unincorporated.

          1.4 Unless otherwise stated a reference to a Clause or sub-clause is a
reference to a clause or sub-clause of this Deed.

          1.5 References to "the Company" shall extend to and include each Group
Company as the context admits.

2. COVENANT

          2.1 The Covenantor hereby covenants with and undertakes to the
Purchaser to pay to the Purchaser by way of adjustment to the Consideration an
amount equal to any liability of the Company for Taxation arising from any Claim
for Taxation which has been made or may hereafter be made wholly in respect of
any act or omission other than the accrual of trading losses or other reliefs
for corporation tax purposes occurring on or before the date hereof and any
costs and expenses properly and reasonably incurred in connection with any
successful claim for made under this Deed.

          2.2 For the avoidance of doubt the covenant in clause 2.1 hereof shall
extend to the following:-

                    2.2.1     all liabilities whether additional tax, national
                              insurance contributions or loss of tax relief
                              together with all interest and penalties
                              attracting or otherwise howsoever from the
                              engagement of persons as regional directors being
                              treated by the Company as self-employed being
                              assessed by the Inland Revenue to be and to have
                              been employed by the Company;

                    2.2.2     all liabilities including any penalties incurred
                              by the Company and any of its subsidiaries in
                              respect of the late filing or non-filing of forms
                              P11D;

<PAGE>
                                      -63-


                    2.2.3     all liabilities arising from the demerger of
                              Countown Plc, Kensington & Chelsea Holdings
                              Limited and Card Protection Plan in 1992; and

                    2.2.4     all liabilities arising from any retrospective
                              claims made by H M Customs & Excise relating to
                              the value added tax treatment of the Group

          2.3 The covenant herein given shall not be terminated by any variation
of this Deed or by any forbearance whether as to payment time performance or
otherwise whatsoever.

3. EXCLUSION

          3.1 Save in the case of fraud on the part of the Covenantor the
covenant given by Clause 2 of this Deed shall not extend to any Taxation:-

                    3.1.1     to the extent to which provision or reserve in
                              respect thereof has been made or noted in the
                              Accounts; or

                    3.1.2     in respect of which provision or reserve has been
                              made in the Accounts which is insufficient only by
                              reason of increase in the applicable rates of
                              Taxation after the Accounts Date; or

                    3.1.3     for which the Company is or may become liable as a
                              result of transactions effected or occurring or
                              profits earned accrued or received by the Company
                              in the ordinary course of the business after the
                              Accounts Date; or

                    3.1.4     to the extent that such Taxation was discharged
                              (whether by payment of by the utilisation of any
                              relief, allowance or credit in respect of
                              Taxation) prior to Completion; or

                    3.1.5     to the extent that such Taxation arises or is
                              increased as a result only of any increase in
                              rates of Taxation or imposition of new Taxation or
                              any change in applicable law or practice made
                              after Completion; or

                    3.1.6     to the extent that recovery has been made in
                              respect of the matter giving rise to the Taxation
                              by the Purchaser under the Warranties; or

                    3.1.7     to the extent that full and fair disclosure of
                              such Taxation was made in the Agreement or the
                              Disclosure Letter or any document attached
                              thereto; or

<PAGE>
                                      -64-


                    3.1.8     to the extent that such Taxation would not have
                              arisen but for, or is increased by, any voluntary
                              act, omission, transaction or arrangement of the
                              Purchaser or the Company other than in the
                              ordinary course of business after Completion; or

                    3.1.9     to the extent that such Taxation would not have
                              arisen but for, or has been increased by a
                              disclaimer, claim or election made or notice or
                              consent given after Completion by the Company
                              otherwise than at the request or direction of the
                              Covenantor under the terms of this Deed or unless
                              it was taken into account or assumed in computing
                              the provision of Taxation in the Accounts; or

                    3.1.10    to the extent that such Taxation would not have
                              arisen but for, or has been increased by a failure
                              or omission by the Company to make any claim,
                              election, surrender or disclaimer or give any
                              notice or consent or do any other thing after
                              Completion the making giving or doing of which was
                              taken into account or assumed in computing the
                              provision for Taxation (including the provision
                              for deferred Taxation) in the Accounts; or

                    3.1.11    to the extent that such Taxation is on or in
                              respect of prepayments received in the ordinary
                              course of business; or

                    3.1.12    to the extent that such Taxation arises from any
                              change in accounting or Taxation policy or
                              practice affecting the Company, including the
                              method of submission of Taxation returns,
                              introduced or having effect on or after
                              Completion; or

                    3.1.13    to the extent that the liability is in respect of
                              VAT which has been charged and a tax invoice
                              issued but which has not yet been accounted for to
                              H M Customs and Excise; or

                    3.1.14    to the extent that the liability of the Covenantor
                              is increased by the Purchaser's failure to notify
                              the Covenantor in accordance with Clause 5.10.1 of
                              the Agreement; or

                    3.1.15    which has been recovered from a person or persons
                              (not being a Group Company) other than the
                              Covenantor

PROVIDED THAT the exclusions in sub-clauses 3.1.1, 3.1.3, 3.1.7 and 3.1.11 above
shall not apply in respect of the covenant contained in clause 2.2 hereof.

<PAGE>
                                      -65-


          3.2 The provisions of Clauses 5.7, 5.8, 5.9 and 5.10 of the Agreement
shall have effect as if expressly incorporated into this Deed.

          3.3 The above exclusions shall also apply to a claim for a breach of
any of the Warranties relating to Taxation.

4. PAYMENT

          4.1 In the event that there is a change in law or Inland Revenue
practice after 23 August 1996 in relation to payments to be paid to the
Purchaser by the Covenantor hereunder giving rise to the Purchaser having a
Taxation liability in respect of such payment all sums payable by the Covenantor
to the Purchaser hereunder shall be paid (insofar as is lawful) free and clear
of all deductions and withholdings whatsoever and in the event that a deduction
or withholding is lawfully made the Covenantor shall other than in the case of
interest under clause 5 pay such greater sum which after any lawful deduction or
withholding therefrom results in a net payment equal to the amount due
hereunder.

          4.2 In the event that there is a change in law or Inland Revenue
practice after 23 August 1996 in relation to payments to be paid to the
Purchaser by the Covenantor hereunder giving rise to the Purchaser having a
Taxation liability other than in the case of interest under clause 5 then such
further amount shall be paid by the Covenantor so as to secure in so far as is
possible that the net amount resulting after such liability to Taxation and
where appropriate any deduction or withholding such as is referred to in
sub-clause 4.1 or 7.1 hereof is equal to the amount due hereunder.

5. DATES FOR AND QUANTUM OF PAYMENTS

          5.1 This Clause shall apply solely for determining the date upon which
any payments shall be made by the Covenantor pursuant to this Deed and (where
expressly provided) the amounts thereof.

          5.2 The Covenantor shall make payment to the Purchaser or at the
direction of the Purchaser to the Company to the extent that the Company
discharges a Claim for Taxation:-

                    5.2.1     in respect of a liability to make a payment of
                              Taxation on the latest date for payment of that
                              Taxation and the Covenantor shall

<PAGE>
                                      -66-


                              not be liable to make any payment unless and until
                              the liability for Taxation of the Company has been
                              finally determined within the meaning of the Taxes
                              Management Act 1970 or if later 5 working days
                              following the date on which the Purchaser notifies
                              the Covenantor of the liability to make the
                              payment;

                    5.2.2     in respect of costs and expenses, seven days after
                              service on the Covenantor by the Purchaser of a
                              notice containing details of the costs and
                              expenses.

          5.3 If any amount is not paid as provided in the foregoing provisions
of this Clause 5 the Covenantor shall pay to the Company interest on such amount
calculated on a daily basis at the rate of 2% per annum above the base rate of
National Westminster Bank plc for the time being in force from the relevant date
specified in this Clause 5 until and including the date of actual payment (after
as well as before judgment).

6. SAVINGS

          6.1 If the Taxation which has resulted in the payment by the
Covenantor hereunder becoming due shall give rise to a corresponding saving
("the Saving") of Taxation for the Company or the Purchaser then the amount of
the Saving shall be set off against any payment then due from the Covenantor
under this Deed or (to the extent that it is not so set off) shall be paid by
the Purchaser (subject to a maximum amount equal to the amount which the
Covenantor has already paid under this Deed less the amount which the Purchaser
has already paid under this Clause to the Covenantor within 14 working days of
the Saving being obtained.

          6.2 If the Purchaser or the Company shall discover that there has been
a Saving the Purchaser shall forthwith give full details thereof to the
Covenantor and the Purchaser shall supply to the Covenantor such information as
he may reasonably require to verify the amount of the Saving.

          6.3 For the purposes of Clause 6.1, a person obtains a Saving if as a
result of the Taxation which results in a claim by the Purchaser hereunder that
person is relieved in whole or in part of a liability to make some other payment
of Taxation which it would otherwise have been liable to make or obtains a right
to repayment of Taxation which would not otherwise have been available.

<PAGE>
                                      -67-


7. OVER PROVISION

          7.1       If any provision contained in the accounts of the Company
                    for periods up to 31 August 1995 shall be found to be an
                    over-provision or excessive ("Over-provision") then the
                    amount of the Over-provision shall be set off against any
                    payment due or which may become due from the Covenantor
                    under this Deed.

          7.2       If the Company or the Purchaser shall discover that there
                    has been an Over-provision the Purchaser shall or shall
                    procure that the Company shall forthwith give full details
                    thereof to the Covenantor and the Purchaser shall or shall
                    procure that the Company shall supply to the Covenantor such
                    information as he may reasonably require to verify the
                    amount of the Over-provision.

8. TAX RETURNS

          8.1 It is hereby agreed that the Covenantor shall be responsible for
and have control of the following matters:

                    8.1.1     the preparation of all computations and returns of
                              the Company relating to Taxation for all periods
                              of the Company ended on or before Completion;

                    8.1.2     the submission of such computations and returns to
                              the appropriate taxing authority and all
                              negotiations, correspondence and agreements with
                              respect thereto; and

                    8.1.3     the preparation and submission of all such
                              notices, claims or elections relating to Taxation
                              as the Covenantor may deem appropriate to be made
                              by the Company in connection with any such
                              computations or returns.

All reasonable professional costs incurred in connection with the above matters
shall be borne directly by the Company.

          8.2       The Purchaser shall procure that the Company shall cause the
                    said computations, returns, notices, claims, elections and
                    agreements to be authorised, signed and returned to the
                    Covenantor or his duly authorised agent for submission to
                    the appropriate taxing authority without amendment and
                    without delay (and in any event within any applicable time
                    limited).

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                                      -68-


          8.3 The Purchaser shall procure that the Company shall afford such
access to its books, accounts and records as is necessary and reasonable and
shall procure that the Company shall give the Covenantor or his duly authorised
agent all such assistance as may reasonably be required to enable the Covenantor
or the Company's auditors to prepare the returns, computations, notices, claims
and elections and conduct matters relating thereto.

          8.4 In relation to the computations and returns relating to Taxation
for the period of the Company in which Completion takes place, the Purchaser
shall procure that:

                    8.4.1     no computations and returns are submitted to the
                              appropriate taxing authority unless such
                              computations and returns have first been given to
                              the Covenantor for comment not less than
                              twenty-one days before the date of submission;

                    8.4.2     the Company takes account of any reasonable
                              comments made by the Covenantor in relation to
                              such computations and returns; and

                    8.4.3     such computations and returns are submitted to the
                              appropriate taxing authority without amendment or
                              only with such amendments as the Covenantor shall
                              agree such agreement not to be unreasonably
                              withheld or delayed

PROVIDED THAT the Company shall not be obliged to submit any computations and
returns relating to Taxation to any taxing authority unless it is satisfied that
they are full, true and accurate to all material respects.

9. COVENANT BY PURCHASER

          9.1 If the Company fails to pay any corporation tax liability which
becomes due and payable after the date of this Deed the Purchaser will indemnify
the Covenantor against any liability under Section 767A ICTA that may be
assessed on the Covenantor as a result PROVIDED THAT this Clause shall not apply
in respect of any Taxation which remains unpaid where the Covenantor has an
outstanding liability to make a payment to the Purchaser under this Deed or the
Agreement.

10. GENERAL

          10.1 The following provisions of the Agreement shall apply to this
Deed mutatis mutandis as if the same had been set out herein save that
references therein to the Vendor his addresses and the Agreement respectively
shall be construed as references to the Covenantor, his address and this Deed:-

                    10.1.1    Clause 7       Waivers and Variation;

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                                      -69-


                    10.1.2    Sub-clause 9.3      Notices;

                    10.1.3    Sub-clause 9.9      Jurisdiction.

          10.2 The benefit of this Deed may be assigned in whole or in part by
the Purchaser to any company in the Purchaser's Group provided that such
assignment shall not afford any third such party any greater right or claim
against the Covenantor than any right or claim the Purchaser would have and this
Deed shall be binding upon and enure for the benefit of the successors in title
of each of the parties hereto.

IN WITNESS whereof this Deed has been executed the day and year first before
written.

SIGNED AS A DEED

by [                     ]
in the presence of:

EXECUTED AS A DEED
by [                     ]
and signed by:-

Director

Director/Secretary

<PAGE>
                                      -70-


                                   SCHEDULE 7

                               Service Agreement

<PAGE>
                                      -71-


SIGNED by [                   ]
in the presence of:

SIGNED by
for and on behalf of
[                             ]
in the presence of:-