<PAGE>
                                                                    Exhibit 4.25
                                  NOTARIAL DEED

                     INVESTMENT AND RESTRUCTURING AGREEMENT

THIS AGREEMENT dated for reference the 1st day of October, 2001,

BY AND AMONG:

          SUTTON PARK INTERNATIONAL LIMITED, a body corporate organized under
          the laws of the British Virgin Islands, having an address c/o Suite
          1000 Cathedral Place, 925 West Georgia Street, Vancouver, British
          Columbia, V6C 3L2

AND:

          GARDA INVESTMENTS CORP., a body corporate organized under the laws of
          the British Virgin Islands, having an address c/o Suite 1000 Cathedral
          Place, 925 West Georgia Street, Vancouver, British Columbia, V6C 3L2

AND:

          MFC BANCORP LTD., a body corporate organized under the laws of the
          Yukon Territory, having an address c/o Suite 1000 Cathedral Place, 925
          West Georgia Street, Vancouver, British Columbia, V6C 3L2

AND:

          GLAMIOX BETEILIGUNGSVERWALTUNGS GMBH, a body corporate organized under
          the laws of Austria, having an address c/o Deloitte & Touche GmbH,
          Friedrichstrasse 10, A-1010 Vienna, Austria

AND:

          HOVIS GMBH, a body corporate organized under the laws of Austria,
          having an office at Millenium Tower, 21st Floor, Handelskai 94-96,
          A-1200 Vienna, Austria

AND:

          JURRIAAN J. HOVIS, businessman, of Schoenbrunner Graben 94, 1180
          Vienna, Austria

AND:

          JOHANNES HOVIS, businessman, of Schoenbrunner Graben 94, 1180 Vienna,
          Austria

AND:

          FERDINAND STEINBAUER, businessman, of Augasse 6, 8101 Gratkorn,
          Austria


<PAGE>
                                      -2-

WHEREAS:

A. Hovis is a corporation whose principal activities, directly and through its
Subsidiaries, include the production, purchase and sale of pulp and paper, the
purchase and sale of wood products and the smelting of aluminum;

B. Sutton Park is a wholly-owned Subsidiary of MFC, a merchant banking company
that provides financing and specialized banking and corporate finance services
directly and through Subsidiaries, including Sutton Park;

C. Holdco II is a wholly-owned Subsidiary of Holdco I and Holdco I is a
wholly-owned Subsidiary of Sutton Park; and

D. The Parties hereto have agreed to enter into this investment and
restructuring agreement pursuant to which: (i) Hovis shall complete a corporate
restructuring and a restructuring of its outstanding indebtedness; (ii) Holdco
II shall acquire all of the capital of Hovis; (iii) Sutton Park shall invest in
Holdco II in order to improve the business operations and profitability thereof;
and (iv) the Finance Investors shall each initially receive nominal share
capital in Holdco II in the proportions set out in the Agreed Capital Ratio,
which allocations may be subject to adjustment, all upon and subject to the
terms and conditions set out in this Agreement and the agreements contemplated
herein.

NOW THEREFORE the Parties hereto acknowledge, declare, covenant and agree as
follows:

                                    ARTICLE 1

                                 INTERPRETATION

         SECTION 1.1. DEFINITIONS. When used in this Agreement (including the
recitals and schedules hereto) or in any amendment hereto, the following terms
shall, unless otherwise expressly provided, have the following meanings,
respectively:

"AFFILIATE" means, with respect to any Person, any Person directly or indirectly
Controlling, Controlled by or under direct or indirect common Control with such
other Person;

"AGREED CAPITAL RATIO" means the percentage of the nominal share capital of
Holdco II to be allocated among JJHovis, Steinbauer and Holdco I, being 4% to
JJHovis, 0.5% to Steinbauer and 95.5% to Holdco I;

"AGREEMENT" means this investment and restructuring agreement concluded by and
among the Parties hereto, the Schedules hereto and, upon receipt and approval
thereof by Sutton Park, Holdco I and Holdco II in accordance with the terms
hereof, the Disclosure Statement;

"ALUMETAL" means Alumetal S.P., a body corporate organized under the laws of
Poland, registered in the 8th Commercial Department of the Commercial Register
of the District Court Bielsko-Biala under number RHB 3618;

<PAGE>
                                      -3-

"APPLICABLE LAW" means, with respect to any Person, any statute, law, ordinance,
rule, administrative interpretation, regulation, order, writ, injunction,
directive, judgment, decree or other requirement (including any Environmental
Law), all as in effect as of the Closing, of any Governmental Authority
applicable to such Person or any of its Affiliates or any of their respective
properties, assets, officers, directors, employees, consultants or agents (in
connection with such officer's, director's, employee's, consultant's or agent's
activities on behalf of such Person or any of its Affiliates);

"ASSOCIATE" means with respect to any Person (a) any other Person of which such
Person is an officer or partner or is, directly or indirectly, the beneficial
owner of ten percent (10%) or more of any class of equity securities issued by
such other Person, (b) any trust or other estate in which such Person has a ten
percent (10%) or more beneficial interest or as to which such Person serves as
trustee or in a similar fiduciary capacity, and (c) any relative or spouse of
such Person, or any relative of such spouse, who has the same home as such
Person or who is a director or officer of such Person or any Affiliate thereof;

"BANK AUSTRIA" means Bank Austria Aktiengesellschaft;

"BANKING DAY" means any day on which banks are open for business in Vienna,
Austria;

"BUSINESS" means the business as heretofore or currently conducted by the Hovis
Group, including the manufacture, purchase and sale of pulp and paper, the
purchase and sale of wood products and the smelting of aluminum;

"CALL AGREEMENT" means a call agreement to be concluded between Holdco I and the
Finance Investors;

"CHF" means Swiss Francs;

"CLOSING" has the meaning ascribed to such term in Section 6.1 hereof;

"CLOSING DATE" means the third Banking Day following the day on which the last
of the conditions precedent set out in Article 5 hereof has been satisfied or
waived, or such later date, subject to Article 7 hereof, as may be agreed upon
by the Parties hereto;

"CLOSING STEPS" means the steps required to be completed on or before the
Closing Date, as more particularly described, and substantially in the sequence
set out, in Article 6 hereof;

"CONFIDENTIAL INFORMATION" means all information of a confidential or
proprietary nature relating to the business, financial or other affairs of any
Party which is not publicly known and includes, without limitation, in respect
of the business and affairs of MFC, Sutton Park, Holdco I and Holdco II, all
such information, whether transmitted in writing, orally, visually,
electronically or by any other means, by any of MFC, Sutton Park, Holdco I or
Holdco II to any other Party hereto in connection with the transactions
contemplated by this Agreement and the Owners' Agreement including, without
limitation, all analyses, compilations, forecasts, studies, financing proposals,
investment and/or restructuring proposals and documentation and draft
documentation relating to or proposed in connection therewith;


<PAGE>
                                      -4-


"CONSTATING DOCUMENTS" means, in respect of any Person and as the context
requires, the statutes, constating documents and by-laws, and all amendments
thereto, of such Person;

"CONTAMINANT" means any pollutant, contaminant, waste, hazardous substance,
hazardous material, toxic substance or dangerous good defined, judicially
interpreted or identified in any Environmental Laws, including any that may
impair the quality of any waters;

"CONTROL" over a Person means the possession, directly or indirectly, of the
power to direct or cause the direction of the management and policies of such
Person, whether through the ownership of voting securities or other equity
interests, representation on its board of directors or body performing similar
functions, by contract or otherwise. The terms "CONTROLLING" and "CONTROLLED"
will have corollary meanings;

"DISCLOSURE STATEMENT" means the disclosure statement to be delivered by Hovis,
the Hovis Stockholders and Finance Investors to Sutton Park, Holdco I and Holdco
II which, upon acceptance and approval by Sutton Park, Holdco I and Holdco II,
shall form a part of this Agreement, such disclosure statement to address
certain matters and qualify certain representations concerning Hovis, the Hovis
Group and the Business, and the Finance Companies and their respective
businesses, as contemplated herein;

"DISPOSAL" or "DISPOSED" and correlative terms means any disposal by any means,
including dumping, incineration, spraying, pumping, injecting, depositing or
burying;

"ENVIRONMENTAL LAWS" means all national, federal, territorial, provincial,
state, municipal or local statutes, regulations, laws, guidelines, policies or
rules and any order (draft or otherwise), judgment, injunction, decree, award or
writ of any Governmental Authority and the civil or common law, relating in
whole or in part to the environment, and includes those laws relating to the
storage, generation, use, handling, manufacture, processing, transportation,
import, export, treatment, Release or Disposal of any Contaminant and any laws
relating to asbestos or asbestos-containing materials in the environment, in the
workplace or in any building;

"EARN IN" means the culmination of certain rights of the Finance Investors to
earn additional nominal share capital of Holdco II upon the happening of certain
events, all as set out in Schedule "A" hereto;

"ENVIRONMENTAL LIABILITIES" means all Liabilities of a Person (whether such
Liabilities are owed by such Person to Governmental Authorities, third parties
or otherwise) whether currently in existence or arising hereafter that arise
under or relate to any Environmental Laws;

"FINANCE COMPANIES" means ICM, JHT, GBT, HPP, Hovis Impex and Hovis Canada;

"FINANCE INVESTORS" means JJHovis and Steinbauer;

"FINANCIAL STATEMENTS" means, in respect of Hovis, the Hovis Group and each of
the Finance Companies, financial statements prepared in accordance with or
reconciled to GAAP, including, without limitation, consolidated and
unconsolidated balance sheets, statements of earnings and statements of changes
in financial position;

"FIRMENBUCH" means the Austrian commercial register maintained by the court in
Vienna;


<PAGE>
                                      -5-


"GAAP" means accounting principles consistently applied and having general
acceptance among accounting professionals in Austria, from time to time;

"GBT" means Global Bulk Transport GmbH, a body corporate organized under the
laws of Austria, registered under number FN 193086a;

"GOVERNMENTAL AUTHORITY" means any governmental authority, quasi-governmental
authority, instrumentality, court, government or self-regulatory organization,
commission, tribunal or organization or any regulatory, administrative or other
agency, or any political or other subdivision, department or branch of any of
the foregoing;

"GRANDFATHER CONTRIBUTION" has the meaning ascribed to such term in Section 2.2
hereof, payable in Euro or the equivalent amount in CHF;

"HOLDCO I" means Garda Investments Corp., a body corporate organized under the
laws of the British Virgin Islands, registered under number 461461;

"HOLDCO II" means Glamiox Beteiligungsverwaltungs GmbH, a limited liability
company under the laws of Austria, registered under number FN 202518x in the
Firmenbuch;

"HOLDCO II CAPITAL RESTRUCTURING" means the proposed Holdco II capital
restructuring more particularly described in Article 2 hereof in connection with
the transactions contemplated in Article 6 hereof, that shall result in the
Agreed Capital Ratio;

"HOLDCO II FINANCE INVESTORS SHARES" means such portion of the capital of Holdco
II to be allocated to the Finance Investors which, in aggregate, will result in
the Agreed Capital Ratio;

"HOVIS" means Hovis GmbH, registered under number FN 356673k;

"HOVIS CANADA" means Hovis Canada Inc., a body corporate organized under the
laws of Canada, registered under number 1469204;

"HOVIS CAPITAL" means all of the nominal share capital ("Geschaeftsanteile") of
Hovis, consisting, as at the date of this Agreement, of Euro 1,750,000 and to
consist at Closing of Euro 1,750,000 plus the amount of the anticipated increase
in Hovis nominal share capital to be effected in accordance with Article 2
hereof;

"HOVIS CLOSING STOCKHOLDERS" means the Finance Investors, being JJHovis and
Steinbauer;

"HOVIS CREDIT FACILITIES" means all existing credit agreements, arrangements or
facilities between any member of the Hovis Group as borrower, covenantor or
guarantor with any lender, for borrowed money;

"HOVIS GROUP" means Hovis and the Hovis Subsidiaries;

"HOVIS IMPEX" means Hovis Impex Trading srl, a body corporate organized under
the laws of Romania, registered under number J40/209/1997;


<PAGE>
                                      -6-


"HOVIS INDEBTEDNESS" means the indebtedness of the Hovis Group arising under the
Hovis Credit Facilities;

"HOVIS LENDERS" means the creditors under the Hovis Credit Facilities as more
particularly described in Schedule "G" hereto;

"HOVIS REORGANIZATION" means a restructuring and reorganization involving Hovis,
the Hovis Subsidiaries, the Finance Companies, all companies set out in the
corporate chart attached to Schedule "F" and Alumetal, which shall include,
without limitation, the direct or indirect acquisition by Hovis of the Finance
Companies, the transfer of Alumetal to Holdco II, the adoption and
implementation of rules of governance, control and management of Hovis and each
Hovis Subsidiary and amendments to the Constating Documents of the members of
the Hovis Group and Finance Companies to reflect the terms and conditions of the
Owners' Agreement or as otherwise agreed by the Parties, all on or before the
Closing Date;

"HOVIS OPENING STOCKHOLDERS" means, collectively, JJHovis and Johannes Hovis,
being the holders of all of the Hovis Capital as at the date of this Agreement;

"HOVIS STOCKHOLDERS" means, collectively, the Hovis Closing Stockholders and the
Hovis Opening Stockholders;

"HOVIS SUBSIDIARIES" means all direct and indirect Subsidiaries of Hovis
including, without limitation, those entities described in Schedule "F" hereto;

"HPP" means Hovis Pulp and Paper GmbH, a body corporate organized under the laws
of Austria, registered under number FN 119481h;

"ICM" means IC Management Service GmbH, a body corporate organized under the
laws of Austria, registered under number FN 157535w;

"INFORMATION DOCUMENTS" means, collectively, at any time and in any form,
information provided by Hovis, the Hovis Stockholders and/or the Finance
Investors or on behalf of Hovis, the Hovis Stockholders and/or the Finance
Investors, to Sutton Park and/or MFC, in writing, in respect of the Hovis Group,
the Finance Companies, Alumetal and/or the Business or businesses of the Finance
Companies or Alumetal, including, without limitation, all summaries, historical
information, certificates and Financial Statements of Hovis, any member of the
Hovis Group, the Finance Companies and Alumetal, all as from time to time
updated, amended or replaced;

"INSURANCE POLICIES" means all policies of insurance held by Hovis with respect
to receivables due or accruing due to Hovis from time to time including all
schedules and endorsements thereto;

"INTERIM PERIOD" means the period from and including the date of this Agreement
to and including the Closing Date;

"JHT" means J H Trade & Financial Services GmbH, a body corporate organized
under the laws of Austria, registered under number FN 162523f;

"JJHOVIS" means Jurriaan J. Hovis;


<PAGE>
                                      -7-


"LIABILITY" means, with respect to any Person, any liability or obligation of
such Person of any kind, character or description, whether known or unknown,
absolute or contingent, accrued or unaccrued, liquidated or unliquidated,
secured or unsecured, joint or several, due or to become due, vested or
unvested, executors, determined, determinable or otherwise and whether or not
the same is required to be accrued on the financial statements of such Person;

"MANAGING DIRECTOR" means any person authorized by Law to represent a Limited
Liability Company (i.e.: Geschaeftsfuehrer);

"MATERIAL AGREEMENTS" means all agreements material to the business of Hovis
including, without limitation: (i) all agreements or commitments involving an
obligation to pay Euro 100,000 or more or of a duration greater than one year
(excluding trading contracts entered into in the ordinary course of business
where (a) payments to suppliers are not past due or outside of normal credit
terms and/or (b) where payment from purchasers is secured); (ii) all agreements
or commitments that affect the ownership of, or title to, or any interest in any
real or personal property; (iii) all material agreements relating to long term
take-off agreements and/or agency agreements; (iv) the Insurance Policies; and
(v) all agreements or commitments entered into outside of the ordinary course of
business;

"MATERIAL ADVERSE CHANGE" means, in relation to the Hovis Group and the Finance
Companies, any change (or any condition, event or development involving a
prospective change) in the business, operations, affairs, assets, liabilities
(including any contingent liabilities that may arise through outstanding,
pending or threatened litigation or otherwise), capitalization, financial
condition, licenses, permits, rights or privileges, or prospects of any member
of the Hovis Group and the Finance Companies which could reasonably be expected
to materially and adversely affect the Hovis Group and the Finance Companies,
taken as a whole;

"MFC" means MFC Bancorp Ltd., a body corporate organized under the laws of the
Yukon Territory, Canada, registered under number 25686;

"OWNERS' AGREEMENT" means an owners' agreement to be concluded between Holdco I,
Holdco II, the Finance Investors and Hovis in substantially the form appended as
Schedule "H" hereto;

"PARTY" or "PARTIES" shall refer to any Party or Parties to this Agreement with
the exception of MFC;

"PERSON" means an individual, corporation, firm, partnership, limited liability
company, limited liability partnership, association, syndicate, trust, estate or
other entity or organization, including a Governmental Authority;

"PROCEEDING" means any legal or regulatory proceedings to which any member of
the Hovis Group is a party;

"RELEASE" means releasing, spilling, leaking, pumping, pouring, emitting,
emptying, discharging, injecting, migrating, escaping, leaching, disposing,
dumping, depositing, spraying, burying, abandoning, incinerating, seeping or
placing, or any similar action defined in any Environmental Laws;


<PAGE>
                                      -8-


"SERVICE CONTRACTS" means personal service contracts, in a form and upon terms
satisfactory to Sutton Park, Holdco I and Holdco II, in their sole discretion,
between: (i) JJHovis and Hovis and/or Holdco II; and (ii) Steinbauer and Hovis
and/or Holdco II.

"STEINBAUER" means Ferdinand Steinbauer;

"SUBSIDIARY" means any corporation, partnership, association or other business
entity of which more than 50% of the total voting power of shares of capital
stock entitled (without regard to the occurrence of any contingency) to vote in
the election of directors, managers or trustees thereof, or persons performing
similar functions, is at the time owned or Controlled, directly or indirectly,
by any Person, or one or more of the other Subsidiaries of that Person, or a
combination thereof;

"SUTTON PARK" means Sutton Park International Limited, a body corporate
organized under the laws of the British Virgin Islands, registered under number
187373;

"TARGET PERIOD" has the meaning ascribed to such term in Schedule "A" hereto;

"TAX" means all taxes wheresoever imposed of any nature including any income
tax, alternative or add-on minimum tax, profits or excess profits tax, franchise
tax, gross income, adjusted gross income or gross receipts tax, employment
related tax (including employee withholding or employer payroll tax or employer
health tax), capital tax, real or personal property tax or ad valorem tax, sales
or use tax, excise tax, stamp tax or duty, any withholding or back up
withholding tax, value added tax, severance tax, prohibited tax, premiums tax,
occupation tax, customs and import duties, together with any interest or any
penalty, addition to tax or additional amount imposed by any Governmental
Authority responsible for the imposition of any such tax or in respect of or
pursuant to any Applicable Law;

"TAX RETURN" means all returns, reports, forms or other information required to
be filed with respect to any Tax;

"TRANSFER INSTRUMENT" means, collectively, resolutions and transfer documents
sufficient to effect the conveyance of the Hovis Capital to Holdco II and result
in the Agreed Capital Ratio; and

"U.S. GAAP" means generally accepted accounting principles, in the United
States, consistently applied, that are in effect from time to time.

         SECTION 1.2. HEADINGS, ETC. The division of this Agreement into
Articles and Sections and the insertion of headings are for convenience of
reference only and shall not affect the construction or interpretation of this
Agreement.

         SECTION 1.3. GENDER AND NUMBER. In this Agreement, words importing the
singular number include the plural and vice versa, and words importing gender
include the masculine, feminine and gender neutral as the context requires.

         SECTION 1.4. ACCOUNTING TERMS. All accounting terms not specifically
defined herein shall be construed in accordance with GAAP.


<PAGE>
                                      -9-


     SECTION 1.5. SCHEDULES. The following schedules and other documents
attached or referred to in this Agreement are an integral part of this
Agreement:

<TABLE>
       <S>               <C>
       Schedule A -      Capital Earn In and Adjustment
       Schedule B -      Hovis and Hovis  Stockholders  Joint and  Several  Representations  and
                         Warranties
       Schedule C -      Hovis Stockholders Representations and Warranties
       Schedule D -      Sutton Park, Holdco I and Holdco II Representations and Warranties
       Schedule E -      Finance Investors Representations and Warranties
       Schedule F -      List of Hovis Subsidiaries and corporate chart
       Schedule G -      List of Hovis Group Lenders
       Schedule H -      Form of Owners Agreement
       Schedule I -      Form of Opinion(s) of Counsel to the Hovis Group
       Schedule J -      Intentionally blank
       Schedule K -      List of Trade Marks of Hovis and Hovis Group
       Schedule L -      List of  Accounts  Receivable  and  Payable  of Hovis  and the  Finance
                         Companies (other than Hovis Impex)
       Schedule M -      Relevant Litigation, including employee related litigation
       Schedule N -      Bank  Status  as of  September  25,  2001,  including credit and loan
                         facilities and collateral provided
                         by Hovis, the Hovis Group, the
                         Hovis Stockholders and Persons
                         related thereto and of open foreign
                         exchange transactions and
                         derivative transactions
       Schedule O -      List of Loans and Guarantees
                         from Third Parties to or for Hovis
                         or any member of the Hovis Group,
                         including from the Hovis
                         Stockholders, other than credit and
                         loan facilities listed in Schedule
                         "G"
       Schedule P -      Organizational Chart of Hovis
       Schedule Q -      List of Persons  having  Powers to  represent  Hovis,  other than those
                         listed in the Firmenbuch
       Schedule R -      List of Material Agreements
</TABLE>


                                    ARTICLE 2

                    RESTRUCTURING OF CAPITAL OF HOLDCO II AND

                          ACQUISITION OF HOVIS CAPITAL

         SECTION 2.1. Subject to the terms and conditions hereof, and prior to
the Closing Date, each of Holdco I, Holdco II and Hovis shall have complied with
all legal requirements and executed and delivered all Transfer Instruments
necessary or desirable to effect the acquisition by Holdco II of the Hovis
Capital, either: (i) by way of a capital increase and issue; or (ii) by way of a
transfer of existing capital of Holdco II from the holdings of Holdco I under,
amongst others, Sections 19(1) and (2) of the Austrian Reorganization Tax Act,
(making use of the option of continuation of book value, "Buchwertfortfuhrung"),
such increased capital or existing and fully paid in capital, as the case may
be, to be issued and/or delivered to the Hovis Closing Stockholders in the
respective proportions set out in the Agreed Capital Ratio, in exchange for the
Hovis Capital, to the extent possible, on the Closing Date, provided that Holdco
II shall be



<PAGE>
                                      -10-


registered as the sole shareholder of Hovis in the Firmenbuch, and application
for such registration shall have been made prior to or shall be made as soon as
reasonably practicable following, the Closing. The Hovis Closing Stockholders
covenant that all of the capital of Hovis shall be transferred to Holdco II free
and clear of all mortgages, liens, charges, pledges, security interests,
encumbrances, claims or demands whatsoever. JJHovis and Johannes Hovis agree
that Hovis and the Hovis Group shall be forever entitled to use the name Hovis
in the names and business operations of Hovis, the Hovis Group and any future
Hovis Subsidiaries.

         SECTION 2.2. Subject to the terms and conditions hereof, Sutton Park
agrees to contribute into the free capital reserves (ungebundene
Kapitalruecklagen) of Holdco II, equity capital in the sum of Euro 7,965,000
(the "Grandfather Contribution") prior to the Closing Date and prior to the
transfer of Hovis to Holdco II. The amount of the Grandfather Contribution to be
provided by Sutton Park shall be reduced by the amount, if any, of capital
contributed by Holdco I, in the course of the Holdco II Capital Restructuring,
in order to facilitate or maintain the Agreed Capital Ratio upon completion
thereof.

         SECTION 2.3. From and after the Closing, provided the conditions as set
out in Sections 2.2 and 2.3 of Schedule "A" are fulfilled, the Finance Investors
shall be transferred additional nominal share capital in Holdco II as an
adjustment of the consideration payable for the transfer of Hovis to Holdco II,
all in accordance with, and subject to the provisions of Article 6 hereof and
Schedule "A" hereto.

         SECTION 2.4. MFC shall, as its sole undertakings in this Agreement: (i)
guarantee to JJHovis and Steinbauer the payment of the Grandfather Contribution
to Holdco II; (ii) in the event of an earn in of additional share capital of
Holdco II as described in Schedule "A", guarantee the delivery of such
additional share capital in Holdco II from Holdco I to JJHovis and Steinbauer;
and (iii) guarantee compliance with the obligations of Holdco I in respect of
the Put Option (as such term is defined in Schedule "A" hereto) pursuant to
Section 2.7 of Schedule "A", all in accordance with the terms and conditions of
this Agreement.

         SECTION 2.5. Prior to Closing: (i) JJHovis shall pay Euro 160,000 to
Hovis; (ii) and Steinbauer, upon becoming a shareholder of Hovis, shall pay Euro
20,000 to Hovis, in both instances as payment for an unpaid portion of the
nominal share capital of Hovis.

         SECTION 2.6. Notwithstanding any other provisions hereof, the
transactions contemplated herein shall occur in substantially the sequence set
out in Article 6 hereof.

                                    ARTICLE 3

                         REPRESENTATIONS AND WARRANTIES

         SECTION 3.1. Hovis and the Hovis Closing Stockholders hereby, in the
form of an independent guarantee (selbstaendiges Schuldversprechen) as of the
date of the Agreement, the Closing Date and the effective date of the transfer
of Hovis to Holdco II, jointly and severally represent and warrant as set out in
Schedule "B" hereto (subject only to the qualifications to such representations
and warranties that will be set out in the Disclosure Statement and are accepted
and approved by Sutton Park, Holdco I and Holdco II, pending receipt of which
such representations and warranties shall be unqualified) and acknowledge that
Sutton Park, Holdco I



<PAGE>
                                      -11-


and Holdco II are relying on such representations and warranties in entering
into and performing their obligations under this Agreement.

         SECTION 3.2. The Hovis Stockholders hereby, as of the date of the
Agreement, the Closing Date and the effective date of the transfer of Hovis to
Holdco II, further jointly and severally represent and warrant as set out in
Schedule "C" hereto and acknowledge that Sutton Park, Holdco I and Holdco II are
relying on such representations and warranties in entering into and performing
their obligations under this Agreement. Notwithstanding anything else to the
contrary set out herein, Johannes Hovis shall be liable only regarding
representations and warranties set out in Schedule "C" hereto given with regard
to the ownership and status of his Hovis Capital.

         SECTION 3.3. Sutton Park, Holdco I and Holdco II hereby, in the form of
an independent guarantee (selbstaendiges Schuldversprechen), as of the date of
the Agreement, the Closing Date and the effective date of the transfer of Hovis
to Holdco II, jointly and severally represent and warrant as set out in Schedule
"D" hereto and acknowledge that Hovis, the Hovis Stockholders and the Finance
Investors are relying on such representations and warranties in entering into
and performing their obligations under this Agreement.

         SECTION 3.4. The Finance Investors hereby, as of the date of the
Agreement, the Closing Date and the effective date of the transfer of Hovis to
Holdco II, jointly and severally represent and warrant as set out in Schedule
"E" hereto (subject only to the qualifications to such representations and
warranties that will be set out in the Disclosure Statement and are accepted and
approved by Sutton Park, Holdco I and Holdco II, pending receipt of which such
representations and warranties shall be unqualified) and acknowledge that Sutton
Park, Holdco I and Holdco II are relying on such representations and warranties
in entering into and performing their obligations under this Agreement.

         SECTION 3.5. Any claims by any Party arising from any representations
or warranties set out herein are subject to a limitation period
("Verjaehrungsfrist") ending December 31st, 2004, provided that any claim
resulting from a breach of warranty regarding a tax matter shall be subject to a
limitation period of six months following the date of a final and binding tax
assessment concerning the relevant taxes or public charges. The limitations set
out in this Section 3.5 shall not apply in respect of claims relating to tax
evasion or arising out of gross negligence.

         SECTION 3.6.      MFC hereby represents and warrants as follows:

         (i)      MFC's financial statements for the year ended December 31,
                  2000 have been prepared in accordance with U.S. generally
                  accepted accounting principles and present fairly in all
                  material respects the financial position of MFC and the
                  results of its operations and cash flows for the fiscal year
                  ended on December 31, 2000.

         (ii)     MFC's interim financial statements for the period ended June
                  30, 2001 have been prepared in accordance with U.S. generally
                  accepted accounting principles and present fairly in all
                  material respects the financial position of MFC as of such
                  dates and the results of operations and cash flows for the
                  six-month period ended on June 30, 2001.


<PAGE>
                                      -12-


         (iii)    All statements of fact set forth in all documents filed by MFC
                  with all regulatory authorities are true and correct in all
                  material respects as at the date given.

                                    ARTICLE 4

                                    COVENANTS

         SECTION 4.1 CONDUCT OF THE BUSINESS. Other than with the express
written approval of Sutton Park, during the Interim Period Hovis shall, and
Hovis shall cause the Hovis Group to, and the Hovis Opening Stockholders shall,
and upon transfer of the interest of Johannes Hovis in Hovis to JJHovis, the
Hovis Closing Stockholders shall, cause Hovis and the Hovis Group to, conduct
the Business in the ordinary course consistent with past practice and shall use
their respective best efforts to preserve intact the organization, relationships
with third parties and goodwill of the Hovis Group and keep available the
services of the present officers, employees, agents and other personnel of the
Business and, without limiting the foregoing, during the Interim Period, other
than with the express written approval of Sutton Park:

         (i)      Hovis and the Hovis Group shall not, and the Hovis Opening
                  Stockholders shall not, and upon transfer of the interest of
                  Johannes Hovis in Hovis to JJHovis, the Hovis Closing
                  Stockholders shall not, cause Hovis or any member of the Hovis
                  Group to:

                  (a)      adopt any material change in any method of accounting
                           or accounting practice used by Hovis other than by
                           reason of a contemplated change in accounting
                           methodology from GAAP to U.S. GAAP;

                  (b)      amend its Constating Documents;

                  (c)      except in the ordinary course of business consistent
                           with past practice or as required by collective
                           bargaining agreements in effect, enter into or amend
                           any (individual or collective) employment, bonus,
                           severance or retirement or employee benefit plan,
                           contract, policy, practice or arrangement, or
                           increase any salary or other form of compensation
                           payable or to become payable to any executives or
                           employees of the Hovis Group;

                  (d)      sell, mortgage, pledge or otherwise dispose of any
                           substantial assets or properties of the Hovis Group;

                  (e)      declare, set aside or pay any management fee or
                           dividend or make any other distribution with respect
                           to the Hovis Capital or otherwise make a distribution
                           or payment to any of the Hovis Stockholders or any
                           Associate or Affiliate thereof;

                  (f)      amalgamate, merge or consolidate with or agree to
                           amalgamate, merge or consolidate with, or purchase or
                           agree to purchase all or substantially all of the
                           assets of, or otherwise acquire, any corporation,
                           partnership or other business organization or
                           division thereof;


<PAGE>
                                      -13-


                  (g)      except as required by this Agreement, authorize for
                           issuance, issue, sell or deliver any capital stock of
                           any member of the Hovis Group, of any class, or any
                           securities or obligations convertible into shares of
                           such capital stock, or commit to doing any of the
                           foregoing;

                  (h)      split, combine or reclassify any of the capital of
                           any member of the Hovis Group, or redeem or otherwise
                           acquire, directly or indirectly, any such capital;

                  (i)      incur or agree to incur any debts or guarantee any
                           debts for borrowed money, including any debt to any
                           Hovis Stockholder, or to any Affiliate or Associate
                           of any Hovis Stockholder, except debts incurred in
                           the ordinary course of business consistent with past
                           practice and not to exceed in aggregate Euro
                           1,000,000;

                  (j)      make any loan, advance or capital contribution to or
                           investment in any Person other than loans, advances
                           and capital contributions to or investments in joint
                           ventures or other similar arrangements in which a
                           member of the Hovis Group has an equity interest in
                           the ordinary course of business and travel advances
                           made in the ordinary course of business by members of
                           the Hovis Group to its employees to meet business
                           expenses expected to be incurred by such employees;

                  (k)      other than the proposed settlement of outstanding
                           litigation involving August Ristelhueber GmbH & Co.
                           KG on terms satisfactory to Sutton Park, enter into
                           any settlement with respect to any Proceeding, or
                           consent to any order, decree or judgment relating to
                           or arising out of any such Proceeding;

                  (l)      take any action to terminate, dismiss or cause the
                           retirement of any key employee of any member of the
                           Hovis Group;

                  (m)      fail in any material respect to comply with any
                           Applicable Laws; and

                  (n)      make, or make any commitments for, capital
                           expenditures exceeding 100,000 Euros for all such
                           commitments taken in the aggregate.

         (ii)     During the Interim Period, other than with the express written
                  approval of Sutton Park, Hovis and the Hovis Group shall, and
                  the Hovis Opening Stockholders shall, and upon transfer of the
                  interest of Johannes Hovis in Hovis to JJHovis, the Hovis
                  Closing Stockholders shall, cause Hovis and the Hovis Group
                  to:

                  (a)      file all Tax Returns required to be filed and make
                           timely payment of all applicable Taxes when due;

                  (b)      promptly notify Sutton Park in writing of any action
                           or circumstance that results in, or could reasonably
                           be expected to result in, a Material Adverse Change
                           or the occurrence of any breach by Hovis or any Hovis


<PAGE>
                                      -14-


                           Stockholder of any representation or warranty, or any
                           covenant or agreement contained in this Agreement;
                           and

                  (c)      promptly notify Sutton Park in writing of the
                           commencement of any Proceeding or the threat thereof
                           by or against Hovis, any member of the Hovis Group or
                           any Hovis Stockholder.

         SECTION 4.2. During the Interim Period, Hovis will allow Sutton Park
and its agents reasonable access to the files, books, records, properties,
assets, operations, personnel and offices of the Hovis Group and the Finance
Companies and will provide Sutton Park with any and all information reasonably
requested relating to Taxes, commitments, contracts, leases, licenses, real
property, personnel and intangible property, financial condition, results of
operations, business and prospects (including forecasts and projections), of the
Hovis Group and the Finance Companies and will cause its accountants, agents and
other advisors to co-operate with Sutton Park and its agents in making all such
information available.

         SECTION 4.3. Hovis, the Finance Investors and Johannes Hovis, for so
long as he is a shareholder of Hovis, shall promptly inform Sutton Park in
writing, during the Interim Period, of the full particulars of any material
change or of any change in any material fact contained or referred to in the
Information Documents, which is, or may be, of such a nature as to make any
statement of such fact a misrepresentation or untrue, false or misleading or
result in a misrepresentation therein or in this Agreement or any other
agreement to which Sutton Park, and/or Holdco II, Hovis and/or the Finance
Investors are party. If Hovis, the Hovis Stockholders or the Finance Investors
are uncertain as to whether a material change (actual, anticipated or
threatened) as aforesaid has occurred, such Party, as applicable, shall promptly
inform Sutton Park of the full particulars of the event giving rise to the
uncertainty. In the event that, in the reasonable opinion of Sutton Park, such a
material change has occurred, Sutton Park may terminate its obligations under
this Agreement in the manner contemplated by Article 7 hereof.

         SECTION 4.4. During the Interim Period, other than with the express
written approval of Sutton Park, the Finance Investors shall cause each of the
Finance Companies to conduct their respective businesses in the ordinary course
consistent with past practices and shall cause each of the Finance Companies to
use their respective best efforts to preserve intact the organizations,
relationship with third parties and goodwill of each of the Finance Companies
and keep available the services of the present officers, employees, agents and
other personnel of each of the Finance Companies and, without limiting the
generality of the foregoing, during the Interim Period, shall cause each of the
Finance Companies, other than with the express written approval of Sutton Park
to comply with each of the covenants relating to the conduct of Business set out
in Section 4.1 hereof, mutatis mutandis, as though such provisions made
reference to the Finance Companies rather than the Hovis Group and made
reference to the Finance Investors rather than the Hovis Opening Stockholders
and/or the Hovis Closing Stockholders, as the case may be. For greater
certainty, each of the restrictions set out in Section 4.1(i)(a) through (n) and
4.1(ii)(a) through (c) inclusive shall apply to the Finance Companies, mutatis
mutandis.

         SECTION 4.5. On or before the Closing Date, the nominal share capital
of Holdco II being a nominal share capital of Euro 35,000, will be fully paid in
and Holdco II's Constating Documents will substantially reflect the applicable
terms and conditions outlined in the Owners' Agreement.


<PAGE>
                                      -15-


         SECTION 4.6. Each of the Parties hereto shall keep all Confidential
Information secret and confidential and shall not, without the prior written
consent of the Party or Parties whose Confidential Information may be affected,
disclose any such information to anyone except to those employees, directors,
officers, agents and outside advisors ("Representatives") who require such
Confidential Information to perform their duties in connection with this
Agreement, the Owners' Agreement and the transactions contemplated hereby and
thereby. Without limiting the generality of the foregoing, no Party hereto will
disclose any terms or conditions of this Agreement and/or the Owners' Agreement
to any Person except its Representatives. Each Party hereto covenants and agrees
to be responsible for any breach of this Agreement by any of its
Representatives. Confidential Information may be disclosed without such prior
written consent only if required by law. If any Party is requested in any
proceeding to disclose any Confidential Information, such person will provide
the other Parties whose Confidential Information is affected with prompt prior
notice to enable such Parties to seek a protective order or other appropriate
remedy and/or waive compliance with the provisions of this Agreement. In the
event that such protective order is unavailable or another appropriate remedy is
not obtained, the Parties hereto covenant and agree that they and their
Representatives will furnish only that portion of the Confidential Information
which such Party is advised by written opinion of counsel is legally required to
be so disclosed, that such Party will give the other Parties hereto whose
Confidential Information is affected written notice of the information to be
disclosed as far in advance as practicable, and will exercise best efforts to
obtain a protective order or other reliable assurance that confidential
treatment will be accorded to the Confidential Information so disclosed.

         SECTION 4.7. During the Interim Period, Hovis and the Hovis
Stockholders shall not, directly or indirectly, through any officer, director,
employee, agent, representative or advisor:

         (a)      engage in any discussions or negotiations relating to any
                  transactions similar to, or that may be entered into as an
                  alternative to, the transactions contemplated by this
                  Agreement and/or the Owners' Agreement;

         (b)      solicit, initiate, invite or encourage the initiation of any
                  inquiries or proposals regarding any transactions similar to
                  or alternative to the transactions contemplated by this
                  Agreement and/or the Owners' Agreement from any Person; or

         (c)      accept, approve, recommend or enter into an agreement,
                  arrangement or understanding with any Person relating to or
                  contemplating any transaction similar to or alternative to the
                  transactions contemplated by this Agreement and/or the Owners
                  Agreement.

                                    ARTICLE 5

                                   CONDITIONS

         SECTION 5.1. The obligations of Sutton Park, Holdco I and Holdco II
hereunder, including, without limitation, the obligation of Holdco II to
authorize the issue of, or the obligation of Holdco I to transfer, the Holdco II
Finance Investors Shares to the Finance Investors, and/or of Holdco II to accept
the transfer of the Hovis Capital, shall be subject to the accuracy of the
representations and warranties of Hovis, the Hovis Stockholders and the Finance
Investors herein



<PAGE>
                                      -16-


contained as of the date hereof and as of the Closing Date, to the due
fulfillment of and compliance with the covenants of Hovis, the Hovis
Stockholders and the Finance Investors herein contained and to the following
additional conditions:

         1.       On or before October 25, 2001 Sutton Park, Holdco I and Holdco
                  II shall have received the Disclosure Statement and on or
                  before the Closing Date Sutton Park, Holdco I and Holdco II
                  shall, in their sole discretion, have approved and accepted
                  the contents thereof and shall have notified Hovis, the Hovis
                  Stockholders and the Finance Investors in writing of such
                  approval and acceptance.

         2.       on or before the Closing Date, Sutton Park, Holdco I and
                  Holdco II shall have completed their due diligence review of
                  the operations and financial condition of the Hovis Group and
                  the Finance Companies and shall be satisfied, in its sole
                  discretion, with the results of such review, and shall have so
                  advised each of the other Parties, in writing;

         3.       on or before the Closing Date, the Closing Steps shall have
                  each occurred to the satisfaction of Sutton Park, Holdco I and
                  Holdco II, in substantially the sequence and as described in
                  Article 6 hereof;

         4.       on or before the Closing Date, Hovis shall have completed or
                  agreed to complete a restructuring of the Hovis Indebtedness
                  on terms and conditions satisfactory to Sutton Park, Holdco I
                  and Holdco II in their sole discretion, pursuant to which
                  Hovis shall, amongst other things, have provided a complete
                  list of all lenders, providing substantial credit or loan
                  facilities, to Hovis and Hovis Group which are entitled to
                  terminate or materially amend or change any such credit or
                  loan facilities due to change of control or change of
                  ownership clauses, and all such clauses shall be waived by the
                  respective lenders;

         5.       on or before the Closing Date, Hovis shall have completed the
                  Hovis Reorganization;

         6.       on or before the Closing Date, Holdco I, Holdco II, Hovis and
                  the Finance Investors shall have entered into the Owners'
                  Agreement;

         7.       on or before the Closing Date, Steinbauer, JJHovis, Hovis
                  and/or Holdco II shall have entered into the Service
                  Contracts;

         8.       on or before the Closing Date, Holdco I and the Finance
                  Investors shall have entered into a Call Agreement granting
                  Holdco I the irrevocable right to purchase all of the nominal
                  share capital of the Finance Investors in Holdco II for a
                  fixed purchase price of Euro 160,000 for the interest held by
                  JJHovis and Euro 20,000 for the interest held by Steinbauer
                  if: (i) the Finance Investors did not successfully achieve the
                  Earn In within the Target Period; or (ii) the right to Earn In
                  is terminated prior to expiration of the Target Period;

         9.       on or before the Closing Date, the transactions contemplated
                  by this Agreement, including, without limitation, the Hovis
                  Reorganization and the execution and delivery by the Parties
                  hereto of this Agreement and by Holdco I, Holdco II, Hovis



<PAGE>
                                      -17-


                  and the Financial Investors of the Owners' Agreement shall
                  have been approved in writing by the Hovis Lenders, upon terms
                  and conditions satisfactory to Sutton Park, in its sole
                  discretion;

         10.      the representations and warranties of Hovis, the Hovis
                  Stockholders and the Finance Investors herein contained shall
                  be true and correct in all materials respects on the Closing
                  Date, with the same force and effect as if such
                  representations and warranties were made on the Closing Date
                  and each of Hovis, the Hovis Stockholders and the Finance
                  Investors shall have delivered to Sutton Park, Holdco I and
                  Holdco II, in the case of Hovis a certificate signed by each
                  of the Managing Directors of Hovis, dated the Closing Date,
                  and in respect of the Hovis Stockholders and the Finance
                  Investors, certificates from such Parties, in each case
                  addressed to Sutton Park, Holdco I and Holdco II, certifying,
                  for and on behalf of each such Party that, to the best of its
                  knowledge, information and belief, after having made due
                  enquiry:

                  (a)      the representations and warranties of Hovis, the
                           Hovis Stockholders and the Finance Investors, as
                           applicable, contained in this Agreement are true and
                           correct in all material respects as of the Closing
                           Date with the same force and effect as if made at and
                           as of the Closing Date after giving effect to the
                           transactions contemplated hereby; and

                  (b)      Hovis, the Hovis Stockholders and the Finance
                           Investors, as applicable, have each duly complied
                           with all covenants and satisfied all the conditions
                           herein contained to be performed or satisfied by it
                           at or prior to the Closing Date, except to the extent
                           that the same have been waived by Sutton Park
                           pursuant to Section 7.1.

         11.      on or before the Closing Date, any waiting period applicable
                  to the transactions contemplated hereby under any applicable
                  merger control law shall have terminated or expired and any
                  consent to be obtained from any competent merger control
                  authority shall have been obtained, upon terms satisfactory to
                  Sutton Park, in its sole discretion;

         12.      as at the Closing Date, no law or decision of any court or
                  Governmental Authority shall have been enacted or entered
                  which prohibits, restrains, enjoins or restricts the
                  consummation of the transactions contemplated by this
                  Agreement or the agreements contemplated hereby;

         13.      on or before the Closing Date, there shall have been obtained
                  from all appropriate Governmental Authorities all permits,
                  consents, approvals, certificates, registrations and
                  authorizations, if any, as are required to be obtained to
                  permit the change of ownership of the Hovis Capital
                  contemplated hereby;

         14.      on or before the Closing Date, JJHovis shall have delivered a
                  document executed by Bank Austria providing that the Hovis
                  Capital held by JJHovis and which had previously been pledged
                  to Bank Austria has been released from such pledge and that it
                  does not hold any further interest in such Hovis Capital;


<PAGE>
                                      -18-


         15.      as at the Closing Date, the Hovis Capital to be acquired at
                  Closing by Holdco II shall be the only share capital
                  (Geschaeftsanteile) of Hovis and shall have been paid in, in
                  the amount shown in the "Firmenbuch", which shall be not less
                  than Euro 1,529,055.50 currently paid in, plus Euro 160,000 to
                  be paid by JJHovis and Euro 20,000 to be paid by Steinbauer
                  pursuant to Section 2.5 of this Agreement plus any amount
                  resulting from a capital increase in Hovis in the course of
                  the Hovis Reorganization;

         16.      on or before the Closing Date, the Articles of Association
                  (Gesellschaftsvertrag) of Holdco II and Hovis shall have been,
                  to the extent practicable, conformed to incorporate the
                  relevant provisions applicable to each such corporation set
                  out in the Owners' Agreement, and the Parties shall have
                  completed all formalities, including, without limitation,
                  attending upon the notarization of this Agreement and the
                  Owners' Agreement, as Sutton Park deems necessary or desirable
                  to give full legal effect to this Agreement and the Owners'
                  Agreement;

         17.      during the Interim Period, there shall not have occurred any
                  Material Adverse Change;

         18.      on and dated as at the Closing Date, Sutton Park, Holdco I and
                  Holdco II shall have received favourable legal opinions from
                  counsel to the Hovis Group, dated the Closing Date, in form
                  and content satisfactory to Sutton Park, in its sole
                  discretion, with respect, inter alia, to the matters set out
                  in Schedule "I" hereto;

         19.      on or before the Closing Date, JJHovis and Steinbauer shall
                  have delivered to Holdco I a notarized power of attorney with
                  respect to the undertaking set out in Section 2.5 of the
                  Owners' Agreement and the letter in the form of Schedule "C"
                  to the Owners' Agreement.

SECTION 5.2. The obligations of Hovis and the Hovis Stockholders hereunder shall
be subject to the condition that, on or before the Closing Date, Sutton Park,
Holdco I and Holdco II shall have provided to Hovis and the Hovis Stockholders
written confirmation of the completion of, or of the agreement to complete, the
restructuring of the Hovis Indebtedness, as contemplated by and in accordance
with Section 5.1(4) of this Agreement, a result of which shall be the
termination following Closing of all personal liability of JJHovis in relation
to that portion of the Hovis Indebtedness that is in favour of Creditanstalt Ag.

                                    ARTICLE 6

                                     CLOSING

         SECTION 6.1. Subject to the satisfaction or waiver of all conditions
precedent set out in Article 5, the closing (the "Closing") shall be held on the
Closing Date.

         SECTION 6.2. On or before the Closing Date, the following shall occur
or have occurred in substantially the following sequence:

         1.       Johannes Hovis shall transfer or have transferred all of his
                  interest in Hovis, including all capital of Hovis held by
                  Johannes Hovis to JJHovis, free and clear of



<PAGE>
                                      -19-


                  all mortgages, liens, charges, pledges, security interests,
                  encumbrances, claims or demands whatsoever;

         2.       the Finance Investors shall transfer or have transferred all
                  of their interests in ICM and HPP, including all capital of
                  ICM and HPP, which capital shall be fully paid in, to Hovis,
                  free and clear of all mortgages, liens, charges, pledges,
                  security interests, encumbrances, claims or demands
                  whatsoever, in consideration of share capital of Hovis to be
                  issued in the course of a capital increase thereof in
                  connection with the acquisition of the interests of the
                  Finance Investors in ICM and HPP;

         3.       To the extent legally possible, Hovis shall have caused Hovis
                  Poland Sp.z o.o. to transfer or have transferred all of its
                  interest in Alumetal, including all capital of Alumetal to
                  Holdco II, free and clear of all mortgages, liens, charges,
                  pledges, security interests, encumbrances, claims or demands
                  whatsoever, in consideration of One (1) Euro;

         4.       the Finance Investors shall transfer or have transferred all
                  of their interest in JHT, GBT, Hovis Impex and Hovis Canada,
                  including all capital of JHT, GBT, Hovis Impex and Hovis
                  Canada to Hovis free and clear of all mortgages, liens,
                  charges, pledges, security interests, encumbrances, claims or
                  demands whatsoever, in consideration of one (1) Euro;

         5.       JJHovis shall contribute or have contributed Euro 160,000 and
                  Steinbauer shall contribute or have contributed Euro 20,000,
                  as payment into the nominal share capital, to Hovis;

         6.       the Grandfather Contribution shall be advanced by Sutton Park
                  to Holdco II;

         7.       the Finance Investors and all other Persons so required shall
                  have executed all corporate acts necessary or desirable to
                  fully effect the Holdco II Restructuring and in consequence
                  thereof, the Finance Investors shall transfer or have
                  transferred, subject only to any post-closing registration
                  requirements, all of their interests in Hovis, including all
                  of the Hovis Capital, to Holdco II, free and clear of all
                  mortgages, liens, charges, pledges, security interests,
                  encumbrances, claims or demands whatsoever, in consideration
                  of capital of Holdco II in the applicable proportions of the
                  Agreed Capital Ratio;

         8.       the Parties hereto shall have, in the form required by law,
                  executed all documents, agreements, certificates, instruments
                  and applications required under the Applicable Law, to effect
                  the share transfers, capital increases and subscriptions for
                  capital provided for in this Agreement; and

         9.       the Parties hereto shall deliver or have delivered each of the
                  documents, agreements, certificates and instruments required
                  to be delivered as conditions to Closing pursuant to Article 5
                  hereof.

         SECTION 6.3. The Closing shall not occur, nor shall the documents
tabled for delivery at the Closing be delivered, until all conditions of the
Closing have been fulfilled or waived, all



<PAGE>
                                      -20-


Closing Steps have been completed and all things are done as need be done to
permit contemporaneous closing of the transactions contemplated by and provided
for herein.

                                    ARTICLE 7

                          TERMINATION OF THE AGREEMENT

         SECTION 7.1. Hovis, the Hovis Stockholders and the Finance Investors
jointly and severally agree that the conditions contained in Article 5 hereof
will be complied with so far as the same relate to acts to be performed or
caused to be performed by Hovis, by the Hovis Stockholders, or by the Finance
Investors, that they will use their best efforts to cause such conditions to be
complied with and that if any of the said conditions are not complied with,
Sutton Park, Holdco I and Holdco II may give notice to Hovis, the Hovis
Stockholders and the Finance Investors as hereinafter provided terminating their
obligations hereunder and in such event the obligations of the Parties hereunder
and pursuant to any documents or agreements contemplated hereby shall be at an
end. It is understood that Sutton Park, Holdco I and Holdco II may waive in
whole or in part non-compliance with any of the conditions contained herein or
extend the time for compliance therewith without prejudice to their rights in
respect of any other condition or conditions or any other or subsequent breach
or non-compliance, provided that any such waiver or extension shall be binding
upon Sutton Park, Holdco I and Holdco II only if the same is in writing.

         SECTION 7.2. Any termination pursuant to the provisions hereof shall be
effected by notice in writing delivered or telecopied to Hovis and the Hovis
Stockholders at their respective addresses as herein set out. The right of
Sutton Park, Holdco I and Holdco II to so terminate this Agreement is in
addition to such other remedies as they may have in respect of any default,
misrepresentation, act or failure to act of Hovis and the Hovis Stockholders in
respect of any of the matters contemplated by this Agreement.

         SECTION 7.3. The termination of this Agreement by either of Sutton
Park, Holdco I or Holdco II will terminate and cancel all obligations of each of
the Parties hereto in accordance with the provisions of this Article 7.

         SECTION 7.4. Each of Sutton Park, Holdco I and Holdco II may terminate
this Agreement by notice in writing to each of the remaining Parties hereto if
all of the conditions to Closing set out in Article 5 hereof are not satisfied,
or waived in writing by each of Sutton Park, Holdco I and Holdco II, on or
before November 15, 2001 but in no event prior to a 30 day period following
proper and complete notification of the transaction to the competent authority
(Kartellgericht beim Oberlandesgericht Wien), except when approval by such
competent authority is granted prior to the expiry of such period of time, and
this Agreement shall automatically terminate if all of the conditions to Closing
set out in Article 5 hereof are not satisfied, or waived in writing by each of
Sutton Park, Holdco I and Holdco II, on or before December 31, 2001.


<PAGE>
                                      -21-


                                    ARTICLE 8

                                    EXPENSES

         SECTION 8.1. All costs and expenses of or incidental to this Agreement
are to be assumed and paid by the Party incurring same, with each Party to bear
its own costs in respect thereof. For greater certainty, the Parties acknowledge
that the legal fees of Dr. Borns incurred up to September 30, 2001 will be paid
by Hovis and thereafter will be borne by JJHovis.

                                    ARTICLE 9

                          REMEDIES AND INDEMNIFICATION

         SECTION 9.1. If any representation or warranty by Hovis, any of the
Hovis Stockholders or any of the Finance Investors provided for in this
Agreement is inaccurate, such Parties shall jointly and severally indemnify
Sutton Park and Holdco II from and after the Closing for any financial prejudice
which would not exist or arise if such representation and warranty were
accurate, provided that Johannes Hovis shall severally so indemnify such Parties
only, and only in respect of any representation or warranty personally made by
him, such indemnity obligations to exist and apply regardless of whether or not
any inaccuracy is attributable to negligence or otherwise.

         Sutton Park and Holdco II shall give Hovis, the Hovis Stockholders
and/or the Finance Investors or any Person designated by any such Party the
opportunity to repair or remedy any breach of a warranty or representation
within 30 days. The failure to do so does not bar any claims of Sutton Park
and/or Holdco II for indemnification. Sutton Park and Holdco II shall co-operate
with and provide reasonable assistance to Hovis, the Hovis Stockholders, the
Finance Investors or the Person designated by any such Party in any effort to
effect such repair.

         Sutton Park and/or Holdco II shall only be entitled to assert claims
under this Article 9 for a breach of representations and warranties if the
amount of the financial prejudice exceeds Euro 50,000 in each individual case.
To the extent that several claims of the same or a similar nature are based on
the same kind of factual circumstances, such claims shall constitute one
individual claim within the meaning of the preceding sentence. Upon the
occurrence of one or more claims of a similar or dissimilar nature, and whether
based upon similar or divergent factual circumstances, where the amount of the
financial prejudice incurred by Sutton Park and/or Holdco II exceeds in
aggregate, under all such claims, Euro 200,000, Sutton Park and/or Holdco II, as
the case may be, shall be entitled to assert claims under this Article 9 for the
full amount of all such claims.

         All claims made by Sutton Park and/or Holdco II hereunder shall be made
in writing as set out in Article 10 hereof from such Party to Hovis, the Hovis
Stockholders and/or the Finance Investors, as the case may be, describing in
reasonable detail the nature of the claim and including if possible a good faith
estimate of the amount involved; such notice shall be made no later than 90 days
after the date on which Sutton Park and/or Holdco II, as the case may be, has
gained knowledge of the basis for its claim.

                                   ARTICLE 10

                                     NOTICE

         SECTION 10.1. Any notice required or permitted to be given hereunder to
Hovis shall be given to Hovis by delivering a notice in writing addressed to
Hovis at its office at Millenium Tower, 21st Floor, Handelskai 94-96, A-1200
Vienna, Austria, Attention: Jurriaan Hovis or by



<PAGE>
                                      -22-


forwarding a telecopy to Hovis at such address (telecopier no. 43 1 24025 255).
Any notice required or permitted to be given hereunder to Johannes Hovis in his
individual capacity as a Hovis Stockholder shall be given by delivering a single
notice in writing addressed to Johannes Hovis at Austria 1180 Vienna,
Schonbrunner Graben 94 or by forwarding a telecopy to Johannes Hovis at such
address (telecopier no. 43 1 24025 255). Any notice required or permitted to be
given hereunder to JJHovis in his individual capacity, as a Finance Investor, as
a Hovis Closing Stockholder and/or as an Optionee (as such term is defined in
Schedule "A" hereto) shall be given by delivering a single notice in writing
addressed to JJHovis at Austria 1180 Vienna, Schonbrunner Graben 94 or by
forwarding a telecopy to JJHovis at such address (telecopier no. 43 1 24025
255). Any notice required or permitted to be given hereunder to Steinbauer in
his individual capacity, as a Finance Investor, as a Hovis Closing Stockholder
and/or as an Optionee shall be given by delivering a single notice in writing
addressed to Steinbauer at Austria 8101 Gratkorn, Augasse 6 or by forwarding a
telecopy to Steinbauer at such address (telecopier no. 43 3124 23199). Any
notice required or permitted to be given hereunder to Sutton Park, Holdco I or
Holdco II shall be given by delivering a notice in writing addressed to Sutton
Park, Holdco I or Holdco II at their respective addresses set out on the first
page of this Agreement, Attention: President, in each case with a copy to
Sangra, Moller at Suite 1000, 925 West Georgia Street, Vancouver, British
Columbia, V6C 3L2 or by forwarding a telecopy to Sutton Park, Holdco I or Holdco
II at such address (telecopier no. (604) 669-8803 in respect of Sutton Park and
Holdco I and telecopier no. Deloitte & Touche, Vienna, 0043-1-58854-5699
(Attention: E. Holzer) in respect of Holdco II), with a copy to Sangra, Moller
at its address (telecopier no. (604) 669-8803). Any such notice shall be deemed
to have been given and received at the time of delivery or at the time the
telecopy was sent, as the case may be.

                                   ARTICLE 11
                                  MISCELLANEOUS

         SECTION 11.1. Time shall be of the essence of this Agreement.

         SECTION 11.2. It is understood and agreed that all warranties,
representations, covenants, indemnities and agreements of the Parties herein
contained or contained in any certificates or documents submitted pursuant to or
in connection with the transactions herein referred to shall survive the
acquisition by Holdco II of the Hovis Capital, the completion of the other
transactions contemplated herein, and the termination of this Agreement and
shall continue in full force and effect for the benefit of the Parties
regardless of any investigation by or on behalf of the Parties with respect
thereto for a period of three years following the Closing Date.

         SECTION 11.3. This Agreement shall be governed by the laws of the
Federal Republic of Germany as in force and effect as of the date of signing of
this Agreement. In addition, the Parties acknowledge that to the extent certain
corporate matters comprising part of the Hovis Reorganization must comply with
and be governed by Austrian Law, such matters shall be so governed.

         SECTION 11.4. The English version of this Agreement and all agreements
to be delivered in connection herewith shall be the only governing version and
shall be authoritative.

         SECTION 11.5. The Parties and MFC irrevocably agree that any disputes
which may arise out of or in connection with this Agreement, or any transaction
contemplated hereby shall be settled by arbitration in Vienna, Austria, in
accordance with the following rules.


<PAGE>
                                      -23-


         The arbitral tribunal shall consist of two arbitrators and the
presiding arbitrator, each of whom shall be fluent in English and may be of
German, Austrian, U.S. or Canadian nationality. The Party intending to institute
arbitration proceedings shall inform the other Party in writing of its intention
and, at the same time, designate one arbitrator. The other Party shall, within
30 days after receipt of this notice, designate a second arbitrator. If, within
such time period, the other Party has not designated a second arbitrator, then
at the request of the Party intending to institute arbitration proceedings, the
second arbitrator shall be appointed by the International Chamber of Commerce,
acting as appointing authority. The two arbitrators thus appointed shall choose
the presiding arbitrator. If, within 30 days after the appointment of the second
of the two arbitrators, the two arbitrators have not agreed upon the choice of
the presiding arbitrator, then at the request of either Party to the arbitration
proceedings, the presiding arbitrator shall be appointed by the International
Chamber of Commerce.

         All submissions and awards in relation to arbitration under this
Agreement shall be made in English and all arbitration proceedings and all
pleadings shall be in English. Original documents in English or German may be
submitted as evidence in their original language; witnesses not fluent in
English may give evidence in their native tongue (with appropriate translation).
Original documents in a language other than English or German shall be submitted
as evidence in English translation accompanied by the original or a true copy
thereof.

       The Parties to this Agreement hereby adopt the rules of the International
Chamber of Commerce as the procedural rules governing arbitrations hereunder,
insofar as such rules are not inconsistent with any provision of this Section
11.5, which shall be controlling. The arbitration panel may, at the request of a
Party, order provisional or conservatory measures and shall have the authority
to award specific performance, provided, however, that until the complete
establishment of the arbitration panel, the ordinary courts shall remain
competent for provisional or conservatory measures. Any award shall be final and
not subject to appeal and the Parties hereby waive all challenge to any award of
an arbitral panel under this Section 11.5.

         Any award shall be made in the currency in which the obligation would
have been paid, if the obligation with respect to which the award is made was an
obligation to pay money or in Euro in all other cases.

         SECTION 11.6. Unless otherwise indicated, all currency amounts referred
to in this Agreement are in Euros.

         SECTION 11.7. All of the terms and provisions of this Agreement shall
be binding upon and enure to the benefit of and be enforceable by the Parties
hereto and their respective successors and assigns but shall not be assignable
by the Parties hereto prior to the Closing Date without the prior written
consent of the other Parties hereto.

         SECTION 11.8. Each Party covenants and agrees that, from time to time
subsequent to the Closing Date, it will, at the request and expense of the
requesting Party, execute and deliver all such documents and do all such other
acts and things as any Party hereto, acting reasonably, may from time to time
request be executed or done in order to better evidence or perfect or effectuate
any provision of this Agreement or of any agreement or other document executed
pursuant to this Agreement or any of the respective obligations intended to be
created hereby or thereby.


<PAGE>
                                      -24-


         SECTION 11.9. All terms and conditions of this Agreement shall be
construed as conditions, and any breach or failure by Hovis, the Hovis
Stockholders or the Finance Investors to comply with any of such terms and
conditions on or prior to Closing shall entitle Sutton Park, Holdco I and Holdco
II to terminate their obligations hereunder and JJHovis and Steinbauer shall be
entitled to terminate their obligations hereunder in the event that Holdco II
has not received the Grandfather Contribution on or prior to Closing. Any
non-defaulting party may waive, in whole or in part, or extend the time for
compliance with, any terms and conditions without prejudice to its rights in
respect of any other terms and conditions or any other or subsequent breach or
non-compliance, provided that to be binding any such waiver or extension must be
in writing and signed by the Party whose right is being waived.

         SECTION 11.10. No amendment of any provision of this Agreement shall be
effective unless the same is in writing and signed by each Party thereto which
is then a Party to or the respective document being amended.

         SECTION 11.11. Should any provision or part of a provision of this
Agreement be or become invalid or unenforceable, or should this Agreement
contain an unintended contractual gap, then the validity or enforceability of
the remainder of the Agreement shall not be affected. Any such invalid or
unenforceable provision shall be deemed replaced by, or any gap deemed to be
filled with, an appropriate provision, which, in accordance with the economic
purpose and object of the provision and/or Agreement and as far as legally
permissible, shall come closest to the Parties' original intention, or that
intention which the Parties would have had, had they considered the issue.

         SECTION 11.12. This Agreement may be executed in any number of
counterparts by one or more Parties hereto and such counterparts, each of which
when so executed and delivered, shall be deemed to be an original and all of
which when taken together shall constitute one and the same instrument. An
executed counterpart of this Agreement may be delivered by facsimile transfer or
similar form of electronic communication from one Party to the other provided
that an original executed counterpart is promptly delivered to such receiving
Party.

SUTTON PARK INTERNATIONAL LIMITED

By:      /s/ JAMES CARTER
         --------------------------
Name:     JAMES CARTER
         --------------------------
Title:    VICE-PRESIDENT
         --------------------------


<PAGE>
                                      -25-


GARDA INVESTMENTS CORP.

By:      /s/ JAMES CARTER
         ----------------
Name:    JAMES CARTER
         ----------------
Title:   VICE-PRESIDENT
         ----------------

GLAMIOX BETEILIGUNGSVERWALTUNGS GMBH

By:      /s/ JAMES CARTER
         ----------------
Name:    JAMES CARTER
         ----------------
Title:   VICE-PRESIDENT
         ----------------

MFC BANCORP LTD.

By:      /s/ JAMES CARTER
         ----------------
Name:    JAMES CARTER
         ----------------
Title:   VICE-PRESIDENT
         ----------------

HOVIS GMBH
By:      /s/ JURRIAAN J. HOVIS
         ---------------------
Name:     JURRIAAN J. HOVIS
         ---------------------
Title:    PRESIDENT
         ---------------------



<PAGE>
                                      -26-


SIGNED, SEALED and DELIVERED by     )
JURRIAAN J. HOVIS in the            )
presence of:                        )

                                    )
                                    )
Signature                           )
____________________________________)
Name                                ) /s/ JURRIAAN J. HOVIS
                                      ---------------------
                                      JURRIAAN J. HOVIS
Address ____________________________)
                                    )
____________________________________)
                                    )
____________________________________)
Occupation                          )





SIGNED, SEALED and DELIVERED by     )
JOHANNES HOVIS in the               )
presence of:                        )
                                    )
____________________________________)
Signature                           )
____________________________________)       /s/ JOHANNES HOVIS
                                            ------------------
Name                                )       JOHANNES HOVIS

Address ____________________________)
                                    )
____________________________________)
                                    )
____________________________________)
Occupation                          )


<PAGE>
                                      -27-





SIGNED, SEALED and DELIVERED by     )
FERDINAND STEINBAUER in the         )
presence of:                        )

                                    )
____________________________________)
Signature                           )
____________________________________)
Name                                )       /s/ FERDINAND STEINBAUER
                                            -----------------------
                                            FERDINAND STEINBAUER

Address ____________________________)
                                    )
____________________________________)
                                    )
____________________________________)
Occupation                          )




<PAGE>

                                   SCHEDULE A

                         CAPITAL EARN IN AND ADJUSTMENT

                             ARTICLE 1 - DEFINITIONS

1.1      DEFINITIONS. In this Schedule "A", unless something in the subject
         matter or context is inconsistent therewith, the following capitalized
         words and terms shall have the following meanings, respectively:

         (a)      "2001 HOLDCO II STATEMENTS" means the audited consolidated
                  financial statements of Holdco II for the year ended December
                  31, 2001 prepared in accordance with U.S. GAAP;

         (b)      "CONSOLIDATED HOLDCO II NET WORTH" means, with respect to
                  Holdco II, the aggregate shareholders' equity, excluding: (i)
                  goodwill and/or any intangible assets; (ii) any net gains
                  incurred as a result of the Hovis Reorganization; and (iii)
                  the portion of net income (or loss) of Holdco II allocable to
                  minority interests in unconsolidated Persons to the extent
                  that cash dividends or distributions have not actually been
                  received by Holdco II or one of its Subsidiaries in respect as
                  at December 31 in each year, on a consolidated basis,
                  determined in accordance with U.S. GAAP consistently applied,
                  less any shareholders' equity attributable to capital
                  contributions made subsequent to the Closing Date by Sutton
                  Park, Holdco I, or their Affiliates or third parties and
                  "CONSOLIDATED (2001) HOLDCO II NET WORTH" means, such amount
                  calculated as at December 31, 2001, and in each case as
                  determined pursuant to Holdco II's annual audited financial
                  statements in respect of such financial year;


         (c)      "EVENT OF DEFAULT" means if any representation or warranty set
                  out in Schedules "B", "C" or "E" to the Agreement or in any
                  Information Document should at any time be false or
                  misleading, in any material respect, or if Hovis, any Hovis
                  Stockholder or any of JJHovis or Steinbauer fails to perform
                  any material covenant under and/or commits any breach of any
                  material provision of the Agreement including, without
                  limitation, any material provision of this Schedule "A",
                  provided that if such misrepresentation, breach or failure is
                  capable of remedy, whether by payment of money or otherwise,
                  such misrepresentation, breach or failure remains unremedied
                  for fifteen Banking Days following notice thereof to JJHovis
                  or Steinbauer;

         (d)      "FISCAL YEAR" Means a period of one year ending on December 31
                  in each such year;

         (e)      "HOLDCO II CAPITAL RIGHTS" means all of the collective Holdco
                  II capital owned by JJHovis and Steinbauer upon or after
                  Closing, together with all other rights to acquire additional
                  Holdco II capital, contingent or otherwise, held or to be held
                  by JJHovis and Steinbauer including, without limitation, all
                  of their collective and



<PAGE>
                                      A-2


                  individual rights to acquire Holdco II capital as provided for
                  in the Agreement and in this Schedule "A";

         (f)      "HOLDCO II FINANCIAL STATEMENTS" means, for the purposes of
                  any exercise of the Put Option, the consolidated audited
                  financial statements of Holdco II for the Fiscal Year ended
                  immediately prior to any exercise of the Put Option, prepared
                  in accordance with US GAAP;

         (g)      "OPTIONEES" means, in this Schedule "A", collectively, JJHovis
                  and Steinbauer;

         (h)      "PUT DATE" means any day within the 10 day period, in each of,
                  2004, 2005 and 2006, respectively, immediately following the
                  date of publication of the audited consolidated financial
                  statements of Holdco II in the Firmenbuch for the immediately
                  preceding fiscal year;

         (i)      "PUT OPTIONS" means collectively the put options granted in
                  favour of the Optionees in accordance with Section 2.7 of this
                  Schedule "A" and "PUT OPTION" means any such option;

         (j)      "PUT PRICE" means the amount payable to the Optionees upon
                  their exercising the Put Option, which shall be 44% (or, in
                  the event that the Consolidated (2001) Holdco II Net Worth is
                  zero or negative, 42%) to JJHovis and 5% (or, in the event
                  that the Consolidated (2001) Holdco II Net Worth is zero or
                  negative, 4.75%) to Steinbauer, of the Consolidated Holdco II
                  Net Worth adjusted for (i.e. excluding) the Grandfather
                  Contribution.

         (k)      "TARGET DATES" means any of December 31, in each of 2003,
                  2004, 2005 and 2006, and "LAST TARGET DATE" means December 31,
                  2006;

         (l)      "TARGET PERIOD" means the period commencing on October 1, 2001
                  and ending on December 31, 2006;

         (m)      "TARGET PERIOD FINANCIAL STATEMENTS" means audited financial
                  statements of Holdco II for each Fiscal Year in the Target
                  Period prepared in accordance with U.S. GAAP (other than for
                  the quarterly period ending December 31, 2001); and

         (n)      "U.S. GAAP" means generally accepted accounting principles in
                  the United States consistently applied, that are in effect
                  from time to time;



<PAGE>
                                      A-3


                                   ARTICLE 2
                         ADJUSTMENT OF CONSIDERATION FOR
                         TRANSFER OF HOVIS TO HOLDCO II

2.1      ACKNOWLEDGEMENT OF EXISTING CAPITAL. The Parties each hereby
         acknowledge and agree that immediately after Closing (and after all
         Holdco II capital, if any, issued in connection with the Holdco II
         Capital Restructuring has been duly registered at the Firmenbuch) the
         nominal share capital of Holdco II shall consist of a minimum of Euro
         35,000, which shall all be owned by the shareholders of Holdco II as
         follows:

                      NAME                                OWNED CAPITAL
                      ----                                -------------

                      Holdco I                             Euro 33,425

                      JJHovis                              Euro 1,400

                      Steinbauer                           Euro 175


         provided that, if Holdco II acquires Hovis by way of issuance of new
         Holdco II nominal share capital in the course of a capital increase
         (instead of by way of delivery of existing capital from Holdco I to the
         Hovis Closing Stockholders) in exchange for the contribution of Hovis,
         the nominal share capital of Holdco II will, upon registration at the
         Firmenbuch, be an increased amount to that set out above, but, under
         all circumstances, such nominal share capital shall be allocated such
         that the Agreed Capital Ratio will be established at and/or following
         Closing.

2.2      EARN IN OF CAPITAL BY JJHOVIS ON TARGET DATE. Subject to Section 2.9
         hereof, if, on any of the Target Dates, the Consolidated Holdco II Net
         Worth is equal to or greater than Euro 23,500,000, Holdco I shall, upon
         receipt of written notice from JJHovis served on Holdco I within ten
         Banking Days of publication of the Target Period Financial Statements
         in the Firmenbuch (the "Earn In Request Period") , transfer to JJHovis,
         under the Austrian Reorganization Tax Act as final further
         consideration for the transfer of the Hovis Capital to Holdco II,
         nominal share capital ("Geschaftsanteile") in a fixed amount of Euro
         14,000 (notwithstanding any Holdco II capital increase made subsequent
         to the date of signing of this Agreement). Following any Earn In,
         JJHovis shall forever have no further rights to acquire any capital of
         Holdco II pursuant to this Schedule "A" or otherwise pursuant to this
         Agreement.


<PAGE>
                                      A-4


2.3      EARN IN OF CAPITAL BY STEINBAUER ON TARGET DATE. Subject to Section 2.
         9 hereof, if, on any of the Target Dates, the Consolidated Holdco II
         Net Worth is equal to or greater than Euro 23,500,000, Holdco I shall
         upon receipt of written notice from Steinbauer served on Holdco I
         within the Earn In Request Period, transfer to Steinbauer, under the
         Austrian Reorganization Tax Act as final further consideration for the
         transfer of the Hovis Capital to Holdco II, nominal share capital
         ("Geschaftsanteile") in a fixed amount of Euro 1,575, (notwithstanding
         any Holdco II capital increase subsequent to the date of signing of
         this Agreement). Following any Earn In, Steinbauer shall forever have
         no further rights to acquire any capital of Holdco II pursuant to this
         Schedule "A" or otherwise pursuant to this Agreement.

2.4      PROPORTIONATE RIGHT OF JJHOVIS TO TOP UP. In the event that the
         Consolidated Holdco II Net Worth on the Last Target Date is less than
         Euro 23,500,000 (such difference herein being the "Target Deficiency"),
         JJHovis may, at his option, pay as capital contribution to Holdco II in
         cash by way of U.S. dollars or Euros an amount equal to 90% of the
         Target Deficiency (the "Hovis Deficiency Payment") within two months of
         the completion of the Target Date Financial Statements (the "Top Up
         Deadline"). In the event that JJHovis pays the Hovis Deficiency Payment
         on or before the Top Up Deadline, he shall be entitled to receive the
         capital in Holdco II as set out in section 2.2 above. In the event that
         JJHovis fails to pay the Hovis Deficiency Payment as aforesaid before
         the Top Up Deadline, any and all rights he may have to make such
         contribution shall be terminated and extinguished.

2.5      PROPORTIONATE RIGHT OF STEINBAUER TO TOP UP. In the event that the
         Consolidated Holdco II Net Worth on the Last Target Date is less than
         Euro 23,500,000, Steinbauer may, at his option, pay as capital
         contribution to Holdco II in cash by way of U.S. dollars or Euros an
         amount equal to 10% of the Target Deficiency (the "Steinbauer
         Deficiency Payment") on or before the Top Up Deadline. In the event
         that Steinbauer makes the Steinbauer Deficiency Payment on or before
         the Top Up Deadline, he shall be entitled to receive the capital in
         Holdco II as set out in section 2.3 above. In the event that Steinbauer
         fails to pay the Steinbauer Deficiency Payment as aforesaid before the
         Top Up Deadline, any and all rights he may have to make such
         contribution shall be terminated and extinguished.

2.6      TERMINATION OF RIGHT TO EARN CAPITAL. Any and all rights of JJHovis and
         Steinbauer to receive any additional capital pursuant to this Schedule
         "A" or otherwise pursuant to this Agreement shall be automatically
         terminated and forever extinguished without further action of the
         Parties, and each of JJHovis and Steinbauer shall have no further
         rights thereto, if the Earn In has not been requested within the Earn
         In Request Period following the Last Target Date, and, in the event of
         a Target Deficiency, if the Hovis Deficiency Payment and/or the
         Steinbauer Deficiency Payment, as applicable, as provided for in
         sections 2.4 and 2.5 above, is not paid as required pursuant thereto.


<PAGE>
                                      A-5


2.7      PUT OPTION. Subject to Section 2.9 hereof and this Section 2.7, each of
         the Optionees shall have the right on any Put Date to require Holdco I
         to purchase all, but not less than all, of their Holdco II Capital
         Rights at the Put Price, such sale and transfer to be completed within
         sixty (60) Banking Days of completion of the applicable Holdco II
         Financial Statements. Following any such exercise of a Put Option, the
         exercising Optionee shall forever have no further rights to acquire any
         capital of Holdco II pursuant to this Schedule "A" or otherwise
         pursuant to this Agreement, and such exercising Optionee's only
         continuing right in connection with his Holdco II Capital Rights will
         be to receive the Put Price. The right of an Optionee to exercise a Put
         Option shall expire and terminate on the first date that such Optionee
         is eligible to give notice, within an Earn In Request Period, requiring
         Holdco I to transfer additional nominal share capital of Holdco II to
         such Optionee, regardless of whether such notice is given.

2.8      NON-TRANSFERABILITY OF PUT OPTION. The Put Option granted to the
         Optionees in Section 2.7 above shall not be transferrable and may be
         exercised only by the Optionees with the exception that an Optionee may
         transfer his Put Option or portion thereof to any "Permitted
         Transferee", as such term is defined in the Owners' Agreement, provided
         that:

         (a)      such Permitted Transferee shall agree to assume and be bound
                  by all of the terms and obligations contained in this
                  Agreement in respect of the Put Option and the Owners'
                  Agreement as if such Permitted Transferee had entered into
                  each of this Agreement and the Owners' Agreement as an
                  original party thereto; and

         (b)      such Permitted Transferee has acquired, in addition to the Put
                  Option or portion thereof, an equivalent proportion of the
                  nominal share capital of Holdco II held by the transferring
                  Optionee, in accordance with the requirements and restrictions
                  set out in the Owners' Agreement.

2.9      TERMINATION UPON DEFAULT. The rights of each of JJHovis and Steinbauer:
         (i) to acquire additional capital of Holdco II hereunder; and (ii) to
         exercise the Put Option pursuant to this Schedule "A", shall
         automatically terminate and be of no further force and effect, upon the
         occurrence of any Event of Default without any further action of the
         parties. However, the termination of the right to acquire additional
         capital pursuant to Subsection 2.9(i) of this Schedule "A" shall only
         be automatically terminated in case of a wilful or negligent false
         representation or warranty.


<PAGE>

                                   SCHEDULE B

             HOVIS AND HOVIS CLOSING STOCKHOLDERS JOINT AND SEVERAL
                         REPRESENTATIONS AND WARRANTIES

1.   The Agreement has been duly authorized, executed and delivered on behalf of
     Hovis and is a legal, valid and binding obligation of Hovis enforceable in
     accordance with its terms, except as enforcement thereof may be limited by
     bankruptcy, insolvency, reorganization, moratorium and other laws relating
     to or affecting the rights of creditors generally, and except as limited by
     the application of equitable principles when equitable remedies are sought
     and by the fact that rights to indemnity, contribution and waiver, and the
     ability to sever unenforceable terms, may be limited by Applicable Law;

2.   Other than as set out in the Disclosure Statement, Hovis and each Hovis
     Subsidiary has been duly incorporated, amalgamated, continued or organized
     and is validly existing and in good standing under the laws of its
     respective jurisdiction of incorporation, amalgamation, continuance or
     organization, as the case may be, and has all requisite corporate power and
     authority to carry on its business as now conducted and as presently
     proposed to be conducted, to own, lease and operate its properties and
     assets and, with respect to Hovis, to carry out the provisions of the
     Agreement;

3.   The Hovis Closing Stockholders own or, at the Closing Date, will own the
     share capital of Hovis free and clear of all mortgages, liens, charges,
     pledges, security interests, encumbrances, claims or demands whatsoever.

4.   Other than disclosed in the Disclosure Statement or expressly highlighted
     in the legal opinion(s) of counsel(s) to Hovis, and accepted in writing by
     Sutton Park, none of Hovis or any member of the Hovis Group have issued
     share certificates or certificates representing share capital or dividend
     coupons;

5.   Hovis and each Hovis Subsidiary has conducted and is conducting its
     respective business in compliance in all material respects with all
     Applicable Laws, rules and regulations of each jurisdiction in which its
     respective business is carried on and is duly licensed, registered or
     qualified in all jurisdictions in which it owns, leases, or operates its
     property or carries on business to enable its business to be carried on as
     now conducted and its property and assets to be owned, leased and operated,
     and all such licenses, registrations and qualifications are valid and
     subsisting and in good standing and none of the same contains any
     burdensome term, provision, condition or limitation which has a material
     adverse effect on the operation of its respective business as now carried
     on;

6.   Hovis has no Subsidiaries other than the Hovis Subsidiaries. Other than as
     set out in the Disclosure Statement, Hovis or the Hovis Subsidiaries are
     the owners, beneficially and of record, of the issued and outstanding
     shares in the capital of each Hovis Subsidiary as set out in Schedule "F"
     to the Agreement, in each case free and clear of all mortgages, liens,
     charges, pledges, security interests, encumbrances, claims or demands
     whatsoever, other than as set out in the Disclosure Statement, and no
     Person, firm or corporation has any agreement or option, or right or
     privilege (whether pre-emptive or contractual) capable of becoming an
     agreement (including convertible securities and warrants) for the purchase
     from Hovis of any interest in any of the issued and outstanding shares in
     the capital of any Hovis Subsidiary or for the



<PAGE>
                                      B-2


     purchase, subscription or issuance of any unissued shares, securities or
     warrants of any Hovis Subsidiary, other than as set out in the Disclosure
     Statement;

7.   As at the date hereof the nominal share capital ("Geschaftsanteile") of
     Hovis consists of Euro 1,750,000 and on the Closing Date the nominal share
     capital ("Geschaftsanteile") of Hovis shall consist of a minimum of Euro
     1,750,000, which, as at the date of the Agreement is fully issued and is
     paid in in an amount of Euro 1,529,055.50 and, as of the Closing Date, will
     be paid in as to a further Euro 180,000 resulting from a cash contribution
     of the Finance Investors plus an amount equal to the value of any further
     contribution in kind pursuant to any increase in the capital of Hovis as
     contemplated by Section 6.2(2) of this Agreement and, no Person, firm or
     corporation now has any agreement or option, or right or privilege (whether
     pre-emptive or contractual) capable of becoming an agreement (including
     convertible securities or warrants) for the purchase, subscription or
     issuance of any unissued shares, securities or warrants of Hovis, other
     than as set out in the Agreement;

8.   Other than as set out in the Disclosure Statement, subsequent to the
     respective dates as of which information is given in the Information
     Documents:

     (i)  there has not been any Material Adverse Change; and

     (ii) the consolidated financial position of the companies of the Hovis
          Group is disclosed in the individual Financial Statements of each of
          these companies as of August 31, 2001;

9.   Other than S.C. Somes S.A., as disclosed to Sutton Park, none of Hovis nor
     any Hovis Subsidiary has, directly or indirectly, declared or paid any
     dividend or declared or made any other distribution on any of its capital
     of any class, or, directly or indirectly, redeemed, purchased or otherwise
     acquired any of its capital, or agreed to do any of the foregoing during
     its last three completed fiscal years preceding the date of the Agreement;

10.  Other than as set out in the Disclosure Statement, there is not, in the
     Constating Documents of Hovis or any Hovis Subsidiary or in any agreement,
     mortgage, note, debenture, indenture or other instrument or document to
     which Hovis or any Hovis Subsidiary is a party, any restriction upon or
     impediment to the declaration or payment of dividends by any member of the
     Hovis Group or the payment of dividends by Hovis to the holders of the
     Hovis Capital;

11.  Since June 30, 2001, the Hovis Group has carried on the Business in the
     ordinary course;

12.  There is no action, proceeding or investigation (whether or not purportedly
     on behalf of Hovis or any Hovis Subsidiary) pending or, to the knowledge of
     Hovis and its directors and officers after having made due enquiry,
     threatened against or affecting Hovis or any Hovis Subsidiary, at law or in
     equity or before or by any Governmental Authority which either: (i) could
     reasonably be expected to result in a Material Adverse Change; or (ii)
     which questions the validity of the creation, issuance and sale or transfer
     of the capital of Holdco II or the transfer of the Hovis Capital, pursuant
     to or in connection with the Agreement;

13.  Hovis and, to the best of the knowledge of JJHovis and Steinbauer, each
     Hovis Subsidiary has duly and on a timely basis filed all Tax Returns to be
     filed by it, has paid all Taxes due



<PAGE>
                                      B-3


     and payable by it and has paid all assessments and re-assessments and all
     other Taxes, governmental charges, penalties, interest and other fines due
     and payable by it and which are claimed by any Governmental Authority to be
     due and owing and adequate provision has been made for Taxes payable for
     any fiscal period ended for which Tax Returns are not yet required to be
     filed; there are no agreements, waivers or other arrangements providing for
     an extension of time with respect to the filing of any Tax Return or
     payment of any Tax, governmental charge or deficiency by Hovis or any Hovis
     Subsidiary; there are no actions, suits, proceedings, investigations or
     claims threatened or pending against Hovis or any Hovis Subsidiary in
     respect of Taxes, governmental charges or assessments or any matters under
     discussion with any Governmental Authority relating to Taxes, governmental
     charges or assessments asserted by any such authority;

14.  Neither Hovis nor any Hovis Subsidiary is in default or breach of, and the
     execution and delivery of the Agreement by Hovis, the performance and
     compliance with the terms of the Agreement and the sale of the Hovis
     Capital to Holdco II by the Hovis Stockholders, will not result in any
     breach of, be in conflict with or constitute a default under or create a
     state of facts which after notice or lapse of time, or both, would
     constitute a default under:

     (i)  any term or provision of the Constating Documents of Hovis or of any
          Hovis Subsidiary;

     (ii) any resolutions passed or consented to by the directors or
          shareholders of Hovis or any Hovis Subsidiary;

     (iii) any material mortgage, note, indenture, contract, agreement (written
          or oral), instrument, lease or other document to which Hovis or any
          Hovis Subsidiary is a party; or

     (iv) any judgement, decree, order, statute, rule or regulation applicable
          to Hovis or any Hovis Subsidiary;

15.  Other than VB Investmentbank AG, as disclosed to Sutton Park, there is no
     Person, firm or corporation acting or purporting to act for Hovis or any
     Hovis Subsidiary entitled to any brokerage or finder's fee in connection
     with the Agreement or any of the transactions contemplated hereunder, and
     in the event any Person, firm or corporation acting or purporting to act
     for Hovis or any Hovis Subsidiary establishes a claim for any such fee from
     Sutton Park or Holdco II, Hovis covenants to indemnify and hold harmless
     Sutton Park and Holdco II with respect thereto and with respect to all
     costs reasonably incurred in the defence thereof;

16.  None of the directors or senior officers of Hovis, any holder of 10% or
     more of the outstanding Hovis Capital or any Associate or Affiliate of any
     of the foregoing Persons, other than by way of such position or share
     capital holding, has had any material interest, direct or indirect, in any
     transaction within the three years prior to the date of the Agreement or in
     any proposed transaction with Hovis or any of the Hovis Subsidiaries;

17.  Hovis and each Hovis Subsidiary has obtained all approvals, authorizations,
     certificates, consents, licenses, orders and permits or other similar
     authorizations of all Governmental Authorities, or from any other Person,
     that are required under any Environmental Laws, a



<PAGE>
                                      B-4


     true and complete list of which is set out in the Disclosure Statement, and
     all of which are in full force and effect;

18.  Hovis and each Hovis Subsidiary is in compliance with all material terms
     and conditions of all approvals, authorizations, certificates, consents,
     licenses, orders and permits or other similar authorizations of all
     Governmental Authorities required under all Environmental Laws. Hovis and
     each Hovis Subsidiary is also in compliance with all other limitations,
     restrictions, conditions, standards, requirements, schedules and timetables
     required or imposed under all Environmental Laws;

19.  Other than as set out in the Disclosure Statement, there are no past or
     present events, conditions, circumstances, incidents, actions or omissions
     that constituted, constitute or may, after the Closing Date, constitute a
     violation by Hovis or a Hovis Subsidiary or the Business of any
     Environmental Law or that may give rise to any Environmental Liabilities of
     Hovis or a Hovis Subsidiary or the Business, or otherwise form the basis of
     any claim, action, demand, suit, proceeding, hearing, study or
     investigation relating to or in any way affecting Hovis or a Hovis
     Subsidiary or the Business (i) under any Environmental Laws or (ii) based
     on or related to the manufacture, processing, distribution, use, treatment,
     storage (including underground storage), Disposal, transport, handling,
     emission, discharge, Release or threatened Release of any Contaminants;

20.  Except as disclosed in the Disclosure Statement:

     (i)  neither Hovis nor any Hovis Subsidiary has been charged with or
          convicted of an offence for non-compliance with or breach of any
          Environmental Laws or fined or otherwise sentenced for non-compliance
          with or breach of any Environmental Laws or settled any prosecution
          short of conviction for non-compliance with or breach of any
          Environmental Laws;

     (ii) neither Hovis nor any Hovis Subsidiary has caused or permitted, or has
          any knowledge of, the Release or Disposal of any Contaminant relating
          to Hovis or a Hovis Subsidiary or the Business or of any Release or
          Disposal from any facility owned or operated by any other Person for
          which Hovis or a Hovis Subsidiary may have any Liability; and

     (iii) all Contaminants generated, handled, stored, treated, processed,
          transported or Disposed of by or on behalf of Hovis or a Hovis
          Subsidiary have been generated, handled, stored, treated, processed,
          transported or Disposed of in compliance with all applicable
          Environmental Laws;

21.  To the best of the knowledge of JJHovis and Steinbauer, copies of all
     environmental audits, environmental assessments and environmental studies
     related in any way to Hovis or a Hovis Subsidiary, the Business or the
     operation of the Business done by or on behalf of Hovis or a Hovis
     Subsidiary or any other Person (other than Sutton Park or its Associates or
     Affiliates) have been provided to Sutton Park;


<PAGE>
                                      B-5


22.  The Financial Statements of the companies comprising the Hovis Group as at
     December 31, 2000: (i) have been prepared on a consistent basis and are
     based on the books and records of the Hovis Group in accordance with GAAP
     and present fairly the financial position and results of operations as of
     the dates indicated or for the periods indicated; (ii) contain and reflect
     all necessary adjustments and accruals for a fair presentation of its
     financial position and the results of its operations for the periods
     covered by such Financial Statements; (iii) contain and reflect adequate
     provisions for all reasonably anticipated liabilities (including Taxes)
     with respect to the periods then ended and all prior periods; and (iv) with
     respect to contracts and commitments for the sale of goods or the provision
     of services by the Hovis Group, contain and reflect adequate reserves for
     all reasonably anticipated material losses and costs and expenses in excess
     of expected receipts;

23.  The Financial Statements of the companies comprising the Hovis Group as at
     and for the period ended August 31, 2001: (i) have been prepared on a
     consistent basis and are based on the books and records of the Hovis Group
     in accordance with GAAP and present fairly the financial position and
     results of operations as of the dates indicated or for the periods
     indicated; (ii) contain and reflect all necessary adjustments and accruals
     for a fair presentation of its financial position and the results of its
     operations for the periods covered by such Financial Statements; (iii)
     contain and reflect adequate provisions for all reasonably anticipated
     liabilities (including Taxes) with respect to the periods then ended and
     all prior periods; and (iv) with respect to contracts and commitments for
     the sale of goods or the provision of services by the Hovis Group, contain
     and reflect adequate reserves for all reasonably anticipated material
     losses and costs and expenses in excess of expected receipts;

24.  To the best of the knowledge of JJHovis and Steinbauer, there are no
     Liabilities of the individual companies of the Hovis Group other than: (i)
     any Liabilities accrued as Liabilities on the individual Financial
     Statements of each of these companies as of August 31, 2001; (ii)
     Liabilities incurred since the date of such balance sheets that do not, and
     could not, individually or in the aggregate result in a Material Adverse
     Change; and (iii) other Liabilities disclosed in the Disclosure Statement;

25.  Other than as set out in the Disclosure Statement, there are no collective
     agreements to which Hovis or a Hovis Subsidiary is a party or that relate
     to the Business, no collective agreement restricts the relocation or
     closing of any part of the Business, no trade union, council of trade
     unions, employee bargaining agency or affiliated bargaining agent holds
     bargaining rights with respect to any employees of Hovis or a Hovis
     Subsidiary by way of certification, interim certification, voluntary
     recognition or successor rights, or has applied or, to the knowledge of
     Hovis or a Hovis Subsidiary, threatened to apply to be certified as the
     bargaining agent of any of such employees, no material work stoppage or
     other material labour dispute in respect of Hovis or a Hovis Subsidiary or
     the Business is pending or, to the knowledge of Hovis or a Hovis
     Subsidiary, threatened, there are no outstanding arbitration awards, labour
     grievances, arbitration proceedings or other proceedings under any
     collective agreement pertaining to Hovis or a Hovis Subsidiary or the
     Business, neither Hovis nor a Hovis Subsidiary has committed any breach of
     any collective agreements pertaining to Hovis or a Hovis Subsidiary or the
     Business, neither Hovis nor a Hovis Subsidiary is aware of any grievances
     or arbitration proceedings under any collective agreements pertaining to
     Hovis or a Hovis Subsidiary or the Business, and there are no written or
     oral agreements or courses of conduct



<PAGE>
                                      B-6


     that modify any collective agreement pertaining to Hovis or a Hovis
     Subsidiary or the Business;

26.  Other than as set out in the Disclosure Statement, the Hovis Group and
     their Affiliates have complied and are currently complying, in respect of
     all employees of the Hovis Group and their Affiliates, with all Applicable
     Laws respecting employment and employment practices and the protection of
     the health and safety of employees;

27.  There are no notices of assessment, provisional assessment, reassessment,
     supplementary assessment, penalty assessment or increased assessment
     (collectively, the "Assessments") or any other communications related
     thereto that Hovis or a Hovis Subsidiary has received from any workers'
     compensation board or similar authority in any jurisdictions where Hovis or
     a Hovis Subsidiary conducts business, and there are no Assessments that are
     unpaid or will be unpaid on the Closing Date, and there are no facts or
     circumstances that could reasonably be expected to result in a material
     increase in Liability to Hovis or a Hovis Subsidiary from any applicable
     workers' compensation legislation, regulations or rules after the Closing
     Date. The accident cost experience relating to the Business is such that
     there are no material pending or possible Assessments and there are no
     claims or potential claims that may materially adversely affect the
     accident cost experience of Hovis or a Hovis Subsidiary;

28.  There have not been any control or profit transfer agreements concluded by
     Hovis or any member of the Hovis Group;

29.  There have been no bankruptcy, composition (other than regarding HPP),
     creditor protection or insolvency proceedings filed or initiated against
     Hovis or any member of the Hovis Group. Furthermore, there are no grounds
     that would justify initiating such proceedings;

30.  Other than as disclosed in the Disclosure Statement, no member of the Hovis
     Group owns any real estate in Austria;

31.  Schedule "K" contains a complete and accurate list of all trade marks and
     alike and license agreements in respect thereof owned by Hovis and Hovis
     Group;

32.  Schedule "L" contains a complete and accurate list of all accounts
     receivables and accounts payable of Hovis and the Finance Companies (other
     than Hovis Impex) as of the date or dates indicated therein ;

33.  Schedule "M" contains a complete and accurate list of all relevant
     litigation matters, including all employee related litigation;

34.  Schedule "N" contains the accurate bank status as of September 25, 2001,
     including but not limited thereto, of all credit and loan facilities and
     collateral provided by Hovis, the Hovis Group, the Hovis Stockholders and
     Persons related thereto and of open foreign exchange transactions and
     derivative transactions;

35.  Schedule "O" contains an accurate list of all loans from third parties to
     Hovis or any member of the Hovis Group, including from the Hovis
     Stockholders, other than credit and loan facilities listed in Schedule "G";


<PAGE>
                                      B-7


36.  Schedule "P" contains an accurate organizational chart of Hovis;

37.  Schedule "Q" contains an accurate list of persons that have been granted
     powers to represent Hovis, other than those listed in the Firmenbuch;

38.  Alumetal, to the best of the knowledge of the Hovis Closing Stockholders
     will be in a position on Closing to pay the remaining purchase price for
     the acquisition of its own shares from its future cash flow;

39.  To the best of the knowledge of the Hovis Closing Stockholders, after
     having made due enquiry, there is no action, proceeding, investigation or
     other circumstance in place, pending or threatened against or affecting
     Alumetal which questions the validity of, or could reasonably expected to
     negatively impact upon the completion of, the pending purchase of Alumetal
     by Hovis Poland Sp.z o.o; and

40.  There do not exist any liabilities of Hovis in favour of S.C. Somes S.A.
     other than those shown in the S.C. Somes S.A. acquisition agreement dated
     June 29, 2000, relating to the remaining investment obligations set out
     therein.

41.  There does not exist any obligation on the part of any company within the
     Hovis Group to pay bonuses to employees or managing directors of any member
     of the Hovis Group.

42.  Hovis maintains Insurance Policies in respect of receivables due or
     accruing due to Hovis in such amount or amounts, with such deductible
     amount or amounts and upon terms as, in each case, are maintained by
     prudent owners and operators of facilities or businesses similar to the
     business of Hovis, all premiums and fees in respect of such Insurance
     Policies have been paid to date and Hovis has received no notice from any
     insuror or agent in respect of any breach of any such policy or any
     notification of denial of coverage in respect thereof.

43.  Hovis is not party to any Material Agreements other than as disclosed in
     Schedule "R" or elsewhere in this Agreement and, other than as set out in
     the Disclosure Statement, Hovis has performed all of its material
     obligations required to be performed by it and is entitled to all benefits
     under, and is not in default or alleged to be in default in respect of any
     Material Agreement to which it is a party or by which it is bound, all such
     Material Agreements are in good standing and in full force and effect, and
     no event, condition or occurrence exists that, after notice or lapse of
     time or both, would constitute a material default under any of the
     foregoing.


<PAGE>
                                   SCHEDULE C

                HOVIS STOCKHOLDERS REPRESENTATIONS AND WARRANTIES

1.   The Hovis Stockholders are the legal and beneficial owners of record with a
     good and marketable title thereto of the Hovis Capital, free and clear of
     all mortgages, liens, charges, pledges, security interests, encumbrances,
     claims or demands whatsoever and any and all approvals, authorizations or
     consents necessary to enable the Hovis Stockholders to validly execute,
     deliver and perform the Agreement have been obtained;

2.   The Hovis Capital is or will be paid in, in the amount shown in the
     Firmenbuch and will be held by the Hovis Closing Stockholders immediately
     prior to Closing on the Closing Date.

3.   No Person, firm or corporation now has or, at the Closing Date, will have
     (except (i) JJHovis from Johannes Hovis; and (ii) Holdco II pursuant to the
     Agreement) any agreement or option, or right or privilege (whether
     pre-emptive or contractual) capable of becoming an agreement (including
     convertible securities or warrants), for the purchase and/or acquisition
     from the Hovis Stockholders of any Hovis Capital;

4.   Other than VB Investmentbank AG, there is no Person, firm or corporation
     acting or purporting to act for the Hovis Stockholders entitled to any
     brokerage or finder's fee in connection with the Agreement or any of the
     transactions contemplated hereunder, and in the event any Person, firm or
     corporation acting or purporting to act for the Hovis Stockholders
     establishes a claim for any such fee from Sutton Park, Holdco I or Holdco
     II, the Hovis Stockholders covenant to indemnify and hold harmless Sutton
     Park, Holdco I and Holdco II with respect thereto and with respect to all
     costs reasonably incurred in the defence thereof; and

5.   To the best of the knowledge of each of the Hovis Stockholders, after
     having made due enquiry, there is no action, proceeding or investigation
     pending or threatened which in their respective opinions questions the
     validity of any action taken or to be taken by each respective Hovis
     Stockholder pursuant to or in connection with the Agreement.


<PAGE>


                                   SCHEDULE D

       SUTTON PARK, HOLDCO I AND HOLDCO II REPRESENTATIONS AND WARRANTIES

1.   The Agreement has been duly authorized, executed and delivered on behalf of
     each of Sutton Park, Holdco I and Holdco II and is a legal, valid and
     binding obligation of each of Sutton Park, Holdco I and Holdco II
     enforceable in accordance with its terms, except as enforcement thereof may
     be limited by bankruptcy, insolvency, reorganization, moratorium and other
     laws relating to or affecting the rights of creditors generally, and except
     as limited by the application of equitable principles when equitable
     remedies are sought and by the fact that rights to indemnity, contribution
     and waiver, and the ability to sever unenforceable terms, may be limited by
     Applicable Law; and

2.   Each of Sutton Park and Holdco I has been duly incorporated, amalgamated,
     continued or organized and is validly existing and in good standing under
     the laws of its respective jurisdiction of incorporation, amalgamation,
     continuance or organization, as the case may be, and has all requisite
     corporate power and authority to carry on its business as now conducted and
     as presently proposed to be conducted, to own, lease and operate its
     properties and assets and, with respect to Hovis, to carry out the
     provisions of the Agreement.

3.   On or before the Closing, and subject to the terms and conditions of the
     Agreement, Sutton Park shall have contributed or caused to be contributed,
     the Grandfather Contribution, to Holdco II, in accordance with Articles 2
     and 6 of the Agreement.


<PAGE>

                                   SCHEDULE E

                FINANCE INVESTORS REPRESENTATIONS AND WARRANTIES

1.   Each of the Finance Companies has been duly incorporated, amalgamated,
     continued or organized and is validly existing and in good standing under
     the laws of its respective jurisdiction of incorporation, amalgamation,
     continuance or organization, as the case may be, and has all requisite
     corporate power and authority to carry on its business as now conducted and
     as presently proposed to be conducted, to own, lease and operate its
     properties and assets;

2.   Each of the Finance Companies has conducted and is conducting its
     respective business in compliance in all material respects with all
     Applicable Laws, rules and regulations of each jurisdiction in which its
     respective business is carried on and is duly licensed, registered or
     qualified in all jurisdictions in which it owns, leases, or operates its
     property or carries on business to enable its business to be carried on as
     now conducted and its property and assets to be owned, leased and operated,
     and all such licenses, registrations and qualifications are valid and
     subsisting and in good standing and none of the same contains any
     burdensome term, provision, condition or limitation which has a material
     adverse effect on the operation of its respective business as now carried
     on;

3.   The Finance Investors own or, at the Closing Date, will own the share
     capital of the Finance Companies free and clear of all mortgages, liens,
     charges, pledges, security interests, encumbrances, claims or demands
     whatsoever.

4.   Other than as disclosed in the Disclosure Statement or expressly
     highlighted in the Legal Opinion(s) of counsel(s) to the Finance Companies,
     and accepted in writing by Sutton Park, none the Finance Companies have
     issued share certificates or certificates representing share capital or
     dividend coupons;

5.   None of the Finance Companies has any Subsidiaries;

6.   Other than as set out in the Disclosure Statement, subsequent to the
     respective dates as of which information is given in the Information
     Documents:

     (i)  there has not been any Material Adverse Change; and

     (ii) the financial position of each of the Finance Companies is as
          disclosed in the individual Financial Statements of the Finance
          Companies as of June 30, 2001;

7.   None of the Finance Companies has, directly or indirectly, declared or paid
     any dividend or declared or made any other distribution on any of its
     shares or securities of any class, or, directly or indirectly, redeemed,
     purchased or otherwise acquired any of its shares or securities, or agreed
     to do any of the foregoing during its last three completed fiscal years
     preceding the date hereof;

8.   There is not, in the Constating Documents of any of the Finance Companies
     or in any agreement, mortgage, note, debenture, indenture or other
     instrument or document to which any of the Finance Companies is a party,
     any restriction upon or impediment to the declaration or payment of
     dividends by any of the Finance Companies;


<PAGE>
                                      E-2

9.   Other than as disclosed in the Disclosure Statement, since June 30, 2001,
     each of the Finance Companies has carried on its respective business in the
     ordinary course;

10.  There is no action, proceeding or investigation (whether or not purportedly
     on behalf of any of the Finance Companies) pending or, to the knowledge of
     any of the Finance Investors after having made due enquiry, threatened
     against or affecting any of the Finance Companies, at law or in equity or
     before or by any Governmental Authority which either: (i) could reasonably
     be expected to result in a Material Adverse Change; or (ii) which questions
     the validity of the Hovis Reorganization or any action taken or to be taken
     pursuant to or in connection with the Agreement;

11.  Each of the Finance Companies has duly and on a timely basis filed all Tax
     Returns to be filed by it, has paid all Taxes due and payable by it and has
     paid all assessments and re-assessments and all other Taxes, governmental
     charges, penalties, interest and other fines due and payable by it and
     which are claimed by any Governmental Authority to be due and owing and
     adequate provision has been made for Taxes payable for any fiscal period
     ended for which Tax Returns are not yet required to be filed; there are no
     agreements, waivers or other arrangements providing for an extension of
     time with respect to the filing of any Tax Return or payment of any Tax,
     governmental charge or deficiency by any of the Finance Companies; there
     are no actions, suits, proceedings, investigations or claims threatened or
     pending against any of the Finance Companies in respect of Taxes,
     governmental charges or assessments or any matters under discussion with
     any Governmental Authority relating to Taxes, governmental charges or
     assessments asserted by any such authority;

12.  None of the Finance Companies is in default or breach of, and the execution
     and delivery of this Agreement by Hovis and the Finance Investors, the
     performance and compliance with the terms of this Agreement and the
     completion of the Hovis Reorganization will not result in any breach of, be
     in conflict with or constitute a default under or create a state of facts
     which after notice or lapse of time, or both, would constitute a default
     under:

     (i)  any term or provision of the Constating Documents or of any of the
          Finance Companies;

     (ii) any resolutions passed or consented to by the directors or
          shareholders of any of the Finance Companies;

     (iii) any material mortgage, note, indenture, contract, agreement (written
          or oral), instrument, lease or other document to which any of the
          Finance Companies is a party; or

     (iv) any judgement, decree, order, statute, rule or regulation applicable
          to any of the Finance Companies;

13.  There is no Person, firm or corporation acting or purporting to act for any
     of the Finance Companies or any of the Finance Investors entitled to any
     brokerage or finder's fee in connection with this Agreement or any of the
     transactions contemplated hereunder, and in the event any Person, firm or
     corporation acting or purporting to act for any of the Finance Companies
     establishes a claim for any such fee from Sutton Park or Holdco II, the
     Finance



<PAGE>
                                      E-3


     Investors jointly and severally covenant to indemnify and hold harmless
     Sutton Park and Holdco II with respect thereto and with respect to all
     costs reasonably incurred in the defence thereof;

14.  None of the directors or senior officers of any of the Finance Companies,
     any holder of 10% or more of the outstanding capital of any of the Finance
     Companies or any Associate or Affiliate of any of the foregoing Persons or
     companies has had any material interest, direct or indirect, in any
     transaction within the three years prior to the date hereof or in any
     proposed transaction which has materially affected or will materially
     affect any of the Finance Companies;

15.  Each of the Finance Companies has obtained all approvals, authorizations,
     certificates, consents, licenses, orders and permits or other similar
     authorizations of all Governmental Authorities, or from any other Person,
     that are required under any Environmental Laws, a true and complete list of
     which is set out in the Disclosure Statement and all of which are in full
     force and effect;

16.  Each of the Finance Companies is in compliance with all material terms and
     conditions of all approvals, authorizations, certificates, consents,
     licenses, orders and permits or other similar authorizations of all
     Governmental Authorities required under all Environmental Laws. Each of the
     Finance Companies is also in compliance with all other limitations,
     restrictions, conditions, standards, requirements, schedules and timetables
     required or imposed under all Environmental Laws;

17.  There are no past or present events, conditions, circumstances, incidents,
     actions or omissions that constituted, constitute or may, after the Closing
     Date, constitute a violation by any of the Finance Companies or any of
     their respective businesses of any Environmental Law or that may give rise
     to any Environmental Liabilities of any of the Finance Companies or any of
     their respective businesses or otherwise form the basis of any claim,
     action, demand, suit, proceeding, hearing, study or investigation relating
     to or in any way affecting any of the Finance Companies or any of their
     respective businesses (i) under any Environmental Laws or (ii) based on or
     related to the manufacture, processing, distribution, use, treatment,
     storage (including underground storage), Disposal, transport, handling,
     emission, discharge, Release or threatened Release of any Contaminants;

18.  Copies of all environmental audits, environmental assessments and
     environmental studies or evaluations related in any way to any of the
     Finance Companies, any of their respective businesses or the operation of
     such businesses done by or on behalf of any of the Finance Companies or any
     other Person (other than Sutton Park or its Associates and Affiliates) have
     been provided to Sutton Park;

19.  The Financial Statements of each of the Finance Companies as at and for the
     year ended December 31, 2000 and June 30, 2001: (i) have been prepared on a
     consistent basis and are based on the books and records of each of the
     Finance Companies in accordance with GAAP and present fairly the financial
     position and results of operations as of the dates indicated or for the
     periods indicated; (ii) contain and reflect all necessary adjustments and
     accruals for a fair presentation of its financial position and the results
     of its operations for the periods covered by such Financial Statements;
     (iii) contain and reflect adequate provisions for all



<PAGE>
                                      E-4


     reasonably anticipated liabilities (including Taxes) with respect to the
     periods then ended and all prior periods; and (iv) with respect to
     contracts and commitments for the sale of goods or the provision of
     services by each of the Finance Companies, as applicable, contain and
     reflect adequate reserves for all reasonably anticipated material losses
     and costs and expenses in excess of expected receipts;

20.  To the best of the knowledge of each of the Finance Investors, there are no
     Liabilities of any of the Finance Companies other than: (i) any Liabilities
     accrued as Liabilities on the individual balance sheets of each of the
     Finance Companies as of June 30, 2001; (ii) Liabilities incurred since the
     date of such balance sheets that do not, and could not, individually or in
     the aggregate result in a Material Adverse Change; and (iii) other
     Liabilities disclosed in the Disclosure Statement;

21.  Other than as set out in the Disclosure Statement, there are no collective
     agreements to which any of the Finance Companies is a party or that relate
     to their respective businesses, no collective agreement restricts the
     relocation or closing of any part of their respective businesses, no trade
     union, council of trade unions, employee bargaining agency or affiliated
     bargaining agent holds bargaining rights with respect to any employees of
     any of the Finance Companies by way of certification, interim
     certification, voluntary recognition or successor rights, or has applied
     or, to the knowledge of each of the Finance Investors, threatened to apply
     to be certified as the bargaining agent of any of such employees, no
     material work stoppage or other material labour dispute in respect of any
     of the Finance Companies or their respective businesses is pending or, to
     the knowledge of each of the Finance Investors, threatened, there are no
     outstanding arbitration awards, labour grievances, arbitration proceedings
     or other proceedings under any collective agreement pertaining to any of
     the Finance Companies or their respective businesses, none of the Finance
     Investors or Finance Companies has committed any breach of any collective
     agreements pertaining to any of the Finance Companies or their respective
     businesses, none of the Finance Companies is aware of any grievances or
     arbitration proceedings under any collective agreements pertaining to any
     of the Finance Companies or their respective businesses, and there are no
     written or oral agreements or courses of conduct that modify any collective
     agreement pertaining to any of the Finance Companies or their respective
     businesses.

22.  Other than as set out in the Disclosure Statement, each of the Finance
     Companies and its Affiliates have complied and are currently complying, in
     respect of all employees of each of the Finance Companies and their
     Affiliates, with all Applicable Laws respecting employment and employment
     practices and the protection of the health and safety of employees, except
     for such instances which are not, in the aggregate, material;

23.  There are no notices of assessment, provisional assessment, reassessment,
     supplementary assessment, penalty assessment or increased assessment
     (collectively, the "Assessments") or any other communications related
     thereto that any of the Finance Companies has received from any workers'
     compensation board or similar authority in any jurisdictions where any of
     the Finance Companies conducts business, there are no Assessments that are
     unpaid on the Closing Date, and there are no facts or circumstances that
     could reasonably be expected to result in a material increase in Liability
     to any of the Finance Companies from any applicable workers' compensation
     legislation, regulations or rules after the Closing Date. The accident cost
     experience relating to their respective businesses is such that there are
     no material pending or possible Assessments and there are no claims or
     potential claims that may materially adversely affect the accident cost
     experience of any of the Finance Companies;


<PAGE>
                                      E-5

24.  To the knowledge of the Finance Investors, after having made due enquiry,
     there is no action, proceeding or investigation pending or threatened which
     in its opinion questions the validity of any action taken or to be taken by
     the Finance Investors pursuant to or in connection with the Agreement.


<PAGE>

                                   SCHEDULE F
                           LIST OF HOVIS SUBSIDIARIES
<TABLE>
<CAPTION>
------------------------------ ------------------------------------ ---------------------- -----------------------------------
  NAME OF HOVIS SUBSIDIARY                SHARE CAPITAL                JURISDICTION OF              CAPITAL HOLDINGS
                                        (AMOUNT PAID IN)                INCORPORATION
                                                                       OR ORGANIZATION
------------------------------ ------------------------------------ ---------------------- -----------------------------------
<S>                            <C>                                  <C>                    <C>
HOVIS CZ spol. s.r.o.          CZK                   156,000           Czech Republic      78% - HOVIS GmbH

                                                      22,000                               11% - Ing. Miroslav Ludma

                                                      22,000                               11% - Ing. Zdenek Mazal

                               Total:                200,000


                               Fully paid in
------------------------------ ------------------------------------ ---------------------- -----------------------------------
                               PLN                    50,000               Poland          100% - HOVIS GmbH

                               Total:                 50,000
HOVIS Poland Sp.z o.o.

                               Fully paid in
------------------------------ ------------------------------------ ---------------------- -----------------------------------
                               PLN                   474,000               Poland          61% - HOVIS GmbH

                                                     303,000                               39% - Bacler brothers
KOLMET Sp.z o.o.
                               Total:                777,000

                               Fully paid in
------------------------------ ------------------------------------ ---------------------- -----------------------------------
                               PLN                    67,000               Poland          67% - HOVIS GmbH

                                                      33,000                               33% - Budek brothers

UNIMETAL Sp.z o.o              Total:                100,000

                               Fully paid in
------------------------------ ------------------------------------ ---------------------- -----------------------------------
                               HUF                55,400,000               Hungary         93% - HOVIS GmbH

                                                   4,400,000                               7% - Employees

METALKO Kft.
                               Total:             59,800,000

                               Fully paid in
------------------------------ ------------------------------------ ---------------------- -----------------------------------
</TABLE>


<PAGE>
                                      F-2


<TABLE>
<CAPTION>
------------------------------ ------------------------------------ ---------------------- -----------------------------------
  NAME OF HOVIS SUBSIDIARY                SHARE CAPITAL                JURISDICTION OF              CAPITAL HOLDINGS
                                        (AMOUNT PAID IN)                INCORPORATION
                                                                       OR ORGANIZATION
------------------------------ ------------------------------------ ---------------------- -----------------------------------
<S>                            <C>                                  <C>                    <C>
                               ROL           115,284,800,840               Romania         74.99% - HOVIS GmbH

                                              27,115,519,690                               17.64% - S.I.F. Banat Crisana

                                              11,342,010,240                               7.37% - Other shareholders
S.C. SOMES S.A.
                               Total:        153,742,330,720

                               Fully paid in
------------------------------ ------------------------------------ ---------------------- -----------------------------------
IBT TOB                        USD                    13,000               Ukraine         65% - Hovis GmbH

                                                       7,000                               35% - Ing-Martin

                               Total:                 20,000

                               Fully paid in
------------------------------ ------------------------------------ ---------------------- -----------------------------------
BAUXITE MINING AG (in          EUR                    70,000               Austria         99% - HOVIS GmbH
foundation)
                               Total:                 70,000                               1% - JJ Hovis

                               Fully paid in
------------------------------ ------------------------------------ ---------------------- -----------------------------------
GUJARAT MINING MINERALS        INR                 1,000,000                India          99.80% (99,800 shares) - Bauxite
IMPEX PVT. LTD.                                                                            Mining AG
                               Total:              1,000,000

                               Paid in:              896,000                               .10% (100 shares) Dr. Ashokkumar
                               (= approx. USD 20,000)                                      S. Nandi

                                                                                           .10% (100 shares) Prathkumar P.
                                                                                           Makhecha
------------------------------ ------------------------------------ ---------------------- -----------------------------------
HALLMARK HOVIS Pvt. Ltd.       INR                 6,400,000                India          40% - HOVIS GmbH
                               Paid in:            2,921,260

                                                   9,600,000                               60% - HALLMARK Pvt. Ltd.
                               Paid in:            4,305,000

                               Total:             16,000,000
                               Total paid in:      7,226,260
------------------------------ ------------------------------------ ---------------------- -----------------------------------
</TABLE>


<PAGE>

                                      F-3


<TABLE>
<CAPTION>
------------------------------ ------------------------------------ ---------------------- -----------------------------------
  NAME OF HOVIS SUBSIDIARY                SHARE CAPITAL                JURISDICTION OF              CAPITAL HOLDINGS
                                        (AMOUNT PAID IN)                INCORPORATION
                                                                       OR ORGANIZATION
------------------------------ ------------------------------------ ---------------------- -----------------------------------
<S>                            <C>                                  <C>                    <C>
ALUMINIUM HOV s.r.l.           ROL                 2,500,000               Romania         100% - HOVIS GmbH

                               Total:              2,500,000

                               Paid in:          USD  10,674
------------------------------ ------------------------------------ ---------------------- -----------------------------------
ALUMETAL Sp. z.o.o             PLN                24,020,000               Poland          100% - HOVIS Poland

                               Total:             24,020,000                               (20% thereof eventually to be
                                                                                           owned by DI Witold Gaweda)
                               Fully paid in
------------------------------ ------------------------------------ ---------------------- -----------------------------------
</TABLE>






<PAGE>

                                   SCHEDULE G

                 LIST OF HOVIS GROUP AND FINANCE COMPANY LENDERS

HOVIS GMBH:
CREDITANSTALT AG
Mattersburger Stra(beta)e 32
7000 Eisenstadt

RAIFFEISEN ZENTRALBANK AG
Am Stadtpark 9
1030 Wien

BANK AUSTRIA AKTIENGESELLSCHAFT
Regionaldirektion Wien-Nord
Negerlegasse 10
1020 Wien

ERSTE BANK
Graben 21
1010 Wien

BANK FUR TIROL UND VORARLBERG
Aktiengesellschaft
Tuchlauben 14
1010 Wien

AARGAUISCHE KANTONALBANK
Bahnhofstrasse 58
CH- 5001 Aarau

BNP PARIBAS (SUISSE) SA
Aeschengraben 26
CH-4002 Basel

BANQUE CANTONALE DE GENEVE
International Department
Trade & Commodities Finance
Rue de la Corraterie 4

P.O. Box 2251
CH-1211 GENEVA 2

MEDIOFACTORING S.P.A.
Via Monte di Pieta, 15
20121 Milano

OBERBANK
Hauptplatz 10-11
4020 Linz


<PAGE>

                                      G-2

SOCIETE GENERALE
Prinz-Eugen-Strasse 32
1040 Wien

ALLGEMEINE SPARKASSE OBEROSTERREICH
Salzgries 16
1010 wien

P.S.K. OSTERREICHISCHE POSTSPARKASSE AG
Georg-Coch-Platz 2
1018 Wien

BANQUE COMMERCIALE ET DE GESTION RIVAUD
25-27, Rue des Pyramides
F-75001 Paris

METALKO KFT::
RAIFFEISEN BANK RT.
Gyori u.26
HU-2800 Tatabanya

S.C. SOMES S.A.:
BANCA COMERCIALA ROMANA S.A.
Filiala De (Dej)
Piala Bobaina nr.5
RO-4650 DEJ

ALUMETAL SP Z.O.O:
SG SOCIETE GENERALE
Katowice
Rynek 7
PL-40 092 Katowice

BANK SLASKI S.A.
Head Office
ul.Warszawska 11
PL-40 950 Katowice

UNIMETAL SP Z.O.O:
BANK GOSPODARKI ZYWNOSCIOWEJ SPOLKA AKOYJNA
Oddizial w Wadowicach
pl.Jana Pawla nr.4

IC MANAGEMENT SERVICE GMBH:
RAIFFEISEN ZENTRALBANK AG
Am Gtadpark 9
1030 Wien


<PAGE>

                                      G-3

CREDITANSTALT AG
MaHersburger Stra(beta)e 32
7000 Eisenstadt

JH TRADE & FINANCIAL SERVICES GMBH:
ERNST BANK
Graben 21
1010 Wien

GLOBAL BULK TRANSPORT GMBH:
BANK AUSTRIA AKTIENGESELLSCHAFT
Stadtdirektion Wien Nord
Nogorlogacco 10
1020 Wien

HOVIS PULP AND PAPER GMBH:
CREDITANSTALT AG
MaHersburger Stra(beta)e 32
7000 Eisenstadt


<PAGE>
                                   SCHEDULE H
                            FORM OF OWNERS AGREEMENT

                                OWNERS' AGREEMENT

THIS AGREEMENT made effective the 1st day of October, 2001.

AMONG:

          GLAMIOX BETEILIGUNGSVERWALTUNGS GmbH, a body corporate organized under
          the laws of Austria and having an address at c/o Deloitte & Touche
          GmbH, Friedrichstrasse 10, A-1010 Vienna, Austria

AND:

          JURRIAAN J. HOVIS, a businessperson having a residential address at
          Schoenbrunner Graben 94, 1180 Vienna, Austria

AND:

          FERDINAND STEINBAUER, a businessperson having a residential address at
          Augasse 6, 8101 Gratkorn, Austria

AND:

          GARDA INVESTMENTS CORP., a body corporate organized under the laws of
          the British Virgin Islands and having an address at c/o 1000 - 925
          West Georgia Street, Vancouver, British Columbia, Canada, V6C 3L2


WHEREAS:

A. The Capital of Holdco II consists of Euro 35,000 and is currently owned by
Holdco I, and the Shareholders of Holdco II as at the date of the completion of
the Hovis Reorganization (as such term is defined in the Investment and
Restructuring Agreement) will be as follows:

<TABLE>
<CAPTION>
            NAME                            OWNED CAPITAL
            ----                            -------------
            <S>                             <C>
            Holdco I                        Euro 33,425

            JJHovis                         Euro 1,400

            Steinbauer                      Euro 175
</TABLE>


<PAGE>
                                      H-2


B. The parties wish to work closely together with respect to the operations of
Holdco II and Hovis; and

C. The Shareholders wish to establish their respective rights and obligations
with respect to: (i) the Capital of Holdco II owned and to be owned by each of
them; (ii) the management and control of Holdco II and Hovis; and (iii) other
matters relating to Holdco II, Hovis and the subsidiaries of Hovis, all as set
forth in this Agreement.

NOW THEREFORE THIS AGREEMENT WITNESSES that the parties hereto acknowledge,
declare, covenant and agree as follows:

                   ARTICLE 1 - DEFINITIONS AND INTERPRETATION

1.1 DEFINITIONS. In this Agreement, and in the recitals, unless something in the
subject matter or context is inconsistent therewith, the following capitalized
words and terms shall have the following meanings, respectively:

       (a)    "ACT OF INSOLVENCY" means, when used in relation to a Shareholder,
              that without the prior written consent of all of the other
              Shareholders:

              (i)    the Shareholder becomes bankrupt or, as an insolvent
                     debtor, takes the benefit of any legislation now or
                     hereafter in force for bankrupt or insolvent debtors;

              (ii)   a receiver or other officer with like powers is appointed
                     for the Shareholder for the substantial part of the assets
                     of the Shareholder unless the appointment of such receiver
                     or other officer with like powers is being disputed in good
                     faith by appropriate proceedings and such proceedings
                     effectively postpone enforcement of such appointment; or

              (iii)  a resolution is passed or an order is made or a petition is
                     filed for the cancellation, dissolution, liquidation,
                     revocation or winding-up of a Shareholder, unless such
                     action is being disputed in good faith by appropriate
                     proceedings and such proceedings effectively postpone
                     enforcement of the action,

provided that an Act of Insolvency shall be deemed not to have occurred if such
Act of Insolvency occurs through the failure of any of the other Shareholders to
perform its obligations hereunder;

       (b)    "AGREEMENT" means this owners' agreement made effective October 1,
              2001 among Holdco II, JJHovis, Steinbauer and Holdco I, including
              all schedules hereto, as amended from time to time;


<PAGE>
                                      H-3


       (c)    "BOARD" means the managing directors of Holdco II or Hovis, as
              applicable, as may be appointed from time to time by resolution of
              the Shareholders (Vorstand, within the meaning of Sections 15-28
              of the GmbHG);

       (d)    "BUSINESS DAY" means any day on which banks are open for business
              in Vienna, Austria;

       (e)    "CAPITAL" means the nominal share capital of Holdco II and, with
              respect to each Shareholder, means the Capital of such Shareholder
              in Holdco II;

       (f)    "EARN IN PERIOD" means the period during which JJHovis and/or
              Steinbauer are entitled to the earn in of Capital pursuant to the
              terms of Schedule "A" to the Investment and Restructuring
              Agreement. For greater certainty, the Earn In Period shall end,
              inter alia, upon any event that results in the termination of the
              entitlement to the earn in of Capital pursuant to the terms of
              Schedule "A" to the Investment and Restructuring Agreement;

       (g)    "FIRMENBUCH" means the commercial register maintained by the court
              in Vienna;

       (h)    "GAAP" means generally accepted accounting principles in the
              United States consistently applied, that are in effect from time
              to time;

       (i)    "GMBHG" means the Austrian Limited Liability Companies Act, as
              amended, supplemented or restated from time to time; provided that
              a reference to a specific section of the GmbHG is made to the
              section of the GmbHG in effect as of the date of this Agreement;

       (j)    "GOVERNMENTAL APPROVAL" means the consent of any Governmental
              Authority which may be required at any time and from time to time
              to ensure that the acquisition of the Capital of a Shareholder is
              not in contravention of any law, regulation or published policy
              of, or administered by, such Governmental Authority or which may
              be required in order to ensure that, notwithstanding the purchase
              of the Capital of a Shareholder, the holding or continued holding
              by Holdco II of any franchise, licence, permit or other permission
              or authority required to carry on its business is unaffected;

       (k)    "GOVERNMENTAL AUTHORITY" means any legislative, executive,
              judicial or administrative body, court or person whether federal,
              state or local and any governmental authority, governmental
              tribunal or governmental commission of any kind whatsoever having
              jurisdiction in the relevant circumstances;

       (l)    "HOLDCO I" means Garda Investments Corp.;

       (m)    "HOLDCO II" means Glamiox Beteiligungsverwaltungs GmbH;


<PAGE>
                                      H-4


       (n)    "HOVIS" means Hovis GmbH, a body corporate organized under the
              laws of Austria;

       (o)    "HOVIS GROUP" has the meaning ascribed thereto in the Investment
              and Restructuring Agreement;

       (p)    "IMPORTANT REASONS" means any Act of Insolvency, any seizure of
              Capital if such seizure remains uncured as set forth in Section
              7.1(d) of this Agreement, important reasons with respect to any
              Shareholder (wichtiger Grund in der Person des Gesellschafters)
              within the meaning of German law and any foreclosure in respect of
              a Shareholder (Ausschluss aus der Gesellschaft);

       (q)    "INFORMATION" means any and all information in respect of Holdco
              II and Hovis furnished by any of the parties hereto to another,
              and, where applicable, to its respective directors, officers,
              employees, agents or representatives in any and all analyses,
              compilations, data studies or other documents, whether in oral or
              written form or on computer disks or other forms of electronic
              storage, prepared by any of the parties hereto or its respective
              representatives containing or based upon any such information;

       (r)    "INVESTMENT AND RESTRUCTURING AGREEMENT" means an investment and
              restructuring agreement dated for reference October 1, 2001 among
              Sutton Park International Limited, Holdco I, MFC, Holdco II, Hovis
              GmbH, JJHovis, Johannes Hovis and Steinbauer whereby, among other
              things, the Shareholders agreed to subscribe for and purchase
              Capital of Holdco II on the terms and conditions set out therein;

       (s)    "JJHOVIS" means Jurriaan J. Hovis;

       (t)    "MAJOR SHAREHOLDER" means Holdco I;

       (u)    "MANAGING DIRECTOR" means a person appointed as a managing
              director of Holdco II or Hovis, as applicable, by resolution of
              the Shareholders;

       (v)    "MFC" means MFC Bancorp Ltd., a body corporate organized under the
              laws of the Yukon Territory in Canada;

       (w)    "NOMINEE" means a person nominated for appointment as a managing
              director of Holdco II or Hovis, as applicable, pursuant to the
              terms of this Agreement and who, upon nomination, is appointed as
              a managing director by resolution of the Shareholders;

       (x)    "PERMITTED TRANSFEREE" means, in respect of any Shareholder:

              (i)    a body corporate of which such Shareholder is the sole
                     owner;


<PAGE>
                                      H-5


              (ii)   a trust of which such Shareholder is the sole beneficiary;
                     or

              (iii)  any person who is the sole owner of such Shareholder.

       (y)    "PERSON" includes an individual, sole proprietorship, partnership,
              unincorporated association, unincorporated syndicate,
              unincorporated organization, trust, body corporate, and a natural
              person in his capacity as trustee, executor, administrator or
              other legal representative;

       (z)    "PROKURIST" means a person appointed as a Prokurist (within the
              meaning of Austrian law) of Holdco II or Hovis, as applicable;

       (aa)   "RULES OF PROCEDURE" means, for Holdco II, the rules of procedure
              of Holdco II in substantially the form as set forth in Schedule
              "A" hereto and, for Hovis and any company in the Hovis Group,
              rules of procedure in substantially the same form as set forth in
              Schedule "A" hereto;

       (bb)   "SHAREHOLDER" means any person who from time to time owns Capital
              in Holdco II and is bound by the provisions of this Agreement and
              the articles of association (Gesellschaftsvertrag) of Holdco II,
              the Shareholders as at the date of the completion of the Hovis
              Reorganization (as such term is defined in the Investment and
              Restructuring Agreement) being Holdco I, JJHovis and Steinbauer;

       (cc)   "STEINBAUER" means Ferdinand Steinbauer; and

       (dd)   "TRIGGERING EVENT" has the meaning ascribed thereto in Section 7.1
              hereof.

                              ARTICLE 2 - COVENANTS

2.1 VOTING TO GIVE EFFECT TO AGREEMENT. The Shareholders shall exercise all of
their voting rights with respect to the Capital and other powers of control
available to them in relation to Holdco II, Hovis and the Hovis Group in order
to give full effect to this Agreement and ensure that the affairs of Holdco II,
Hovis and the Hovis Group are conducted pursuant to the terms hereof.

2.2 ARTICLES OF ASSOCIATION (GESELLSCHAFTSVERTRAG). The articles of association
(Gesellschaftsvertrag) of Holdco II, Hovis and/or the Hovis Group, as
applicable, shall be amended, as required, to conform to and comply with the
terms of this Agreement. The articles of association (Gesellschaftsvertrag) of
Holdco II shall, inter alia:

       (a)    provide for the possibility of dividing shares as required by
              Section 79(1) of the GmbHG;

       (b)    contain a provision whereby the Shareholders may make
              distributions other than pro rata to the respective percentage of
              the nominal share capital of Holdco II (such latter provision
              translated into German as: "Die Gesellschafter koennen von



<PAGE>
                                      H-6


              ihren Geschaeftsanteilen an der Gesellschaft abweichende
              Gewinnausschuettungen beschliessen"); and

       (c)    provide for the compulsory forfeiture of Capital by a Shareholder
              upon the occurrence or existence of any Important Reasons with
              respect to such Shareholder.

2.3 DISTRIBUTIONS OF FREE CAPITAL RESERVES (UNGEBUNDENE KAPITALRUECKLAGEN). The
parties agree that any future distributions of free capital reserves
(ungebundene Kapitalruecklagen) of Holdco II in excess of retained earnings
(i.e., profit reserves) of Holdco II up to the aggregate amount of contributions
to the free capital reserves (ungebundene Kapitalruecklagen) directly or
indirectly (e.g., including grandfather contributions) made by Shareholders,
including any distribution of such free capital reserves (ungebundene
Kapitalruecklagen) when distributing liquidation proceeds or when making
payments in the course of a decrease of the share capital, will be made pro rata
to the amounts contributed by the Shareholders or any shareholder thereof to the
free capital reserves (ungebundene Kapitalruecklagen) of Holdco II prior to such
distributions. The same shall apply in the case of a sale of all of the share
capital of Holdco II, in which event the proceeds of the sale, up to the
aggregate amount of contributions to the free capital reserves (ungebundene
Kapitalruecklagen) directly or indirectly (e.g., including grandfather
contributions) made by Shareholders, will be allocated first pro rata to those
Shareholders who directly or indirectly (e.g., including grandfather
contributions) contributed to the free capital reserves (ungebundene
Kapitalruecklagen) of Holdco II. For greater certainty, the transfer of capital
of Hovis to Holdco II pursuant to the terms of the Investment and Restructuring
Agreement is not considered to be a contribution to the free capital reserves
(ungebundene Kapitalruecklagen) within the context of this Section 2.3.

2.4 DISTRIBUTION OF PROCEEDS. In the event of the distribution of capital of
Holdco II during the Earn In Period when distributing liquidation proceeds or
making payments in the course of a decrease of the share capital with respect to
Holdco II, such distribution, after making the distributions of free capital
reserves (ungebundene Kapitalruecklagen) pursuant to Section 2.3 hereof, shall
be made pro rata to the Capital of Holdco II owned by the Shareholders; provided
that, for the purpose of such distribution, JJHovis and Steinbauer shall be
deemed to own the percentage of the Capital of Holdco II derived by giving
effect to the percentage of the maximum earn in of Capital achieved by JJHovis
and Steinbauer pursuant to Sections 2.2 and 2.3 of Schedule "A" to the
Investment and Restructuring Agreement calculated by dividing the Consolidated
Holdco II Net Worth (as such term is defined in Schedule "A" to the Investment
and Restructuring Agreement) on the date of assessment of the proceeds of such
distribution by Euro 23,500,000.

2.5 DISTRIBUTION OF SPECIFIC CONTRIBUTION. JJHovis and Steinbauer each hereby
acknowledge and agree that the 100% shareholder of Holdco I has contributed or
will contribute Euro 7,965,000 to the free capital reserves (ungebundene
Kapitalruecklagen) of Holdco II on or before the Closing Date (as such term is
defined in the Investment and Restructuring Agreement), which has been or will
be allocated to the capital reserve account of Holdco II. JJHovis and Steinbauer
each hereby covenant and agree to vote in favour of and entirely for the benefit
of Holdco I in respect of all resolutions concerning the distribution of free
capital reserves



<PAGE>
                                      H-7


(ungebundene Kapitalruecklagen) amounting to Euro 7,965,000, in excess of
retained earnings, to Holdco I, provided such resolutions are not passed prior
to the earlier of: (i) the termination of the Target Period (as such term is
defined in Schedule"A" to the Investment and Restructuring Agreement); or (ii)
any earn in of Capital being effected pursuant to Sections 2.2 and 2.3 of
Schedule "A" to the Investment and Restructuring Agreement prior to the
termination of the Target Period (as such term is defined in Schedule "A" to the
Investment and Restructuring Agreement), and each of JJHovis and Steinbauer
hereby irrevocably constitutes and appoints Holdco I and any other person
appointed by Holdco I as its true and lawful attorney-in-fact and agent for, in
the name of and on behalf of each of JJHovis and Steinbauer, to act and vote and
otherwise exercise all powers exercisable with respect to any approval of the
Shareholders required under this Section 2.5 or take part in or consent to any
such Shareholders' action, and when so acting or refraining from acting, neither
Holdco I nor any person appointed by Holdco I shall incur any liability or
responsibility of any kind whatsoever to JJHovis or Steinbauer. In addition,
JJHovis and Steinbauer each hereby jointly and severally covenant and agree to
deliver to Holdco I, on or prior to the Closing Date (as such term is defined in
the Investment and Restructuring Agreement), a letter substantially in the form
as set forth in Schedule "C" hereto. For greater certainty, Holdco I covenants
and agrees that, it will not, prior to the earlier of the dates in (i) and (ii)
above, and unless otherwise specifically contemplated pursuant to the terms of
this Agreement, act or vote to distribute in its favour the Euro 7,965,000
contribution to the free capital reserves (ungebundene Kapitalruecklagen) of
Holdco II referred to above.

2.6 EXAMINATION BY SHAREHOLDERS. The Shareholders shall be permitted to examine
the books, accounts and other records of Holdco II, Hovis and the Hovis Group
during normal business hours and shall be provided at least monthly all relative
or substantial information including interim management reports, operating
reports, trading reports, financial reports and such other information as they
may reasonably require to keep them properly advised about the business and
prospects of Holdco II, Hovis and the Hovis Group.

2.7 NOMINEES AND PROKURISTS. Holdco I, JJHovis and Steinbauer each severally
covenants and agrees to ensure that its Nominees and its Prokurists shall
operate in accordance with and to give effect to the terms of this Agreement,
the Rules of Procedure and the articles of association (Gesellschaftsvertrag) of
Holdco II, Hovis and the Hovis Group.

2.8 SURVIVAL. The covenants, representations and warranties contained in this
Agreement shall survive the execution and delivery of this Agreement and,
notwithstanding such execution and delivery and regardless of any investigation
made by or on behalf of any party hereto with respect thereto, shall continue in
full force and effect for the benefit of each party hereto to which such
covenants, representations and warranties were made until the expiry of three
years following the termination of this Agreement.

                 ARTICLE 3 - MANAGEMENT OF HOLDCO II AND HOVIS

3.1 ADOPTION OF RULES OF PROCEDURE. The Shareholders covenant to adopt the Rules
of Procedure for Holdco II and to cause Hovis and each company in the Hovis
Group to adopt Rules of Procedure as soon as practicable following the entering
into of this Agreement and all



<PAGE>
                                      H-8


future managing directors and Prokurists shall be bound by the inclusion of a
reference to the Rules of Procedure and the articles of association
(Gesellschaftsvertrag) of Holdco II, Hovis and the Hovis Group in their
appointment and in their service and/or employment contracts. BOARD. Subject to
the terms of this Agreement, the business and affairs of Holdco II and Hovis
shall be managed by their respective managing directors. The Board shall consist
of such Nominees as certain Shareholders may nominate and as the Shareholders
shall appoint from time to time in accordance with the provisions of this
Article 3. Other than from time to time as agreed upon by the Shareholders of
Holdco II or the Shareholders of Hovis with respect to the day-to-day business
of Holdco II and Hovis, respectively, or other than as set forth in this
Agreement, the Rules of Procedure or the articles of association
(Gesellschaftsvertrag) of Holdco II and/or Hovis, decisions of the Board shall
require the unanimous consent of all of the managing directors. In the event the
managing directors are not able to reach such unanimous consent, where required,
each managing director is entitled to refer a matter to the decision of the
Major Shareholder, which decision shall be binding on the managing directors.
The non compliance of a managing director with such decision is considered an
important reason (wichtiger Grund) for removal as managing director. Regardless
of such internal rules, the powers of the managing directors to represent and to
legally bind Holdco II and/or Hovis, as applicable, are set forth in Section 3.3
hereof.

3.3 NOMINEES, COMPOSITION OF BOARD AND POWER OF REPRESENTATION
(VERTRETUNGSBEFUGNIS). During the Earn In Period, JJHovis and Steinbauer shall
each be entitled to nominate and appoint one Nominee to the Board of Holdco II
and, directly or indirectly, one Nominee to the Board of Hovis. Holdco I shall,
at any time, be entitled to nominate and appoint any number of Nominees to the
Board of Holdco II and, directly or indirectly, to the Board of Hovis. The
Nominees shall be appointed by way of resolutions of the Shareholders of Holdco
II and by resolutions of the shareholder of Hovis, respectively. However, any
person to be appointed as a Nominee must be fit and proper and shall not be
likely to act contrary to the best interests of Holdco II, Hovis and/or the
Hovis Group. In particular with regard to Section 18 of the GmbHG, the parties
hereto agree to the following general and specific rules of representation:

       (a)    Holdco II and Hovis shall be legally represented by one or more
              managing directors, or one managing director together with a
              Prokurist; provided that, in the event more than one managing
              director of Holdco II and/or Hovis is appointed, a Nominee
              nominated by JJHovis and/or Steinbauer shall only be entitled to
              represent Holdco II or Hovis, as applicable, together with a
              Nominee or a Prokurist nominated by Holdco I and, except as set
              forth in (b) below, vice versa (i.e., two signatures);

       (b)    Notwithstanding the foregoing, any Nominee nominated by Holdco I
              for the Board of Holdco II or directly or indirectly for the Board
              of Hovis who is also the President or a Vice-President of MFC,
              shall be entitled, in principle, to act alone only: (i) in the
              event that the Board does not comply with decisions, orders and/or
              instructions of the Shareholders owning a majority of the
              outstanding Capital and/or resolutions adopted at a meeting of
              Shareholders; (ii) in the event of urgent matters material for
              Holdco II and/or Hovis, as applicable, which require



<PAGE>
                                      H-9


              immediate attention; or (iii) in the event that neither JJHovis
              nor Steinbauer has nominated any Nominees to the Board; and

       (c)    When appointing Nominees, the afore-mentioned powers shall be
              registered in the Firmenbuch.

To the extent possible, the rules, procedures and concepts set forth above in
this Section 3.3 shall also apply, with any necessary modifications, to the
management of each of the companies in the Hovis Group.

3.4 APPOINTMENT OF INITIAL NOMINEES. The following individuals shall initially
be nominated by the following Shareholders and initially be appointed as the
Nominees to the Boards of Holdco II and Hovis by resolution of the Shareholders
of Holdco II and the shareholder of Hovis, respectively:

HOLDCO II

<TABLE>
<CAPTION>
             NAME OF SHAREHOLDER                             NAME OF NOMINEE
             -------------------                             ---------------
             <S>                                             <C>
             Holdco I                                        Michael Smith
                                                             Claudio Morandi
                                                             James Carter

             JJHovis                                         Jurriaan J. Hovis

             Steinbauer                                      Ferdinand Steinbauer
</TABLE>


HOVIS

<TABLE>
<CAPTION>
             NAME OF SHAREHOLDER                             NAME OF NOMINEE
             -------------------                             ---------------
             <S>                                             <C>
             Holdco I                                        Michael Smith
                                                             Claudio Morandi
                                                             James Carter

             JJHovis                                         Jurriaan J. Hovis

             Steinbauer                                      Ferdinand Steinbauer
</TABLE>

3.5 APPOINTMENT OF PROKURISTS. Holdco I, JJHovis and Steinbauer and/or their
Nominees of Holdco I shall be entitled to nominate Prokurists for each of Holdco
II and Hovis and the Shareholders and/or the Nominees, as applicable, shall
appoint such nominated Prokurists. The Prokurists nominated by Holdco I or a
Nominee of Holdco I and appointed as Prokurists shall be conferred the powers
required under Section 18(3) of the GmbHG. Any Prokurist nominated by JJHovis
and/or Steinbauer and/or a Nominee of JJHovis and/or Steinbauer shall be
conferred the




<PAGE>
                                      H-10


power to represent Holdco II or Hovis only together with a Nominee of Holdco I.
The powers of any existing Prokurist(s) of Holdco II and/or Hovis, as
applicable, shall be amended or restricted such that they can represent Holdco
II and/or Hovis only together with a Nominee nominated by Holdco I.

3.6 MANAGING DIRECTORS AND PROKURISTS TO ACT IN BEST INTERESTS. Each managing
director and each Prokurist in exercising his powers and discharging his duties
shall act honestly and in good faith with a view to the best interests of Holdco
II and/or Hovis, as applicable, and exercise the care, diligence and skill that
a reasonably prudent person would exercise in comparable circumstances. Any acts
mentioned in Section 18(4) of the GmbHG shall be notified immediately to all
managing directors.

3.7 DISCLOSURE OF CONFLICTS OF INTERESTS. A managing director of the Board of
Holdco II and/or Hovis (the "Executive") who is a party to a material contract
or proposed material contract with Holdco II and/or Hovis and/or any of their
subsidiaries (a "Material Contract") or is a director, officer or senior manager
of, or has a material interest in any person who is a party to a Material
Contract shall promptly, fully and frankly disclose in writing to Holdco II
and/or Hovis, as applicable, or request to have entered in the minutes of
meetings of the Board, the nature and extent of his interest.

3.8 RESTRICTION OF POWERS OF BOARD. To the extent that this Agreement, the Rules
of Procedure or the articles of association (Gesellschaftsvertrag) of Holdco II
or Hovis, as applicable, specifies that any matters may only be or shall be
dealt with or approved by or shall require action by the Shareholders, the
discretion and powers of the Board to manage and to supervise the management of
the business and affairs of Holdco II and/or Hovis, as applicable, with respect
to such matters are correspondingly restricted.

3.9 REMOVAL OF MANAGING DIRECTORS. Each Shareholder shall at any time and from
time to time be entitled to request the removal as a managing director of a
Nominee nominated to the Board by such Shareholder. Such managing directors
shall be removed as managing directors by resolutions of the Shareholders of
Holdco II and by resolutions of the shareholder of Hovis, respectively.

                        ARTICLE 4 - OPERATION AND FINANCE

4.1 BANK ACCOUNTS. Holdco II and Hovis shall maintain bank accounts at such bank
or trust company as its respective Board shall from time to time determine. All
bank accounts shall be kept in the name of Holdco II or Hovis, as applicable,
and all cheques, bills, notes, drafts or other instruments shall require the
signatures of such individuals as its respective Board may from time to time
determine.

4.2 ACCOUNTING RECORDS. Proper books of account shall be kept by Holdco II and
Hovis and entries shall be made therein of all matters, terms, transactions and
things as are usually written and entered into books of account in accordance
with GAAP and each of the parties hereto shall at all times furnish to the
others correct information, accounts and statements of and concerning



<PAGE>
                                      H-11


all transactions pertaining to Holdco II and Hovis without any concealment or
suppression. Within sixty (60) days of the end of the fiscal year of Holdco II
and Hovis, the books and accounts and the annual financial statements of Holdco
II shall be prepared in accordance with GAAP and audited and certified by an
internationally recognized accounting firm and thereupon be submitted to the
Board of Holdco II for submission to the Shareholders' meeting.

4.3 ADDITIONAL BORROWING. The parties hereto agree that all funds required for
the purposes of Holdco II, Hovis and/or the Hovis Group shall be obtained, to
the greatest extent possible, by borrowing from a bank or other third party
lender or otherwise accessing the capital markets. The decision whether such
funds are required, from whom such funds will be borrowed and the terms and
conditions of such borrowing shall be determined from time to time by the Board
of Holdco II.

                 ARTICLE 5 - RESTRICTIONS ON TRANSFER OF CAPITAL

5.1 NO DEALING WITH CAPITAL. Each of the Shareholders covenants that it will not
sell, assign, donate, encumber, transfer, mortgage, pledge, charge, subject to a
security interest, hypothecate, or otherwise dispose of or in any way
whatsoever, directly or indirectly, deal with the ownership of any Capital,
securities convertible into Capital now or hereafter owned by it, except in
accordance with the terms of this Agreement or the Investment and Restructuring
Agreement, or except with the prior written unanimous consent of the other
Shareholders. For greater certainty, the provisions of Article 6 hereof shall
not apply to any transfer or contribution of Capital made pursuant to the terms
of the Investment and Restructuring Agreement or pursuant to Section 5.2 hereof.

5.2 TRANSFER TO PERMITTED TRANSFEREE. Notwithstanding the provisions of Section
5.1 hereof and any other provisions of this Agreement which restrict the
disposition of or dealing with Capital, a Shareholder shall at any time or from
time to time have the right, without the approval of the other Shareholders, to
dispose of all or any Capital held by such Shareholder to a Permitted
Transferee, provided that at the time of such disposition:

       (a)    such Permitted Transferee shall agree with the other parties
              hereto in writing and in form and substance satisfactory to the
              other Shareholders, acting reasonably, to assume and be bound by
              all of the terms and obligations contained in this Agreement as if
              such Permitted Transferee had entered into this Agreement in the
              place and stead of the Shareholder from whom such Capital is
              acquired;

       (b)    the Permitted Transferee agrees to remain a Permitted Transferee
              of the Shareholder from whom such Capital is acquired for so long
              as the Permitted Transferee is an owner of any Capital; and

       (c)    (c) the Shareholders receive in form and substance satisfactory to
              them, acting reasonably, evidence that the Permitted Transferee is
              a Permitted Transferee of the Shareholder from whom Capital is to
              be acquired and that the Agreements



<PAGE>
                                      H-12


              referred to in Subsections 5.2(a) and (b) above, are legal, valid
              and binding obligations of the Permitted Transferee.

5.3 CONTINUING LIABILITY OF SHAREHOLDERS. Notwithstanding a disposition of
Capital to a Permitted Transferee, a disposing Shareholder shall vis-a-vis the
other parties hereto remain liable as principal obligant under all covenants of
such disposing Shareholder contained in this Agreement, and the disposing
Shareholder agrees to unconditionally guarantee and underwrite to the other
parties hereto the due performance by the Permitted Transferee of all
obligations imposed on such Permitted Transferee under this Agreement.

                       ARTICLE 6 - RIGHT OF FIRST REFUSAL

6.1 NOTICE OF PROPOSED SALE. If any Shareholder (in this Article 6 referred to
as the "Offeror") receives a bona fide written offer (in this Article 6 referred
to as the "Offer") from any person, firm or corporation dealing at arm's length
with the Offeror to purchase all or any part of the Capital owned by such
Shareholder, which is acceptable to the Shareholder, such Shareholder shall give
notice of such Offer (in this Article 6 referred to as the "Notice") to the
other Shareholders and shall set out in the Notice the amount of Capital to be
sold pursuant to the Offer (in this Article 6 referred to as the "Offered
Capital") and the terms upon which and the price at which (in this Article 6
referred to as the "Offered Capital Purchase Price") such Offered Capital will
be sold pursuant to the Offer. An Offer shall not provide for any consideration
other than cash consideration.

6.2 RIGHT TO PURCHASE OFFERED CAPITAL. Upon the Notice being given, the other
Shareholders (in this Article 6 sometimes collectively referred to as the
"Offerees" and sometimes individually referred to as an "Offeree") shall have
the right to purchase all, but not less than all, of the Offered Capital for the
Offered Capital Purchase Price. The Offerees shall be entitled to purchase the
Offered Capital pro rata based upon the amount of the Capital owned by each
Offeree or to purchase in such other proportion as the Offerees may agree in
writing.

6.3 NOTICE OF PURCHASE AND ADDITIONAL PURCHASES. Within ten Business Days of
having been given the Notice, each Offeree desiring to purchase all of the
Offered Capital that it is entitled to purchase in accordance with the
provisions of Section 6.2 hereof shall give notice thereof to the Offeror and to
the other Offerees. If any Offeree does not give such notice, the Offered
Capital that it had been entitled to purchase (in this Section 6.3 referred to
as the "Rejected Capital") may instead be purchased by the Offerees who did give
such notice, pro rata based upon the amount of the Capital owned by such
Offerees as between themselves or in such other proportion as such Offerees may
agree in writing, and, within five Business Days of the expiry of the ten
Business Day period specified in this Section 6.3, each Offeree who desires to
purchase all of the Rejected Capital that it is entitled to purchase in
accordance with the provisions of this Section 6.3 shall give an additional
notice thereof to the Offeror and to the other Offerees. If any Offeree entitled
to give the said additional notice does not do so, the Rejected Capital that it
had been entitled to purchase may instead be purchased by the Offerees who did
give such notice, and so on from time to time until the Offerees are willing to
purchase all of the Offered Capital or until they are not willing to purchase
any more. If the Offerees are



<PAGE>
                                      H-13


              willing to purchase all, but not less than all, of the Offered
              Capital, the transaction of purchase and sale shall be completed
              in accordance with the terms set out in the Notice.

6.4 WHAT CAPITAL CAN BE SOLD TO THIRD PARTY. If the Offerees do not give notice
in accordance with the provisions of Section 6.3 hereof that they are willing to
purchase all of the Offered Capital, the rights of the Offerees, subject as
hereinafter provided, to purchase the Offered Capital shall forthwith cease and
determine and the Offeror may sell the Offered Capital to the third party
purchaser within 60 days after the expiry of the ten Business Day period or five
Business Day periods, as the case may be, specified in Section 6.3 hereof, for a
price not less than the Offered Capital Purchase Price and on other terms no
more favourable to such person than those set forth in the Notice, provided that
the person to whom the Offered Capital is to be sold agrees prior to such
transaction to be bound by this Agreement and to become a party hereto in place
of the Offeror with respect to the Offered Capital. If the Offered Capital is
not sold within such 60 day period on such terms, the rights of the Offerees
pursuant to this Article 6 shall again take effect and so on from time to time.

                          ARTICLE 7 - TRIGGERING EVENTS

7.1 TRIGGERING EVENTS DEFINED. A Triggering Event is the occurrence of any one
of the following events with respect to a Shareholder (the "Defaulting
Shareholder"):

       (a)    the occurrence or existence of Important Reasons that result in
              the forfeiture of Capital (Einziehung von Geschaeftsanteilen) of
              the Shareholder or foreclosure (Ausschliessung als Gesellschafter)
              with respect to the Shareholder;

       (b)    an Act of Insolvency;

       (c)    a default occurs which is not remedied or cured within fifteen
              (15) days of its occurrence under any loan or obligation for which
              security has been granted by way of a mortgage, hypothecation or a
              pledge of, or the granting of a security interest in any Capital
              held by the Shareholder (including any loan or obligation for
              which security has been granted) with the result that, absent any
              provision of this Agreement and upon compliance with applicable
              law, the lender or obligee could realize upon such security; or

       (d)    the Capital of the Shareholder is seized and such seizure is not
              lifted within one month from the date of seizure.

A Defaulting Shareholder shall give notice to the other parties then bound by
this Agreement that an event has occurred with respect to such Defaulting
Shareholder which constitutes a Triggering Event or which would, if such event
is not corrected or remedied or otherwise resolved to the satisfaction of the
other Shareholders and Holdco II as contemplated above, constitute such a
Triggering Event. Such notice shall be given forthwith after the occurrence of
the particular event.


<PAGE>
                                      H-14


7.2 OBLIGATION OF A DEFAULTING SHAREHOLDER FOLLOWING TRIGGERING EVENT. Upon the
occurrence of a Triggering Event, the Defaulting Shareholder shall forthwith
offer to sell all of its Capital to the other Shareholders (in such case, the
"Non-Defaulting Shareholders") by notarized notice to the Non-Defaulting
Shareholders (the "Sale Notice"). The purchase price for such Capital shall be
determined in accordance with Section 7.6 hereof and shall be payable by way of
certified cheque or bank draft. The offer set out in the Sale Notice shall be
irrevocable. Upon the Sale Notice being given, the Non-Defaulting Shareholders
or a person or persons named by a resolution of the Non-Defaulting Shareholders
(including but not limited to Holdco II or any third party), in the sole
discretion of the Non-Defaulting Shareholders, shall have the right to purchase
all, but not less than all, of the Defaulting Shareholder's Capital, pro rata
based upon the amount of Capital owned by each Non-Defaulting Shareholder or in
such other proportion as the Non-Defaulting Shareholders may agree, by notarized
acceptance of the offer to the Defaulting Shareholder within fifteen (15) days
after receipt of the Sale Notice (the "Notice Period"). If no notarized
acceptance is given under this Section 7.2, the Non-Defaulting Shareholders
shall be deemed to have rejected the offer made available to it to purchase the
Capital of the Defaulting Shareholder. If no Sale Notice is given by a
Defaulting Shareholder under this Section 7.2, the Non-Defaulting Shareholders
shall have the right to request the purchase of the Capital of the Defaulting
Shareholder. The completion of a purchase and sale of the Defaulting
Shareholder's Capital under this Section 7.2 shall take place on the 15th day
after the expiry of the Notice Period, provided that if the purchase price of
the Capital has not been determined by such day, the completion shall take place
on the 10th day after the date on which the purchase price has been conclusively
determined pursuant to Section 7.6 hereof.

Regardless of the terms and conditions set out in this Section 7.2, Holdco II
may upon the occurrence of a Triggering Event, prior to the receipt of the Sale
Notice and at any time until completion of the purchase as described above, pass
a resolution to forfeit the Capital of the Defaulting Shareholder. The
compensation to be paid for such forfeited Capital shall be determined in
accordance with Section 7.6 hereof.

7.3 CAPITAL/VOTING/NOMINEES OF DEFAULTING SHAREHOLDER. Notwithstanding anything
to the contrary herein contained, upon a Triggering Event:

       (a)    the Defaulting Shareholder shall not have any rights to or
              interests in Capital contained in Schedule "A" to the Investment
              and Restructuring Agreement;

       (b)    the Defaulting Shareholder shall not be entitled to nominate any
              person as a Nominee or Prokurist and such Defaulting Shareholder
              in conjunction with the other Shareholders shall cause such
              Nominee or Prokurist of the Defaulting Shareholder to forthwith
              resign or be removed and a Nominee or Prokurist of such Defaulting
              Shareholder shall be replaced with such person or persons as may
              be designated by the Non-Defaulting Shareholders provided that if
              such Triggering Event is subsequently remedied, the Defaulting
              Shareholder shall again be entitled to nominate a person as
              Nominee or Prokurist as provided hereunder and all of the
              Shareholders shall take all necessary steps in this regard; and

<PAGE>
                                      H-15


       (c)    the Defaulting Shareholder shall not be entitled to vote its
              Capital or to notice of meetings of Shareholders and, where a vote
              of the Shareholders is required, the Non-Defaulting Shareholders
              shall be deemed to own all of the Capital, provided that if such
              Triggering Event is subsequently remedied, such Defaulting
              Shareholder shall again be entitled to vote its Capital and to
              notice of meetings of Shareholders. In addition, the Defaulting
              Shareholder hereby irrevocably gives its proxy to the
              Non-Defaulting Shareholders to vote its Capital in any matter that
              such Shareholders determine and hereby appoints such Shareholders
              as its attorney to execute all necessary documents on behalf of
              the Defaulting Shareholder to give effect to such proxy.

7.4 OTHER REMEDIES. Upon the occurrence of any Triggering Event, in addition to
the rights in Section 7.2 hereof, the Non-Defaulting Shareholders shall be
entitled to bring any action at law as may be permitted in order to recover
damages or to bring any proceedings in the nature of specific performance,
injunction or other remedy, it being acknowledged by the Shareholders that
damages at law may be an inadequate remedy for a default, breach or threatened
breach of this Agreement.

7.5 NON-WAIVER. No consent or waiver of any breach or Triggering Event by any
Shareholder in the performance of its obligations under this Agreement shall be
deemed to be construed to be consent to or waiver of any other breach or
Triggering Event by that Shareholder of the same or any other obligations of
that Shareholder under this Agreement. Failure by any Shareholder to complain of
any act or failure to act of the other Shareholder or to declare a Triggering
Event in respect of the other Shareholder, irrespective of how long such failure
continues, shall not constitute a waiver by that Shareholder of its rights under
this Agreement.

7.6 DETERMINATION OF PURCHASE PRICE. For the purposes of Section 7.2 hereof, the
"purchase price" for the Defaulting Shareholder's Capital shall be equal to: (i)
the portion of the Consolidated Holdco II Net Worth (as such term is defined in
the Investment and Restructuring Agreement) less the amount of any capital
contributions made directly or indirectly (e.g., including grandfather
contributions) to the free capital reserves (ungebundene Kapitalruecklagen) of
Holdco II after the effective date of this Agreement attributable to the
Defaulting Shareholder's Capital as at the applicable date; plus (ii) the whole
amount of any capital contributions made directly or indirectly (e.g., including
grandparent contributions) to the free capital reserves (ungebundene
Kapitalruecklagen) of Holdco II by the Defaulting Shareholder after the
effective date of this Agreement. For greater certainty, the transfer of the
capital of Hovis to Holdco II pursuant to the terms of the Investment and
Restructuring Agreement is not considered to be such capital contributions.

                       ARTICLE 8 - GENERAL SALE PROVISIONS

8.1 APPLICATION OF GENERAL SALE PROVISIONS. Except as may otherwise be provided
in this Agreement, the provisions of this Article 8 shall apply to any purchase
and sale of Capital (in this Article 8 referred to as the "Sold Capital")
pursuant to this Agreement.


<PAGE>
                                      H-16


8.2 REQUIREMENTS OF VENDOR. On the date of closing (in this Article 8 referred
to as the "Completion Date"), a Shareholder selling Sold Capital pursuant to the
terms of this Agreement (in this Article 8 also referred to as a "Vendor") shall
deliver or cause to be delivered to the purchaser(s) appropriate transfers duly
executed by the Vendor and duly notarized (if required), together with a
representation and warranty executed by the Vendor in favour of the purchaser(s)
that the Sold Capital is owned by the Vendor with good and marketable title
thereto, free and clear of any mortgage, lien, charge, pledge, hypothecation,
security interest, encumbrance, restriction, covenant, right, demand or adverse
claim of any kind.

8.3 REQUIREMENTS OF PURCHASER. On the Completion Date, the Shareholder(s)
purchasing the Sold Capital (in this Article 8 referred to as the
"Purchaser(s)") shall pay the purchase price for the Sold Capital on closing by
negotiable cheque certified by an Austrian or German bank or an official bank
draft drawn on a bank in Austria or Germany.

8.4 COVENANTS OF THE PARTIES. The parties hereto covenant and agree that from
and after the occurrence of an event giving rise to a transaction of purchase
and sale pursuant to the terms hereof, they shall do all things necessary or
desirable to cause the transaction of purchase and sale to be completed as soon
as possible.

8.5 NO JOINT LIABILITY. For greater certainty, the parties hereto acknowledge
and agree that the Purchasers in any transaction of purchase and sale
contemplated in this Agreement are not jointly liable for the payment of the
purchase price for the Sold Capital but are only liable for their proportionate
share thereof.

8.6 DATE OF CLOSING. For the purposes of this Agreement the closing of any
transaction of purchase and sale contemplated in this Agreement, as the case may
be, shall take place at Holdco II's registered office at 2:00 p.m. Central
European Time on the Completion Date or at such other place and time as
otherwise mutually agreed upon by the parties hereto, subject only to
registration in the Firmenbuch.

8.7 GOVERNMENTAL APPROVALS. If any Governmental Approval is required by the
Purchaser(s) under any provision of this Agreement, then, notwithstanding
anything contained in this Agreement, the time period specified in this
Agreement for acceptance of any offer by the Purchaser(s) shall be extended for
an additional sixty (60) days to permit the Purchaser(s) to obtain the necessary
Governmental Approval. Any such application for Governmental Approval shall be
the sole responsibility of the Purchaser(s) who shall also be responsible for
all costs and expenses incurred in connection therewith. The other Shareholders
and Holdco II shall use reasonable efforts to cooperate with the Purchaser(s) in
any application for Governmental Approval.

                    ARTICLE 9 - RELATIONSHIP OF SHAREHOLDERS

9.1 PLACE AND QUORUM FOR MEETINGS OF SHAREHOLDERS. Meetings of Shareholders
shall be held at the head office of Holdco II or at any other place agreed to by
all of the managing directors of Holdco II. A quorum for all meetings of
Shareholders shall be Shareholders present



<PAGE>
                                      H-17


and representing by proxy or in person not less than a majority of the Capital
entitled to vote at such meeting. However, should quorum not be reached, a
second meeting may be convened pursuant to the GmbHG and such second meeting
shall not require a quorum if the Shareholders are informed about this
consequence when convening such meeting (Section 38 of the GmbHG).

9.2 RESOLUTIONS. Resolutions of the Shareholders shall be passed either in
meetings of Shareholders or by means of verbal, written or electronic
communication, provided that the resolutions shall be recorded in writing as
soon as reasonably practicable upon the date of passing of such resolutions.

9.3 MAJORITY OF VOTES. Except as may be otherwise provided in this Agreement,
all decisions of the Shareholders shall be decided by a majority of votes cast
or by such greater percentage as may be required by law.

9.4 MINORITY SHAREHOLDERS. For the purposes of conferring to JJHovis and
Steinbauer such minority rights as provided for in the GmbHG and as finally
listed in Schedule "B" hereto ("Minority Rights"), JJHovis and Steinbauer shall,
until the conclusion of the Earn In Period, be deemed to own such percentage of
Capital as would be required to exercise any of the Minority Rights, despite any
scenario in which the earn in of Capital pursuant to Schedule "A" to the
Investment and Restructuring Agreement has not yet been effected. For greater
certainty, the conferring of the Minority Rights shall not be deemed to confer
any additional voting rights or rights to dividends other than resulting from
the actual Capital owned by JJHovis and/or Steinbauer.

9.5 DISCLAIMER. Nothing contained in this Agreement shall or shall be deemed to
constitute the parties hereto as agent of the other nor any other relationship
whereby any party hereto could be held liable for any act or omission of the
other, save as specifically provided by this Agreement. None of the parties
hereto shall have any authority to act for the other or to incur any obligation
on behalf of the other with respect to the subject matter of this Agreement,
save as specifically provided by this Agreement. Each party hereto covenants to
indemnify the other parties and hold them harmless from all claims, losses,
costs, charges, fees, expenses, damages, obligations and responsibilities
incurred by such parties by reason of any action or omission of the other party
outside the scope of the authority specifically provided by this Agreement.

9.6 ENCUMBRANCES. No party hereto shall sell, transfer, assign, pledge,
hypothecate, mortgage, or in any other manner encumber its Capital, except as
specifically provided in this Agreement, without the written consent of the
other parties. Notwithstanding the foregoing, any party hereto may pledge or
hypothecate its Capital to a bank, trust company or similar entity as security
for loans, provided that where a fixed charge or security interest is given, the
lender shall acknowledge and agree in writing with the other parties hereto to
be bound by the provisions of this Agreement in the event of realization of its
security.

9.7 COMPETITIVE BUSINESSES. Unless otherwise specifically provided for in this
Agreement, any Shareholder of Holdco II may independently engage in, be
concerned with or interested in, lend money to, or guarantee the debts or
obligations of any business endeavour, whether or not



<PAGE>
                                      H-18


competitive with the business of Holdco II and Hovis, without consulting the
other parties hereto and without in any way being accountable to the other
parties.

Each of JJHovis and Steinbauer hereby severally covenants and agrees with the
other parties hereto that: (i) during the Earn In Period; (ii) so long as he is
a managing director of Holdco II and/or Hovis or for two years thereafter; or
(iii) so long as he is a Shareholder of Holdco II or a shareholder of Hovis, he
shall not, for whatever reason and with or without cause, either individually or
in partnership or jointly or in conjunction with any person or persons, as
principal, agent, employee, shareholder, owner, investor, partner or in any
other manner whatsoever, directly or indirectly, carry on or be engaged in or be
concerned with or interested in or advise, lend money to, guarantee the debts or
obligations of or permit his name or any part thereof to be used or employed by
any person or persons engaged in or concerned with or interested in any business
or operations competitive with Holdco II or Hovis within Germany or any
jurisdiction in which Hovis or any subsidiary of Hovis carries on business.

9.8 BODY CORPORATE AND REGISTERED SEAT. The parties hereto agree that for the
duration of this Agreement, Holdco II and Hovis shall remain bodies corporate
and, unless there is a good business reason, the registered seats of Holdco II
and Hovis shall not be changed.

9.9 GOOD FAITH. Each party hereto shall act honestly and in good faith and in
the best interest of Holdco II and shall exercise the degree of care, diligence
and skill that a reasonably prudent person would exercise in comparable
circumstances.

                          ARTICLE 10 - CONFIDENTIALITY

10.1 CONFIDENTIALITY. The Information shall be kept confidential and shall not,
without the prior consent of the other parties, be disclosed by a party hereto
or its representatives in any manner or in part and shall not be used by a party
hereto or its representatives, directly or indirectly, for any purpose other
than the business of Holdco II, provided that nothing in this Agreement shall
restrict or prohibit any of the parties from making such releases or other form
of disclosure as: (i) may be required pursuant to any laws, regulations or
policies (including those of any stock exchange or quotation system) applicable
to it; or (ii) may be made by a party pursuant to customary written
confidentiality agreements entered into by parties to consider business
opportunities.

The parties hereto each agree to furnish the Information only to the respective
representatives of a party hereto, including but not limited to its legal
counsel, accountants and auditors, who need to know the Information for the
purposes of understanding the business of Holdco II and who are informed of the
confidential nature of the Information and agree to be bound by the terms
hereof. The parties hereto each agree to be responsible for any breach of this
Agreement by any of their respective representatives provided that such breach
occurs while such representative is employed by or is under contract to such
party. Each of the parties hereto shall make all reasonable necessary and
appropriate efforts to safeguard the Information and the existence of
discussions from disclosure to anyone other than as permitted hereby. The
foregoing shall be inoperative as to such portions of the Information which: (i)
are or become generally available



<PAGE>
                                      H-19


to the public other than as a result of disclosure by the parties hereto or
their respective representatives; (ii) are or become available to any of the
parties hereto on a non-confidential basis from a source other than the other
parties hereto or their representatives; or (iii) are or become known to any of
the parties hereto on a non-confidential basis prior to its disclosure by the
other parties hereto or their representatives.

                         ARTICLE 11 - GENERAL PROVISIONS

11.1 NOTICES. Unless a particular provision of this Agreement requires delivery
in a specified manner, all notices, demands, approvals, consents or requests and
other communications which may or are required or permitted to be given under
this Agreement shall be given or made in writing and shall be delivered
personally, transmitted by facsimile or sent by registered mail, charges
prepaid, to each of the parties hereto as follows:

         GLAMIOX BETEILIGUNGSVERWALTUNGS GMBH

         c/o Deloitte & Touch GmbH
         Friedrichstrasse 10
         A-1010 Vienna, Austria
         Fax No.:  0043-1-58854-5699
         Attention:  E. Holzer

         GARDA INVESTMENTS CORP.
         c/o Suite 1000 - 925 West Georgia Street
         Vancouver, British Columbia
         Canada V6C 3L2
         Fax No.:  (604) 669-8803
         Attention:  H.S. Sangra

         and, in the case of each of Holdco II and/or
         Holdco I, with a copy to:

         SANGRA, MOLLER
         Suite 1000 - 925 West Georgia Street
         Vancouver, British Columbia
         Canada  V6C 3L2
         Fax No.:  (604) 669-8803
         Attention:  H.S. Sangra

         JURRIAAN J. HOVIS
         Schoenbrunner Graben 94
         1180 Vienna, Austria
         Fax No.: 43 1 24025158

         FERDINAND STEINBAUER
         Augasse 6

<PAGE>
                                      H-20


         8101 Gratkorn, Austria
         Fax No.: 43 3124 23199

Any such notice or other communication shall be deemed to have been given and
received on the day on which it was delivered or transmitted so long as the
delivery or transmission occurs during normal business hours, or, if mailed, on
the seventh postal delivery day next following mailing. During any period of
disruption of postal service, notices shall be delivered personally or
transmitted by facsimile.

Any party hereto may change its address for delivery for the purposes of this
Section 11.1 to any other address by giving notice to the other parties hereto
in accordance with this Section 11.1.

11.2 ADDITIONAL DOCUMENTS. The parties hereto shall sign such further and other
documents, cause such meetings to be held, resolutions passed and by-laws
enacted, exercise their vote and influence, do and perform and cause to be done
and performed such further and other acts and things as may be necessary or
desirable in order to give full effect to this Agreement and every part thereof.

11.3 ENTIRE AGREEMENT. This Agreement represents the entire agreement between
the parties hereto pertaining to the subject matter of this Agreement and
supersedes all prior agreements, understandings, negotiations and discussions
whether oral or written of the parties thereto and there are no warranties,
representations or other agreements between the parties hereto in connection
with the subject matter of this Agreement except as specifically set forth in
this Agreement.

11.4 ENUREMENT. This Agreement shall enure to the benefit of and be binding upon
and enforceable by the parties hereto and, where the context so permits, their
respective heirs, executors, administrators, successors, legal representatives
and permitted assigns.

11.5 NO THIRD PARTY BENEFICIARIES. This Agreement shall not confer any rights or
remedies upon any person other than the parties hereto and their respective
successors and permitted assigns.

11.6 ECONOMIC LOSS. Except for willful misconduct, the parties shall not be
liable towards each other for any indirect or consequential damage or loss such
as, but not limited to, loss of profit, loss of production or loss of
opportunity.

11.7 AGREEMENT TO GOVERN. In case of any conflict or uncertainty between this
Agreement and the by-laws of Holdco II, the Investment and Restructuring
Agreement or any other agreements between the parties with respect to Holdco II,
the parties agree that this Agreement shall take precedence over and govern all
such agreements and by-laws.

11.8 GOVERNING LAW AND ARBITRATION. (a) This Agreement shall be governed by and
construed in accordance with the federal laws of Germany as in force and effect
as of the effective date of this Agreement excluding, however, German rules of
conflicts of law.


<PAGE>
                                      H-21


       (b)    The parties irrevocably agree that any disputes which may arise
              out of or in connection with this Agreement, the articles of
              association (Gesellschaftsvertrag) of Holdco II, Hovis and/the
              Hovis Group, the Rules of Procedure, meetings of the Board or
              meetings of the Shareholders, or any transaction contemplated
              hereby, shall be settled by arbitration in Vienna, Austria, in
              accordance with the rules set forth in this Section 11.8.

       (c)    The arbitral tribunal shall consist of two arbitrators and the
              presiding arbitrator, each of whom shall be fluent in English and
              may be of Austrian, German, Canadian or U.S. nationality. The
              party intending to institute arbitration proceedings shall inform
              the other parties in writing of its intention and, at the same
              time, designate one arbitrator. The other parties involved shall,
              within 30 days after receipt of this notice, collectively
              designate a second arbitrator by mutual agreement. If, within such
              time period, the other parties have not designated a second
              arbitrator, then at the request of the party intending to
              institute arbitration proceedings, the second arbitrator shall be
              appointed by the International Chamber of Commerce, acting as
              appointing authority. The two arbitrators thus appointed shall
              choose the presiding arbitrator. If, within 30 days after the
              appointment of the second of the two arbitrators, the two
              arbitrators have not agreed upon the choice of the presiding
              arbitrator, then at the request of any of the parties to the
              arbitration proceedings, the presiding arbitrator shall be
              appointed by the International Chamber of Commerce.

       (d)    All submissions and awards in relation to arbitration under this
              Agreement shall be made in English and all arbitration proceedings
              and all pleadings shall be in English. Original documents in
              English or German may be submitted as evidence in their original
              language; witnesses not fluent in English may give evidence in
              their native tongue (with appropriate translation). Original
              documents in a language other than English or German shall be
              submitted as evidence in English translation accompanied by the
              original or a true copy thereof.

       (e)    The parties to this Agreement hereby adopt the rules of the
              International Chamber of Commerce as the procedural rules
              governing arbitrations hereunder, insofar as such rules are not
              inconsistent with any provision of this Section 11.8, which shall
              be controlling. The arbitration panel may, at the request of a
              party, order provisional or conservatory measures and shall have
              the authority to award specific performance, provided, however,
              that until the complete establishment of the arbitration panel,
              the ordinary courts shall remain competent for provisional or
              conservatory measures. Any award shall be final and not subject to
              appeal and the parties hereby waive all challenge to any award of
              an arbitral panel under this Section 11.8.

       (f)    Any award shall be made in the currency in which the obligation
              would have been paid, if the obligation with respect to which the
              award is made was an obligation to pay money or in Euros in all
              other cases.

       (g)    To the extent legally required, the parties undertake to set up an
              arbitration agreement substantially as set forth in this Section
              11.8 in a separate agreement.


<PAGE>
                                      H-22


11.9 LANGUAGE. The governing language of this Agreement, all meetings of the
Board and meetings of Shareholders shall be English. If for official reasons
certain agreements of Holdco II or its by-laws have to be executed in German or
any other language, such agreements and by-laws shall be translated into English
and the parties agree that internally such English versions shall prevail and
govern for all purposes.

11.10 PARTIAL INVALIDITY. Should any provision or part of a provision of this
Agreement be or become invalid or unenforceable, or should this Agreement
contain an unintended contractual gap, then the validity or enforceability of
the remainder of this Agreement shall not be affected. Any such invalid or
unenforceable provision shall be deemed to be replaced by, or any gap deemed to
be filled with, an appropriate provision, which, in accordance with the economic
purpose and object of the provision and/or Agreement and as far as legally
permissible, shall come closest to the parties' original intention, or that
intention which the parties would have had, had they considered the issue.

11.11 AMENDMENT AND WAIVER. No amendment or waiver of any provision of this
Agreement shall be binding on any party hereto unless consented to in writing by
such party. No waiver of any provision of this Agreement shall constitute a
waiver of any other provision, nor shall any waiver constitute a continuing
waiver unless otherwise expressly provided.

11.12 ARTICLES, SECTIONS, HEADINGS AND SCHEDULES. The division of this Agreement
into Articles and Sections and the insertion of headings and Schedules, are for
convenience of reference only and shall not affect the interpretation of this
Agreement. Unless otherwise indicated, any reference in this Agreement to an
Article, Section or Schedule refers to the specified Article or Section of or
Schedule to this Agreement.

11.13 NUMBER AND GENDER. In this Agreement, words importing the singular number
shall include the plural and vice versa, and words importing the use of any
gender shall include the masculine, feminine and neuter genders.

11.14 CALCULATION OF TIME. When calculating the period of time within which or
following which any act is to be done or step taken pursuant to this Agreement,
the date which is the reference date in calculating such period shall be
excluded. If the last day of such period is not a Business Day, then the time
period in question shall end on the first Business Day following such
non-business day.

11.15 LEGISLATION REFERENCES. Any references in this Agreement to any law,
by-law, rule, regulation, order or act of any government, governmental body or
other regulatory body shall be construed as a reference thereto as amended or
re-enacted from time to time or as a reference to any successor thereto.

11.16 EXPENSES. Except as otherwise provided for herein, each of the parties
hereto shall bear its own expenses in relation to this Agreement.


<PAGE>
                                      H-23


11.17 COUNTERPARTS. This Agreement may be executed in several counterparts, each
of which so executed shall be deemed to be an original and such counterparts
together shall be but one and the same instrument.

11.18 TRANSMISSION BY FACSIMILE. The parties hereto agree that this Agreement
may be transmitted by facsimile or such similar device and that the reproduction
of signatures by facsimile or such similar device will be treated as binding as
if originals and each party hereto undertakes to provide each and every other
party hereto with a copy of the Agreement bearing original signatures forthwith
upon demand.

IN WITNESS WHEREOF this Agreement has been executed effective the day and year
first above written.

GLAMIOX BETEILIGUNGSVERWALTUNGS GMBH

By:_________________________________
Name:_______________________________
Title:______________________________

GARDA INVESTMENTS CORP.

By:_________________________________
Name:_______________________________
Title:______________________________

SIGNED, SEALED and DELIVERED by             )
JURRIAAN J. HOVIS in the presence of:       )
                                            )
                                            )
___________________________________________ )          _________________________
Signature                                   )          JURRIAAN J. HOVIS
___________________________________________ )
Name                                        )
___________________________________________ )
Address                                     )
___________________________________________ )
                                            )
___________________________________________ )
Occupation                                  )


<PAGE>
                                      H-24


SIGNED, SEALED and DELIVERED by              )
FERDINAND STEINBAUER in the                  )
presence of:                                 )

                                             )    ______________________________
                                             )    FERDINAND STEINBAUER
                                             )
Signature                                    )
___________________________________________  )
Name                                         )
___________________________________________  )
Address                                      )
___________________________________________  )
                                             )
___________________________________________  )
Occupation                                   )



<PAGE>

                                  SCHEDULE "A"

                             RULES OF PROCEDURE FOR

     THE MANAGEMENT OF GLAMIOX BETEILIGUNGSVERWALTUNGS GMBH (THE "COMPANY")

The shareholders have adopted the following rules of procedure for the
management board of the Company according to Article ? paragraph (?) of the
articles of association of the Company.

                                    ARTICLE 1

                            PRINCIPLES OF MANAGEMENT

(1)      The managing directors of the Company shall conduct the business of the
         Company with the care of a correct and diligent businessman according
         to statutory law, the articles of association of the Company and these
         rules of procedure.

(2)      The managing directors of the Company shall act on the basis of
         resolutions passed by them on the relevant matter. Other than from time
         to time as agreed upon by the shareholders of the Company with respect
         to the day-to-day business of the Company, decisions of the management
         board of the Company shall require the unanimous consent of the
         managing directors of the Company. In the event the managing directors
         are not able to reach such unanimous consent, where required, each
         managing director is entitled to refer a matter to the decision of the
         shareholders of the Company owning a majority of the outstanding share
         capital of the Company, which decision shall be binding on the managing
         directors. The non compliance of a managing director such decision is
         considered an important reason for removal as managing director.
         Regardless of such internal rules, the powers to represent and to
         legally bind the Company are set forth in Article 3 of the Owners'
         Agreement made effective October 1, 2001 among the Company, Jurriaan J.
         Hovis, Ferdinand Steinbauer and Garda Investments Corp. (the "Owners'
         Agreement").

(3)      The managing directors of the Company shall report to the shareholders
         on an ongoing basis in particular by submitting to the shareholders
         monthly reports of Hovis GmbH.

(4)      In preparing the Company's annual financial statements, the managing
         directors of the Company shall apply GAAP (as such term is defined in
         the Owners' Agreement). However, in the event that GAAP (as such term
         is defined in the Owners' Agreement) and past practice conflict, then
         GAAP (as such term is defined in the Owners' Agreement) shall prevail.

                                    ARTICLE 2
                      RESPONSIBILITY OF MANAGING DIRECTORS

(1)      The managing directors of the Company carry joint responsibility for
         the management of the Company. They shall cooperate in managing the
         Company and inform each other on an ongoing basis about any important
         issues that appear in connection with their activities as managing
         directors of the Company. For greater certainty, during the Earn In
         Period




<PAGE>
                                      A-2

         (as such term is defined in the Owners' Agreement), the managing
         directors shall inform Jurriaan J. Hovis and Ferdinand Steinbauer prior
         to any substantial acquisition and disposition of assets.

(2)      Without prejudice to their joint responsibility according to the
         preceding paragraph, the managing directors of the Company may agree to
         divide certain tasks among themselves which they will each carry out on
         the basis of guidelines to be agreed upon in connection with the
         division of these tasks among themselves. Each managing director shall
         report on the accomplishment of any such tasks allocated to it to the
         other managing directors of the management board on an ongoing basis.
         For greater certainty, for any period which they are managing directors
         of the Company, JJHovis shall be responsible for the trade department
         and Steinbauer shall be responsible for the finance department.
         Regardless of this allocation of tasks, further managing directors may
         be responsible for the same departments as well.

                                    ARTICLE 3

                              RESOLUTIONS, MEETINGS

(1)      Resolutions of the managing directors of the Company shall be passed in
         meetings which can be called by any managing directors of the Company,
         or, if it is not possible to find a date and time at which all managing
         directors will be available in due time, by telephone or video
         conference.

(2)      Shareholders owning more than 10% of the capital of the Company and,
         during the Earn In Period (as such term is defined in the Owners'
         Agreement), Jurriaan J. Hovis and Ferdinand Steinbauer (such
         Shareholders, Jurriaan J. Hovis and Ferdinand Steinbauer being
         collectively referred to as "Permitted Persons"), shall have the right
         to attend meetings of the managing directors of the management board of
         the Company. The managing directors of the management board shall see
         to it that the Permitted Persons are informed about the date, time and
         location of or the manner of communication at such meetings.

(3)      All managing directors of the Company must participate in the passing
         of the resolutions, unless: (i) an absent managing director expressly
         consents to the other managing directors passing a resolution without
         him; (ii) the absent managing director grants proxy to another managing
         director; or (iii) the absent managing director instructs another
         managing director on how to vote for him.

(4)      The managing directors of the Company shall prepare written minutes of
         their resolutions. The written minutes may be executed by facsimile.

(5)      Resolutions of the management board of the Company are in general
         passed by a simple majority of the votes cast unless otherwise provided
         for by these rules of procedure or the Owners' Agreement.


<PAGE>
                                      A-3



                                    ARTICLE 4

                             SHAREHOLDERS' APPROVAL

(1)      The prior approval of the shareholders of the Company (acting by means
         of a shareholders' resolution) by a simple majority of the votes
         present is required for the following matters:

         (a)      Management of the Company, if and to the extent the following
                  matters are concerned:

                  (i)      disposition of, including encumbrances of or
                           conclusion of agreements affording rights to third
                           parties with regard to a material part of the assets
                           of the Company or Hovis or any subsidiary of the
                           Company;

                  (ii)     establishment, acquisition and sale of enterprises,
                           acquisition, change, transfer or termination of
                           participation in enterprises, setting up, sale,
                           discontinuance or closure of branches,
                           establishments, parts of establishments or plants by
                           the Company, Hovis GmbH or any subsidiary of the
                           Company;

                  (iii)    other than in the ordinary course of business, grant
                           of security interests, in particular the assumption
                           of "Burgschaften" and guarantees, in respect of, and
                           the assumption of, third party liabilities;

                  (iv)     grant of loans and taking out of loans (with the
                           exception of customary customer loans);

                  (v)      conclusion and termination of intercompany agreements
                           (Unternehemensvertrage), in particular loss and
                           profit transfer agreements;

                  (vi)     approval of the business plan of the Company, Hovis
                           or any subsidiary of the Company for each following
                           business year;

                  (vii)    assumption of obligations arising out of bills of
                           exchange;

                  (viii)   acquisition, sale, encumbrance and disposal of real
                           property, rights to a real property or rights to a
                           real property right, and assumption of obligations to
                           make such dispels by the Company in excess of Euro
                           100,000;

                  (ix)     conclusion, amendment and termination of contracts
                           for the performance of continuing obligations, i.e.
                           contracts with a term longer than twelve months (e.g.
                           lease, leasing, service and license agreements)
                           involving in each individual case expenses in excess
                           of an amount of Euro 100,000;





<PAGE>

                                      A-4

                  (x)      assertion of claims, recognition of claims, waiver of
                           claims, exercise of election rights and declarations
                           of approval for tax purposes, insofar as an amount of
                           more than Euro 100,000 in any particular case is
                           involved;

                  (ii)     grant and revocation of registered powers of attorney
                           (Prokura), commercial powers of attorney
                           (Handlungsvollmacht) and other powers of attorney
                           (including powers of attorney related to bank
                           accounts);

                  (iii)    grant, modification and termination of pension
                           commitments and employee profit participations;

                  (iv)     investments outside the approved business plan that
                           exceed an amount of Euro 50,000 in each case;

                  (v)      other than in the ordinary course of business,
                           forward exchange transactions, including currency
                           futures trading for hedging purposes and any other
                           kind of similar speculative transactions; or

                  (vi)     conclusion of agreements with related entities
                           (nahestehende Personen) within the meaning of Section
                           1 of the German Foreign Tax Act
                           (Au(beta)ensteuergesetz - AstG), except for
                           agreements with related entities that are direct or
                           indirect subsidiaries of the Company.

         (b)      Exercise of voting rights as shareholder of Hovis GmbH or any
                  subsidiary of Hovis GmbH, if and to the extent the following
                  matters are concerned:

                  (i)      disposition of, including encumbrances of, or
                           conclusion of agreements affording rights to third
                           parties with regard to, a substantial part of the
                           assets of Hovis or any subsidiary of the Company;

                  (ii)     disposition of, including encumbrances of, or
                           conclusion of agreements affording rights to third
                           parties with regard to, all of or part of the
                           interest of Hovis or any subsidiary of the Company;

                  (iii)    appointment of any officers, managing directors,
                           supervisory board members or auditors; or

                  (iv)     disposition of, including encumbrances of, or
                           conclusion of agreements affording rights to third
                           parties with regard to, the Company's interest in
                           Hovis GmbH or any subsidiary of the Company or Hovis
                           GmbH.

(2)      The prior approval of the shareholders of the Company (acting by means
         of a shareholders' resolution) by all of the votes present is required
         for the repayment of the Grandfather Contribution (as such term is
         defined in the Investment and Restructuring Agreement dated for
         reference October 1, 2001 among Sutton Park International Limited,
         Garda Investments Corp., MFC Bancorp Ltd., the Company, Hovis GmbH,
         Jurriaan J. Hovis, Johannes Hovis and Ferdinand Steinbauer) during the
         Earn In Period (as such term is defined in the Owners' Agreement).


<PAGE>
                                      A-5




                                    ARTICLE 5

                                 URGENT MATTERS

(1)      In case of urgent matters that do not allow to wait for a necessary
         resolution of the members of the management board of the Company to be
         passed, each member of the management board may, after having consulted
         with as many other members of the management board as possible take,
         with respect to the powers conferred to him or them, the actions
         necessary to prevent damages to the Company and least likely to make
         such action irrevocable.

(2)      Such member(s) of the management board shall inform the other members
         of the management board of the situation and the action taken
         immediately.

(3)      The members of the management board shall pass a resolution on how to
         proceed with the issue in question as soon as possible thereafter.


                                    ARTICLE 6

                                  EFFECTIVENESS

These rules of procedure have become effective at the time of their adoption by
the shareholders.


<PAGE>


                                  SCHEDULE "B"

                                 MINORITY RIGHTS

Section 37(1) of the GmbHG
Section 37(3) of the GmbHG
Sections 45-48 of the GmbHG


<PAGE>


                                  SCHEDULE "C"

                        LETTER TO GARDA INVESTMENTS CORP.

                 FROM JURRIAAN J. HOVIS AND FERDINAND STEINBAUER

We each hereby acknowledge and agree that the 100% shareholder of Garda
Investments Corp. has contributed or will contribute Euro 7,965,000 to the free
capital reserves (ungebundene Kapitalruecklagen) of Glamiox
Beteiligungsverwaltungs GmbH on or before the Closing Date (as such term is
defined in the Investment and Restructuring Agreement), which has been or will
be allocated to the capital reserve account of Glamiox Beteiligungsverwaltungs
GmbH. In addition, we each hereby acknowledge and agree that the articles of
association (Gesellschaftsvertrag) of Glamiox Beteiligungsverwaltungs GmbH
contain a provision whereby the shareholders of Glamiox Beteiligungsverwaltungs
GmbH may make distributions other than pro rata to the respective percentage of
the nominal share capital of Glamiox Beteiligungsverwaltungs GmbH. We each
hereby irrevocably confirm that we will vote in favour of and entirely for the
benefit of Garda Investments Corp. in respect of any resolution concerning the
distribution of free capital reserves (ungebundene Kapitalruecklagen) amounting
to Euro 7,965,000, in excess of retained earnings to Garda Investments Corp.,
provided such resolution is not made prior to the earlier of: (i) the
termination of the Target Period (as such term is defined in Schedule "A" (the
"Schedule") to the Investment and Restructuring Agreement); or (ii) any earn in
of capital of Glamiox Beteiligungsverwaltungs GmbH being effected pursuant to
Sections 2.2 and 2.3 of the Schedule prior to the termination of the Target
Period (as such term is defined in the Schedule).

Power of Attorney attached in notarized form.


<PAGE>

                                   SCHEDULE I

                FORM OF OPINION(S) OF COUNSEL TO THE HOVIS GROUP

1.   Hovis has been duly organized and is validly existing under the laws of
     Austria and is duly qualified as a corporation to do business under the
     laws of each jurisdiction in which the nature of its business or the
     property owned or leased by it makes such qualification necessary;

2.   Each of the Finance Companies, Hovis Poland Sp.z o.o., Alumetal Sp. z.o.o.,
     S.C. Somes S.A., Metalko Kft. and Kolmet Sp.z o.o. (collectively, the
     "Opinion Subsidiaries") has been duly incorporated, amalgamated, continued
     or organized and is duly qualified as a corporation to do business under
     the laws of each jurisdiction in which the nature of its business or the
     property owned or leased by it makes such qualification necessary;

3.   Hovis and each Opinion Subsidiary has all necessary corporate power and
     authority to own, lease and operate its respective properties and assets
     and to conduct its respective businesses at and in the places where such
     properties and assets are now owned, leased or operated or such businesses
     are now conducted;

4.   Hovis is shown on the share register, or any comparable register which
     evidences the ownership of shares or the holding of sharecapital, of each
     Opinion Subsidiary as the registered holder of the issued and outstanding
     capital stock or sharecapital of each Hovis Subsidiary as set out in
     Schedule "F" to the Agreement and such issued and outstanding capital stock
     and sharecapital of each Opinion Subsidiary is validly issued and
     outstanding as fully paid and non-assessable;

5.   As at the Closing Date, the fully-issued and authorized Hovis Capital
     consists of Euro 1,750,000 which is fully issued and is paid in in the sum
     of Euro 1,529,055.50 plus Euro 160,000 paid by JJHovis and Euro 20,000 paid
     by Steinbauer plus such amount by which the Hovis Capital has been
     increased in the course of the Hovis Reorganization ("Increased Capital");
     due application for registration of the Increased Capital has been filed
     with the Firmenbuch;

6.   All necessary corporate action has been taken by Hovis to issue the
     additional Hovis Capital contemplated by the Agreement and such additional
     Hovis Capital has been validly issued and is outstanding as fully paid;

7.   All necessary corporate action has been taken by Hovis to approve the
     transfer of the Hovis Capital as consideration for: (i) the shares
     subscribed for by the Hovis Closing Stockholders in Holdco II; or (ii) the
     capital of Holdco II transferred from Holdco I, as the case may be;

8.   The Agreement has been duly authorized by all necessary corporate action on
     the part of Hovis, has been duly executed and delivered by and on behalf of
     Hovis and constitutes a legal, valid and binding obligation of Hovis
     enforceable in accordance with its terms, except as enforcement thereof may
     be limited by bankruptcy, insolvency and other similar laws affecting the
     enforcement of creditors' right generally, except that specific performance
     and injunction are equitable remedies which may only be granted in the
     discretion of a court of competent jurisdiction and except as rights to
     indemnity, contribution and waiver of contribution may be limited under
     Applicable Law;


<PAGE>

                                      I-2


9.   The execution and delivery of the Agreement, the fulfillment of the terms
     thereof and the sale of the Hovis Capital by the Closing Hovis Stockholders
     to Holdco II does not and will not conflict with and does not and will not
     result in a breach of, and does not and will not create a state of facts
     which after notice or lapse of time or both will result in a breach of, any
     of the terms, conditions or provisions of the Constating Documents of Hovis
     or any Hovis Subsidiary, respectively, or any resolution passed or
     consented to by the directors or shareholders of Hovis or any Opinion
     Subsidiary, or any license, permit, agreement or instrument issued to Hovis
     or any Opinion Subsidiary, respectively, or to which Hovis or any Hovis
     Subsidiary is a party and of which such counsel has knowledge;

10.  There is not, to the knowledge of such counsel after having made due
     enquiry, any action, suit or proceeding pending or threatened before any
     court, governmental agency or body, to which Hovis or any Hovis Subsidiary
     is a party or of which any of their respective property is subject, which
     might result in any Material Adverse Change, except as approved by Sutton
     Park in writing and listed in an exhibit to this Opinion; and

11.  As to such other matters as counsel to Sutton Park may reasonably request.




<PAGE>


                                   SCHEDULE J

                               INTENTIONALLY BLANK


<PAGE>


                                   SCHEDULE K
                  LIST OF TRADE MARKS OF HOVIS AND HOVIS GROUP

<TABLE>
<CAPTION>
TRADE MARK                            CLASS    REG.NO.              OWNER               LICENCEES
----------                            -----    -------              -----               ---------
<S>              <C>                  <C>      <C>                  <C>                 <C>
CLINETT          word-pictural         16      NOM No. 173.356      HPP                 Neumuller KG
                 trademark

CLINETT          word trademark        16      NOM No. 173.357      HPP                 Neumuller KG
FINO             word-pictural         16      RegNo. AM 2628/99    HPP
                 trademark

GREIF ZU         word-pictural         16      NOM No. 96.405       Hovis GmbH          Neumuller KG
                 trademark

PLUS             word-pictural         16      RegNo. AM 1371/99    HPP
                 trademark

PREMIUM          word-pictural         16      RegNo. AM 1372/99    HPP                 Neumuller KG
                 trademark

SANETT           word trademark        16      NOM No. 182.830      HPP
SCALA            word-pictural         16      RegNo. AM 2627/99    HPP
                 trademark

Take it GREIF ZU word-pictural         16      NOM No. 182.831      HPP                 Neumuller KG
                 trademark

Take it GREIF    word-pictural         16      NOM No. 184.869      Hovis GmbH          Neumuller KG
ZU Selection     trademark
UMWELT NATUR     word-pictural         16      RegNo. AM 2629/99    HPP
                 trademark

</TABLE>


<PAGE>
                                   SCHEDULE L
                LIST OF ACCOUNTS RECEIVABLE AND PAYABLE OF HOVIS
               AND THE FINANCE COMPANIES (OTHER THAN HOVIS IMPEX)

<TABLE>
<CAPTION>
  SUMMARY ACCOUNTS PAYABLE AS OF
       30.09.2001 HOVIS GMBH.

                                                                                              ATS

               <S>                               <C>                                         <C>
               33000                                           Verb.LL Inld. ATS             -4,462,344
               33001                                           Verb.LL Inld. DEM                 -4,951
               33002                                           Verb.LL Inld. USD             -1,602,988
               33005                                           Verb.LL Inld. CHF                      0
               33099                                           Verb.LL Inld. EUR            -29,635,321
               33100                                    Verb.LL Inld. Factorbank                  1,663
               33200                                              Verb.LL EU ATS                149,991
               33201                                              Verb.LL EU DEM            -13,424,070
               33202                                              Verb.LL EU USD            -12,610,886
               33203                                              Verb.LL EU ITL            -47,216,448
               33204                                              Verb.LL EU BEF                      0
               33210                                              Verb.LL EU GBP                -59,048
               33212                                              Verb.LL EU NLG                      0
               33299                                              Verb.LL EU EUR            -15,704,801
               33300                                        Verb.LL Drittld. ATS               -959,747
               33301                                        Verb.LL Drittld. DEM            -15,870,525
               33302                                        Verb.LL Drittld. USD            -44,773,589
               33305                                        Verb.LL Drittld. CHF               -725,452
               33306                                        Verb.LL Drittld. CZK                -47,883
               33311                                        Verb.LL Drittld. HUF                 -1,446
               33315                                        Verb.LL Drittld. PLN                -17,000
               33399                                        Verb.LL Drittld. EUR             -7,728,043
               33401                                         Verb.LL Kompen. DEM            -10,307,679
               33402                                         Verb.LL Kompen. USD                 -3,007
               33415                                         Verb.LL Kompen. PLN                -27,195
               33499                                         Verb.LL Kompen. EUR             -8,374,422
               33500                                             Verb.LL Ausland                      0
               33510                                             Verb.LL Ausland                      0
               34000                                  Verb.LL nahest.Untern. ATS                      0
               34002                                  Verb.LL nahest.Untern. USD                      0
               34015                                  Verb.LL nahest.Untern. PLN             -6,279,578
               34099                                  Verb.LL nahest.Untern. EUR                      0
               34401                               Verb.geg.Untern.m.Beteil. DEM             -1,896,723
               34402                               Verb.geg.Untern.m.Beteil. USD             -3,124,996
               34415                               Verb.geg.Untern.m.Beteil. PLN                      0
               34499                               Verb.geg.Untern.m.Beteil. EUR                      0

                                                                                         ---------------
                                                                                           -224,706,488         ATS
                                                                                         ===============
                                                                                            -16,330,057         EUR
                                                                                         ===============
</TABLE>


                                      L-2

<TABLE>
<CAPTION>
         SUMMARY ACCOUNTS RECEIVABLE AS OF
        30.09.2001 HOVIS GMBH. (DETAILS WILL
                  FOLLOW BY COURIER)
        <S>                                       <C>                                    <C>
                                                                                          ATS

                        20000                                  Ford. LL Inld. ATS         2,129,597
                        20001                                  Ford. LL Inld. DEM         1,241,488
                        20002                                  Ford. LL Inld. USD         2,695,397
                        20003                                  Ford. LL Inld. ITL                 0
                        20099                                  Ford. LL Inld. EUR         5,407,161
                        20203                                     Dub.Ford. (ATS)        24,127,382
                        21000                                     Ford. LL EU ATS           105,000
                        21001                                     Ford. LL EU DEM         6,190,796
                        21002                                     Ford. LL EU USD        44,268,849
                        21003                                     Ford. LL EU ITL        68,299,832
                        21005                                     Ford. LL EU CHF         2,574,470
                        21009                                     Ford. LL EU FRF                23
                        21010                                     Ford. LL EU GBP                 0
                        21099                                    Ford. LL EU EURO            93,561
                        21100                               Ford. LL Drittld. ATS           548,499
                        21101                               Ford. LL Drittld. DEM         6,621,885
                        21102                               Ford. LL Drittld. USD        35,002,794
                        21105                               Ford. LL Drittld. CHF          -172,216
                        21109                               Ford. LL Drittld. FRF         1,503,233
                        21199                              Ford. LL Drittld. EURO         7,717,774
                        21301                                  Ford. LL Komp. DEM        84,632,063
                        21302                                  Ford. LL Komp. USD        13,592,603
                        21399                                 Ford. LL Komp. EURO         7,388,017
                        21600                               Ford. LL Mediafac.ATS                 0
                        21601                               Ford. LL Mediafac.DEM                 0
                        21602                               Ford. LL Mediafac.USD           870,978
                        21603                              Ford. LL Mediafac. ITL                 1
                        21609                              Ford. LL Mediafac. FRF                 0
                        21699                             Ford. LL Mediafac. EURO        15,082,917
                        21750                                 Ford. LL Factorbank          -331,795
                        22000                          Ford. LL nahest.Untern.ATS                 0
                        22001                         Ford. LL nahest.Untern. DEM         3,480,884
                        22002                         Ford. LL nahest.Untern. USD           269,190
                        22003                         Ford. LL nahest.Untern. ITL         2,289,948
                        22009                         Ford. LL nahest.Untern. FRF                 0
                        22099                        Ford. LL nahest.Untern. EURO         4,294,725
                        22100                          Ford. LL nahest.Untern.ATS                 0
                        22500                      Ford. LL geg.Untern.m.Bet. ATS            27,290
                        22501                      Ford. LL geg.Untern.m.Bet. DEM        10,018,236
                        22502                      Ford. LL geg.Untern.m.Bet. USD         9,594,204
                        22515                      Ford. LL geg.Untern.m.Bet. PLN           334,825
                        22519                      Ford. LL geg.Untern.m.Bet. PLN                 0
                        22599                     Ford. LL geg.Untern.m.Bet. EURO        16,462,038
                                                                                    ----------------
                                                                                        376,361,649           ATS
                                                                                    ================
                                                                                         27,351,268           EUR
                                                                                    ================
</TABLE>

                                      L-3

<TABLE>
<CAPTION>
             SUMMARY ACCOUNTS RECEIVABLE AS OF
                                     30.9.2001
           <S>                                                                          <C>              <C>
                                                                                        ATS              EUR
                     IC Managementservice GmbH.                                         52,941,052        3,847,376

            JH Trade & Financial Services GmbH.                                         32,316,285        2,348,516

                    Global Bulk Transport GmbH.                                         50,735,156        3,687,068



                SUMMARY ACCOUNTS PAYABLE AS OF
                                     30.9.2001

                                                                                        ATS               EUR
                     IC Managementservice GmbH.                                         -1,070,975          -77,831

            JH Trade & Financial Services GmbH.                                         -4,544,818         -330,285

                    Global Bulk Transport GmbH.                                         -4,135,373         -300,529

</TABLE>






<PAGE>


                                   SCHEDULE M
           RELEVANT LITIGATION, INCLUDING EMPLOYEE RELATED LITIGATION

<TABLE>
<CAPTION>

         PARTIES             AMOUNT CLAIMED        COURT         RECORD NO.          DATE OF CLAIM            STATUS
         -------             --------------        -----         ----------          -------------            ------
<S>                          <C>               <C>           <C>                     <C>                <C>
Noack/Hovis GmbH             35,790.43 euro    OLG Wien      HG Wien - 26 Cg           04.10.00         Appeal lodged by
                                                             135/00a (1st                               opponent
                                                             Instance)
Riar Emballagen               4,834.56 euro    BG Wien       15 C 150/01 w             21.01.01
GmbH/Hovis GmbH
Ristelhueber GmbH Co.       255,648.50 euro    HG Wien       11 Cg 40/00 w             27.04.00         Proposal of
KG/Hovis GmbH                                                                                           settlement ( euro
                                                                                                        61,000 to 153,000)

</TABLE>









<PAGE>




                                   SCHEDULE N

     BANK STATUS AS OF SEPTEMBER 25, 2001, INCLUDING CREDIT AND LOAN FACILITIES
     AND COLLATERAL PROVIDED BY HOVIS, THE HOVIS GROUP, THE HOVIS STOCKHOLDERS
     AND PERSONS RELATED THERETO AND OF OPEN FOREIGN EXCHANGE TRANSACTIONS AND
     DERIVATIVE TRANSACTIONS

       BALANCE OF BANK-ACCOUNTS AS OF
                          30.09.2001

<TABLE>
<CAPTION>
                                              Account-No.  Currency  Credit-Line in EURO Amount in Currency        Amount in ATS
                                      ----------------------------------------------------------------------------------------------
<S>                                        <C>             <C>       <C>                 <C>                      <C>
                                HOVIS
                RAIFFEISENZENTRALBANK      170-50.718.584       USD         2,180,185.02        -847,527.02       -12,772,123.59
--------------------------------------------------------------------
                                             3-00.718.585       EUR                             -220,894.02        -3,039,568.03
--------------------------------------------------------------------
                                           270-50.718.584       USD         1,453,456.68        -765,658.66       -11,538,377.90
--------------------------------------------------------------------
                                            70-50.718.584       USD           570,921.35        -548,800.62        -8,270,355.02
--------------------------------------------------------------------
                                            73-50.718.584       CHF                               -3,512.31           -32,741.98
--------------------------------------------------------------------
                                             2-00.718.585       EUR                               32,488.21           447,047.91
--------------------------------------------------------------------
                                             4-00.718.585       EUR                                    0.00                 0.01
--------------------------------------------------------------------
                                           370-50.718.584       USD                              249,285.78         3,756,704.76
--------------------------------------------------------------------
                                             5-00.718.585       EUR                               50,564.78           695,787.33
--------------------------------------------------------------------
                                             6-00.718.585       EUR                                  502.19             6,910.29
--------------------------------------------------------------------
                                           470-50.718.584       USD                               46,144.54           695,392.31
--------------------------------------------------------------------
                                                                                         -------------------------------------------
                                                                                                                  -14,239,632.29
                                      -------------------------------                    -------------------------------------------
                         BANK AUSTRIA      157-100-098/00       EUR         2,180,185.00        -125,140.59        -1,721,972.59
                                           157-100-098/00       USD                           -1,928,517.64       -29,062,513.72
                                                                     ---------------------------------------------------------------
                                                                            2,180,185.00                          -30,784,486.31
                                      ----------------------------------------------------------------------------------------------
</TABLE>



(table continued)


<TABLE>
   Amount in EURO     ATS      EUR                                        Securities
-------------------------------------------------------------------------------------
   <S>                <C>      <C>         <C>

      -928,186.42                              Confirmed export L/Cs and assignement

      -220,894.02                                             of accounts receivable

      -838,526.62                                assignement of US Steel receivables

      -601,030.14                                    pledged goods/repayable if sold

        -2,379.45                                             blank bill of Exchange

        32,488.24

             0.00

       273,010.38

        50,564.84

           502.19

        50,536.13

--------------------------
    -1,034,834.44
--------------------------
      -125,140.63                                                          unsecured
    -2,112,055.24                                               no contract existing
--------------------------
    -2,237,195.87
--------------------------
</TABLE>
                                      N-2

<TABLE>
<S>                                         <C>                 <C>        <C>                <C>                 <C>
                        CA EISENSTADT          0963-66166       EUR        18,168,208.00      -1,345,788.32       -18,518,450.85
----------------------------------------------------------
                                               0963-66166       CHF                           -7,735,537.05       -72,111,178.42
----------------------------------------------------------
                                               0963-66166       USD                           -3,118,618.69       -46,997,184.05
----------------------------------------------------------
                                            0963-66166/02       EUR                                    0.00                 0.00
----------------------------------------------------------
                                            0963-66166/33       EUR                                    0.00                 0.00
----------------------------------------------------------
                                            0963-66166/66       EUR                                    0.00                 0.00
----------------------------------------------------------
                                            0963-66166/04       USD                              -18,861.11          -284,234.51
----------------------------------------------------------
                                            0963-66166/06       CHF                              -28,171.03          -262,612.17
----------------------------------------------------------
                                            0963-66166/69       USD                           -1,160,189.83       -17,483,912.08
----------------------------------------------------------
                                            0963-66166/69       EUR                              -32,627.20          -448,960.02
----------------------------------------------------------
                                            76196-919-765       EUR                            1,604,280.55        22,075,381.65
----------------------------------------------------------
                                            0004-24259/01       EUR                           -5,668,481.07       -78,000,000.07
                                                                    --------------------------------------------------------------
                                                                           18,168,208.00                         -212,031,150.52
                                      --------------------------------------------------------------------------------------------
                        OBERBANK LINZ         711 2285 69       ATS                               -1,937.66            -1,937.66
                                      -------------------------------                    ----------------------------------------
                 O VERKEHRSKREDITBANK                           ATS                                   -1.65                -1.65
                                      -------------------------------                    ----------------------------------------
                     SOCIETE GENERALE       10142 299 900       EUR                                 -714.59            -9,833.03
--------------------------------------                    ----------
                                            10142 299 800       USD                                 -129.23            -2,070.08
--------------------------------------
                                                                                                            ----------------------
                                                                                                                      -11,903.11
                                                                    --------------------------------------------------------------
                 BANK F.TIROL U VLBG.          130-033342       ATS           385,166.02         -70,619.00           -70,619.00
                                               330-043534       EUR                                7,308.06           100,561.15
--------------------------------------
                                               330-604905       USD                             -307,838.10        -4,639,080.72
                                                                     -------------------------------------------------------------
                                                                              385,166.02                           -4,609,138.57
                                      --------------------------------------------------------------------------------------------
</TABLE>

(table continued)

<TABLE>
     <S>             <C>         <C>       <C>
      -1,345,788.31    93.3      6.8                               assigned receivable

      -5,240,523.71   118.7      8.6                              used but not secured

      -3,415,418.56    16.0      1.2        pledge of goods (est.pulp value ATS 5 Mio)

               0.00    12.0      0.9                        IPU Jurriaan Hovis private

               0.00    20.5      1.5                  Guarantee Jurriaan Hovis private

               0.00     1.0      0.1                                     Mr.Hovis sen.

         -20,656.13                                                   Bill of Exchange

         -19,084.77

      -1,270,605.44

         -32,627.20

       1,604,280.55

      -5,668,481.07
--------------------
     -15,408,904.64
--------------------
            -140.82
                                     --------------------------------------------------
              -0.12                                               Guarantee Hovis GmbH
                                     --------------------------------------------------
            -714.59

            -150.44

--------------------
            -865.03
--------------------                 --------------------------------------------------
          -5,132.08                                                      pledged goods
           7,308.06                                                   Bill of exchange

        -337,135.14                                  Guarantee  Jurriaan Hovis private
--------------------
        -334,959.16
--------------------
</TABLE>



<PAGE>


                                      N-3

<TABLE>
<S>                                    <C>                      <C>           <C>            <C>                  <C>
                                                                    --------------------------------------------------------------
               ALLG.SPARKASSE OO,WIEN         4000-005797       ATS           872,074.00        -215,158.84          -215,158.84

                                              0043-224328       ATS                          -12,000,000.00       -12,000,000.00
--------------------------------------
                                              4006-900058       ATS                            6,000,000.00         6,000,000.00
--------------------------------------
                                                                     -------------------------------------------------------------
                                                                              872,074.00                           -6,215,158.84
                                      --------------------------------------------------------------------------------------------

                                                                    ---------------------
                             PSK BANK           9.702.378       ATS                               -1,468.99            -1,468.99

                                      -------------------------------                    ----------------------------------------
                   CASSA DI RISPARMIO        2091-5017657       USD                                    0.00                -0.01
                                             2091-5017657       DEM                                    0.00                 0.14
--------------------------------------
                                                401230/27       DEM                               33,723.12           464,040.35
                                      -------------------------------                                       ----------------------

                      BANCA DI NAPOLI           055 00359       EUR                                  399.42             5,496.26
--------------------------------------

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

                        BANQUE RIVAUD      0100 295 91 82       FRF                               -3,481.85            -7,304.06
--------------------------------------
                                                   Spesen       EUR                                  348.87             4,800.55
--------------------------------------
                                                                                         -----------------------------------------
                                                                                                  -3,132.98            -2,503.51
                                      -------------------------------                    -----------------------------------------

            BAQUE CANTONALE DE GENEVE        T 3247.08.62       USD                             -286,759.90        -4,321,434.95
--------------------------------------
                                             T 3247.08.63       EUR                               72,996.12         1,004,448.31
--------------------------------------
                                                                                                            ----------------------
                                                                                                                   -3,316,986.64

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

                    BNP PARIBAS (UEB)           79527/1 F       USD         5,813,826.73         143,676.19         2,165,181.77
--------------------------------------
                                               79527/50 J       USD
--------------------------------------
</TABLE>

(table continued)

<TABLE>
<S>                     <C>      <C>           <C>
--------------------                 --------------------------------------------------
         -15,636.20     6.0      0.4                                           Deposit

        -872,074.01                            blank bill of exchange max 12.0 Mio ATS

         436,037.01                                        aval Jurriaan Hovis private

--------------------
        -451,673.21
--------------------

                                     --------------------------------------------------
            -106.76

                                     --------------------------------------------------
              -0.00
               0.01

          33,723.13
--------------------                 --------------------------------------------------

             399.43


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

            -530.81

             348.87

--------------------
            -181.94
--------------------

        -314,050.93                                            on a case by case basis

          72,996.11                                              L/C assigned and paid

--------------------
        -241,054.82

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

         157,349.90                                           Structured Trade Finance

               0.00
</TABLE>



<PAGE>

                                      N-4
<TABLE>
<S>                                          <C>                <C>         <C>               <C>                  <C>

                                                  59527-3       EUR                                1,639.92            22,565.69
--------------------------------------
                                                                     --------------------                   ---------------------
                                                                            5,813,826.73                            2,187,747.46
                                      ---------------------------------------------------                   ---------------------
                                  UBS       247-540269.60       USD                                2,972.13            44,657.57
                                            247-540269.61       EUR                                  -34.41              -473.48
--------------------------------------
                                                                                                            ---------------------
                                                                                                                       44,184.09
                                      -------------------------------                                       ---------------------
             AARGAUISCHE KANTONALBANK        16126.711.54       EUR                                  -26.59              -365.93
                                             16126.712.45       USD                                 -570.80            -8,601.88
--------------------------------------
                                                                                                            ---------------------
                                                                                                                       -8,967.81

                                      -------------------------------                                       ---------------------
                        BANQUE UNEXIM        10.300.808-0       EUR                                    0.00          just opened
                                                                USD                                    0.00          just opened
                                      -------------------------------                    ----------------------------------------

                      MEDIO FACTORING                           EUR         7,267,283.41      -3,851,660.00        -3,851,660.00

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



</TABLE>

(table continued)

<TABLE>
<S>                         <C>

            1,639.91             on a case by case basis

---------------------
          158,989.81
---------------------
            3,245.39
              -34.41

---------------------
            3,210.98
---------------------
              -26.59
             -625.12

---------------------
             -651.72

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


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

       -3,851,660.00        100 % Non-recourse Factoring
                                 as of 25.September 2001
                         --------------------------------
                                                       3

      -23,365,905.16
</TABLE>


<PAGE>


                                      N-5

<TABLE>
<CAPTION>
   BALANCE OF BANK-ACCOUNTS PER                                                                      USD-Exchange Rate
                     30.09.2001
                                        Account-No.    Currency  lt.BH Konto   Kredit-Line in EUR   Amount in Currency
---------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>            <C>        <C>           <C>                  <C>

                       JH TRADE

                     ERSTE BANK        320513-42718         USD        32751         3,633,641.70            15,442.14
----------------------------------------------------------------
                                        19053112202         USD        32752                               -553,680.00
----------------------------------------------------------------
                                       300010-46068         EUR        32753                               -848,870.44
---------------------------------------------------------------------------------------------------------------------------
                                                                                     3,633,641.70
---------------------------------------------------------------------------------------------------------------------------

                    GLOBAL BULK
                   BANK AUSTRIA         149-176-904         EUR        32358         3,633,641.70        -3,519,999.70
----------------------------------------------------------------
                                        664-168-403         EUR        32356                                -41,837.46
----------------------------------------------------------------
                                        644-168-411         EUR        32355                                 17,444.10
----------------------------------------------------------------
                                        664-168-403         USD        32352                                     42.23
---------------------------------------------------------------------------------------------------------------------------
                                                                                     3,633,641.70
---------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------

                  IC MANAGEMENT
          RAIFFEISENZENTRALBANK       70-50.649.904         USD        32501         5,813,826.73        -1,064,624.56
----------------------------------------------------------------
                                       2-00.649.905         EUR        32503                             -2,224,625.34
----------------------------------------------------------------
                   BANK AUSTRIA         644 164 113         EUR        28013                                    160.48
---------------------------------------------------------------------------------------------------------------------------
                                                                                     5,813,826.73
---------------------------------------------------------------------------------------------------------------------------


                          TOTAL

</TABLE>

(table continued)


<TABLE>
<CAPTION>
         0.9131       per 30.9.01

  Amount in ATS    Amount in EURO                                 Securities
-----------------------------------------------------------------------------
  <S>              <C>                    <C>



     232,711.07         16,911.77               assigned accounts receivable

  -8,343,886.65       -606,373.89

 -11,680,711.92       -848,870.44          bill of exchange, aval Hovis GmbH
------------------------------------------
 -19,791,887.50     -1,438,332.56
------------------------------------------


 -48,436,251.88     -3,519,999.70               assigned accounts receivable

    -575,696.17        -41,837.47

     240,036.05         17,444.10          bill of exchange, aval Hovis GmbH

         636.40             46.25
------------------------------------------
 -48,771,275.60     -3,544,346.82
------------------------------------------
----------------------------------------------------------------------------


 -16,043,755.70     -1,165,945.20               assigned accounts receivable

 -30,611,511.98     -2,224,625.33                           bill of exchange

       2,208.31            160.48                       Guarantee Hovis GmbH
------------------------------------------
 -46,653,059.37     -3,390,410.05
------------------------------------------

                ------------------
                    -8,373,089.43
                ------------------

</TABLE>


<PAGE>

                                      N-6


<TABLE>
<CAPTION>
         BALANCE OF BANK-ACCOUNTS AS OF                                                                            USD-Exchange Rate
                              30.09.2001
                                                               Account-No.    Currency     Kredit-Line in EUR     Amount in Currency
------------------------------------------------------------------------------------------------------------------------------------
<S>                                             <C>                           <C>          <C>                    <C>
                                METALKO

                RAIFFEISENBANK TATABANYA        12028003-00254770-00100000         HUF             35 Mio HUF         -32,109,365.06
---------------------------------------------------------------------------
                                                                                   HUF            100 Mio HUF         -66,603,064.00
---------------------------------------------------------------------------
                                                12028003-00254770-00200000         DEM                                      1,100.00
---------------------------------------------------------------------------
                                                12025003-00254770-00900006         EUR                                        100.00
---------------------------------------------------------------------------
               KERESKEDELMI ES HITELBANK                 10200452-36013144         HUF                                    644,814.00
---------------------------------------------------------------------------

---------------------------------------------------------------------------
---------------------------------------------------------------------------            ---------------------------------------------
                                                                                                         0.00
---------------------------------------------------------------------------            ---------------------------------------------

                                  KOLMET

            RAIFFEISENBANK POLSKA/POZNAN         17501019-10.10.019486.000         PLN                                        844.72
---------------------------------------------------------------------------
                                                 17501019-10.10.019486.016         EUR                                          0.00
---------------------------------------------------------------------------
             WYCLAG Z RACHUNKU BANKOWEGO      10901418-2047834-128-00-0-99         PLN                                      5,067.58
---------------------------------------------------------------------------
                                             10901418-2047834-128-00-0-787         USD                                        427.75
---------------------------------------------------------------------------            ---------------------------------------------
                                                                                                         0.00
---------------------------------------------------------------------------            ---------------------------------------------

                                UNIMETAL

                         BANK GOSPODARKI                     84619-2701-11         PLN             25.000 USD                 274.05
---------------------------------------------------------------------------
                                                         84619-2701-12-787         USD                                        107.87
---------------------------------------------------------------------------
            BANK HANDLOWY W WARSZAWIE SA                          46335201         PLN                                        290.03
---------------------------------------------------------------------------            ---------------------------------------------
                                                                                                         0.00
------------------------------------------------------------------------------------------------------------------------------------

                            HOVIS POLAND

                   RAIFFEISENBANK KRAKAU        17501048-10.35.0215806.300         PLN                                     30,920.31
---------------------------------------------------------------------------
                         BANK GOSPODARKI                   91457-2701-1100         PLN                                    155,495.08
---------------------------------------------------------------------------            ---------------------------------------------
                                                                                                         0.00
---------------------------------------------------------------------------            ---------------------------------------------

---------------------------------------------------------------------------
                         S.C. SOMES S.A.
                                 BCR DEJ               Loan old Investment         ROL     -27,000,000,000.00     -27,000,000,000.00
---------------------------------------------------------------------------
                                                       Loan new Investment         ROL     -30,000,000,000.00     -30,000,000,000.00
---------------------------------------------------------------------------
</TABLE>

(table continued)

<TABLE>
<CAPTION>
            0.9131       per 30.9.01

     Amount in ATS    Amount in EURO                                          Securities
-----------------------------------------------------------------------------------------
<S>                   <C>                                  <C>


                         -124,672.36                                           unsecured

                         -258,602.46                       Factoring accounts receivable

                              562.42

                              100.00

                            2,503.65



---------------------------------------------------
              0.00       -380,108.75
---------------------------------------------------



                              218.39

                                0.00

                            1,310.13

                              468.46
---------------------------------------------------
              0.00          1,996.98
---------------------------------------------------



                               70.85                  Pledge on casting line of Mr.Budek

                              118.14

                               74.98
---------------------------------------------------
              0.00            263.97
-----------------------------------------------------------------------------------------



                            7,993.88

                           40,200.38
---------------------------------------------------
              0.00         48,194.26
---------------------------------------------------



                         -966,010.73                           mortgage on plant & equi.

                       -1,073,345.26                           mortgage on plant & equi.

</TABLE>


<PAGE>

                                      N-7

<TABLE>
<S>                                                           <C>                 <C>     <C>                      <C>

                                 BCR DEJ                        251.1-3.29         USD                                          0.00
---------------------------------------------------------------------------
                                                               2511.1-3.21         DEM                                      2,852.27
---------------------------------------------------------------------------
                                                               2511.1-3.25         ITL                                      5,370.68
---------------------------------------------------------------------------
                                                               2511.1-3.17         ATS                                      1,225.00
---------------------------------------------------------------------------
                                                                2511.1-3.1         ROL                              2,698,645,376.84
---------------------------------------------------------------------------
                                                               2511.1-3.21         EUR                                     76,805.32
---------------------------------------------------------------------------
                                                                                   GBT                                          0.71
---------------------------------------------------------------------------
                                                                                   SEK                                         26.53
---------------------------------------------------------------------------
                                                                                   CHF                                          1.03
---------------------------------------------------------------------------
                      BANCA TRANSILVANIA                  2511000052523192         ROL                                263,480,543.00
---------------------------------------------------------------------------
                           BANC POST DEJ            262102.102131000076014         ROL                                  1,677,324.84
---------------------------------------------------------------------------
                                                                                   DEM                                          6.01
---------------------------------------------------------------------------
                                                                                   ITL                                      2,533.00
---------------------------------------------------------------------------
                                                 251101.202131000076013516         EUR                                         15.46
---------------------------------------------------------------------------
                              BRD GHERLA                           2511009         ROL                                 78,919,389.24
---------------------------------------------------------------------------
                                                                   2511002         USD                                          7.00
---------------------------------------------------------------------------
                    EXMIN BANK BUCARESTI                                           ROL                                    333,133.00
---------------------------------------------------------------------------
                           TREZOREIA DEJ                                           ROL                                 66,797,891.66
---------------------------------------------------------------------------
                         EXMIN BANK CLUJ              25111131000001301711         ROL                                  1,210,980.00
---------------------------------------------------------------------------            ---------------------------------------------
                                                                                           -57,000,000,000.00
------------------------------------------------------------------------------------------------------------------------------------

                                HOVIS CZ

---------------------------------------------------------------------------
                   RAIFFEISEN BANK PRAHA                        1011002954         CZK                                    390,515.10
---------------------------------------------------------------------------
                                                                1011004853         EUR                                        677.90
---------------------------------------------------------------------------            ---------------------------------------------
                                                                                                         0.00
---------------------------------------------------------------------------            ---------------------------------------------

                                 IBT-TOB

                                         ----------------------------------
                                                            26003246189025         EUR                                          0.26
                                         ----------------------------------
                KOMMERZBANK "PRIVATBANK"                    26002246189004         UAH            -40.000 DEM              17,403.15
---------------------------------------------------------------------------            ---------------------------------------------
                                                                                                         0.00
---------------------------------------------------------------------------            ---------------------------------------------

                       BAUXITE MINING AG

                                         ----------------------------------
              RAIFFEISENZENTRALBANK WIEN                      1-00.686.261         EUR                                     71,819.19
---------------------------------------------------------------------------
---------------------------------------------------------------------------            ---------------------------------------------
                                                                                                         0.00
---------------------------------------------------------------------------            ---------------------------------------------



</TABLE>

(table continued)


<TABLE>
<S>                <C>                              <C>

                                0.00

                            1,458.34

                                2.77

                               89.02

                           96,552.61

                           76,805.32

                                1.14

                                2.72

                                0.70

                            9,426.85

                               60.01

                                3.07

                                1.31

                               15.46

                            2,823.59

                                7.67

                               11.92

                            2,389.91

                               43.33
                  --------------------------------
              0.00     -1,849,660.25
-----------------------------------------------------------------------------------------




                           11,499.27

                               19.96
---------------------------------------------------
              0.00         11,519.23
---------------------------------------------------




                                0.26

                            3,265.00                            Deposit from Mr.Rumancik
---------------------------------------------------
              0.00          3,265.26
---------------------------------------------------




                           71,819.19

---------------------------------------------------
              0.00         71,819.19
---------------------------------------------------
</TABLE>

<PAGE>



                                      N-8


<TABLE>
<S>                                                 <C>                         <C>            <C>                     <C>

   GUJARAT MINING MINERALS IMPEX PVT.LTD
                              ICICI Bank                             05/57          RS                                     59,401.00
---------------------------------------------------------------------------
                State Bank of Saurashtra                           C&I/106          RS                                      9,351.00
---------------------------------------------------------------------------            ---------------------------------------------
                                                                                                         0.00
---------------------------------------------------------------------------            ---------------------------------------------

                  HALLMARK HOVIS PVT.LTD will be mailed by the 18.10.2001
         THE COSMOS COOPERATIVE BANK LTD
---------------------------------------------------------------------------

---------------------------------------------------------------------------            ---------------------------------------------
                                                                                                         0.00
---------------------------------------------------------------------------            ---------------------------------------------

                     ALUMINUM HOV S.R.L.

                                         ----------------------------------
                             BCR SUD DEJ                     2511.1-8581.1         ROL                                 21,780,107.00
---------------------------------------------------------------------------            ---------------------------------------------
                                                                                                         0.00
---------------------------------------------------------------------------            ---------------------------------------------


                      ALUMETAL SP.Z.O.O.

                                         ----------------------------------
                        SOCIETE GENERALE                              Loan         PLN          -1,000,000.00          -1,000,000.00
---------------------------------------------------------------------------
                                                               11950008130         USD                                          0.00
                                         ----------------------------------
                                                               11950008101         PLN                                    176,500.77
---------------------------------------------------------------------------
                                                               11950008190         EUR                                     82,939.61
---------------------------------------------------------------------------
               BANK PRZEMYSLOWO-HANDLOWY             10601116-380000035519         EUR                                     81,245.21
---------------------------------------------------------------------------
                                                     10601116-380000035506         USD                                     20,319.64
---------------------------------------------------------------------------
                                                     10601116-320000553437         PLN                                      2,864.14
---------------------------------------------------------------------------
                             BANK SLASKI                              Loan         USD          -1,300,000.00          -1,300,000.00
---------------------------------------------------------------------------
                                                 Loan blocked and not used         USD          -1,000,000.00                   0.00
---------------------------------------------------------------------------
                                                                2228188583         PLN                                     28,548.55
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                -3,300,000.00
------------------------------------------------------------------------------------------------------------------------------------



                                                                     TOTAL


</TABLE>

(table continued)

<TABLE>
<S>                      <C>                               <C>


                            1,354.02

                              213.15
---------------------------------------------------
              0.00          1,567.18
---------------------------------------------------





---------------------------------------------------
              0.00              0.00
---------------------------------------------------




                              779.25
---------------------------------------------------
              0.00            779.25
---------------------------------------------------
                   ------------------




                         -258,531.54                         assigned account receivable

                                0.00

                           45,631.02

                           82,939.61

                           81,245.21

                           22,253.47

                              740.47

                       -1,423,721.39                      Scrap Inventory balance unsec.

                                0.00

                            7,380.70
---------------------------------------------------
              0.00     -1,442,062.46
---------------------------------------------------


                   ------------------
                       -3,532,426.15
                   ------------------

</TABLE>


<PAGE>


                                   SCHEDULE O
     LIST OF LOANS AND GUARANTEES FROM THIRD PARTIES TO OR FOR HOVIS OR ANY
     MEMBER OF THE HOVIS GROUP, INCLUDING FROM THE HOVIS STOCKHOLDERS, OTHER
     THAN CREDIT AND LOAN FACILITIES LISTED IN SCHEDULE "G"

As of 30.September 2001

Hovis GmbH.:

LOAN from HOVIS GMBH. TO JURRIAAN HOVIS  EUR 181.682,09
GUARANTEE (Bid Bond) by RAIFFEISEN ZENTRALBANK OSTERREICH AG for Hovis GmbH. to
OIL & NATURAL GAS CORP, India, USD 5.600,-- valid until 21.11.2001 (Goods:
Proppants)

GUARANTEE (Bid Bond) by RAIFFEISEN ZENTRALBANK OSTERREICH AG for
Hovis GmbH. to BERHANENA, Ethiopia, USD 8.316,-- valid until 1.1.2002 (Goods:
Paper)

GUARANTEE (Bid Bond) by RAIFFEISEN ZENTRALBANK OSTERREICH AG for Hovis GmbH. to
ETHIOPIAN PULP & PAPER SC, Ethiopia, USD 11.660,-- valid until 26.11.2001
(Goods: Pulp) GUARANTEE (Dodumentary Guarantee) by RAIFFEISEN ZENTRALBANK
OSTERREICH AG for Hovis GmbH. to TECHNOSTEEL (MAGNITOGORSK), Germany, USD
26.000,-- valid until 21.10.2001 (Goods: Steel)

GUARANTEE by CREDITANSTALT AG for Hovis GmbH. to MARTIN SCHWANZER (Rental fee
apartment Jurriaan Hovis) EUR 4.407.,61 valid until 25.8.2003

GUARANTEE by CREDITANSTALT AG for Hovis GmbH. to OSMIN PROJEKT AG (Rental fee
office Millennium Tower) EUR 50.582,30 valid until 31.12.2001

GUARANTEE by CREDITANSTALT AG for Hovis GmbH. to Hauptzollamt (Customs Office
Vienna) EUR 3.481,68 valid until further notice;

GUARANTEE by HOVIS GMBH. to ERSTE BANK AG. (loans to JH TRADE & FINANCIAL
SERVICES GMBH. based on assigned and insured accounts receivable - coverage
80%!Gerling Kreditversicherung) loan EUR 1,437.200,40 (up to max EUR
3,633.641,71) valid until existing outstanding loan;

GUARANTEE by HOVIS GMBH. to RAIFFEISEN ZENTRALBANK OSTERREICH AG (loans to IC
Managementservices GmbH. based on assigned and insured accounts receivable -
coverage 80%!Osterr.Kreditversicherungs AG) loan EUR 3,363.724,80 (up to max.
EUR 5,813.826,73) valid until existing outstanding loan;

GUARANTEE by HOVIS GMBH. to BANK AUSTRIA AG (LOANS TO GLOBAL BULK TRANSPORT
GMBH. BASED ON ASSIGNED AND INSURED ACCOUNTS RECEIVABLE - coverage 80%! Gothaer
Versicherung) loan EUR 3,544.393,07 (up to max. EUR 3,633.641,71) valid until
existing outstanding loan;

GUARANTEE by HOVIS GMBH. to RAIFFEISEN ZENTRALBANK OSTERREICH AG (LOANS TO FS
FINANCIAL SERVICES GMBH. BASED ON ASSIGNED AND INSURED ACCOUNTS RECEIVABLE -
coverage 90%!Osterreichische Kontrollbank AG) loan EUR 1,132.608,51 valid until
existing outstanding loan;

GUARANTEE (Performance an Payment) by HOVIS GMBH. to MEDIOFACTORING (FACTORING
WITHOUT RECOURSE TO FS FINANCIAL SERVICES GMBH. BASED ON ASSIGNED AND INSURED
ACCOUNTS RECEIVABLE - coverage 100%! Prisma Kreditversicherungs AG15% and
MedioFactoring 85%) up to EUR 2,556.459,41 valid until existing outstanding
loan;


<PAGE>

                                      O-2




GUARANTEE (Payment) by HOVIS GMBH. to US STEEL, SK-KOSICE FOR HOVIS & DILTA, SK
valid for shipments of steel to Hovis & Dilta in 2001; as of
30.9.2001 outstanding amount SKK 14,981.251,60 = EUR 343.443,15 (up to max.
turnover in 2001 SKK 319,000.000 = appx. EUR 7,3 mio; 60 days payment term!);

GUARANTEE (Payment) by HOVIS GMBH. to RAIFFEISEN - LEASING S.R.O., CZ-PRAHA
(LEASING TO ALFUN S.R.O.) EUR 148.132,10 valid until 30.9.2003;

IC-Managementservice GmbH.:

Car-Leasing to Mihai Sfintescu, Residual Value due on 15.12.2001
       (DEM 10.205,80)  EUR 5.218,14




<PAGE>



                                   SCHEDULE P

                          ORGANIZATIONAL CHART OF HOVIS




                        [ORGANIZATIONAL CHART OF HOVIS]














<PAGE>


                                   SCHEDULE Q

          LIST OF PERSONS HAVING POWERS TO REPRESENT HOVIS, OTHER THAN THOSE
          LISTED IN THE FIRMENBUCH

                                      NONE


<PAGE>

                                   SCHEDULE R

                           LIST OF MATERIAL AGREEMENTS

Rent agreement, Millennium Tower

Trade Mark License agreement  - Neumuller

Matroz Contract (duration 3 years, begin 2001)

Working contract Mr. Schweikhardt (duration 5 years, began with 2000)

Working/commission contract Mr. Benea (Somes)

Working/commission contract Mrs. Baban (Somes)

Consultancy agreement  Mr. Gaweda (continuous prolongation each year)

Consultancy agreement Mr. Ishkov

Consultancy agreement Mr. Linscheid

Commission agreement - Mr. Kargl

Commission agreement - Mr. Sklenarik (steel team)

Insurance agreements as set out below:

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------
COMPANY                                   INSURANCE COMPANY       TYPE OF INSURANCE
------------------------------------------------------------------------------------------------------
<S>                                       <C>                     <C>
HOVIS GMBH                                Wr. Stadtische          Car insurance
------------------------------------------------------------------------------------------------------
                                          UNIQA                   Transport insurance
------------------------------------------------------------------------------------------------------
                                          Allianz                 Soll&Haben Vers. fur den Fachhandel
------------------------------------------------------------------------------------------------------
                                          Allianz                 Business liability insurance
------------------------------------------------------------------------------------------------------
                                          Prisma                  Loan insurance
------------------------------------------------------------------------------------------------------
                                          Chubb                   Consequential loss liability
                                                                  insurance
------------------------------------------------------------------------------------------------------
IC MANAGEMENTSERVICE GMBH                 OKV                     Export credit insurance
------------------------------------------------------------------------------------------------------
                                          UNIQA                   Transport insurance
------------------------------------------------------------------------------------------------------
                                          OKV                     Credit sale insurance
------------------------------------------------------------------------------------------------------
JH TRADE AND FINANCIAL SERVICES GMBH      Gerling                 Export credit insurance
------------------------------------------------------------------------------------------------------
                                          UNIQA                   Transport insurance
------------------------------------------------------------------------------------------------------
GLOBAL BULK TRANSPORT GMBH                Gothaer Credit          Credit sale insurance
------------------------------------------------------------------------------------------------------
                                          UNIQA                   Transport insurance
------------------------------------------------------------------------------------------------------
BAUXITE MINING AG                         UNIQA                   Transport insurance
------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>


                                      R-2



<TABLE>
<S>                                       <C>                     <C>
S.C. SOMES S.A.                           Omniasig S.A.           All Risk Insurance
------------------------------------------------------------------------------------------------------
ALUMETAL SP.Z.O.O.                        STU Hestia 40%          All Risk Insurance
------------------------------------------------------------------------------------------------------
                                          TUiR Warta 40%
------------------------------------------------------------------------------------------------------
                                          PZU 20%
------------------------------------------------------------------------------------------------------
                                          Energo-Asikuracja S.A.  Car insurance
------------------------------------------------------------------------------------------------------
                                          Energo-Asikuracja S.A.  Car insurance
------------------------------------------------------------------------------------------------------
                                          Energo-Asikuracja S.A.  Car insurance
------------------------------------------------------------------------------------------------------
                                          Energo-Asikuracja S.A.  Car insurance
------------------------------------------------------------------------------------------------------
                                          PZU                     Pension fund
------------------------------------------------------------------------------------------------------
                                          PZU                     Life insurance for employees
------------------------------------------------------------------------------------------------------
HOVIS POLAND SP.Z.O.O.                    PZU                     Office insurance
------------------------------------------------------------------------------------------------------
                                          PZU                     Car insurance
------------------------------------------------------------------------------------------------------
KOLMET SP.Z.O.O.                          Polonia                 Office insurance
------------------------------------------------------------------------------------------------------
                                                                  (inkl. Monitoring)
------------------------------------------------------------------------------------------------------
                                          Polonia                 All-Risk insurance
------------------------------------------------------------------------------------------------------
                                          Hestia                  Machinery insurance
------------------------------------------------------------------------------------------------------
S.C. HOVIS IMPEX - TRADING SRL.           Astra S.A.              Car insurance
------------------------------------------------------------------------------------------------------
                                          Astra S.A.              Office Equipment
------------------------------------------------------------------------------------------------------
METALKO KFT                               AXA Colonia             All Risk Insurance
------------------------------------------------------------------------------------------------------
                                          Generali-Providencia    Liability insurance
------------------------------------------------------------------------------------------------------
                                          Generali-Providencia    EDP insurance
------------------------------------------------------------------------------------------------------
HOVIS CZ SPOL.S.R.O.                      UNIQA                   Car insurance
------------------------------------------------------------------------------------------------------
</TABLE>

Leasing agreements as set out below:

<TABLE>
<CAPTION>
HOVIS GMBH VIENNA:
LEASING AGREEMENTS
<S>                                                  <C>
         WITH                                        FOR

GE Capital Bank                                      Ford Scorpio GL 2,3
BMW Leasing                                          BMW 521 i
Ford Bank                                            Ford Mondeo Ghia Traveller
Ford Bank                                            Ford Mondeo Edition 1,8TD
Raiffeisen Leasing                                   Renault Safra V6



HOVIS ZILINA:
LEASING AGREEMENT

         WITH                                        FOR

Tatra Leasing                                        Scoda Octavia 1,9 TDI



HOVIS GMBH VIENNA:         (MIETKAUF!!!!!!)
LEASING AGREEMENT

         WITH                                        FOR
</TABLE>


                                      R-3

<TABLE>
<S>                                                  <C>
Bank Austria Creditanstalt

Mobilien                                             Leasing GmbH 1 Kompressor
                                                     GA 250-7,5 CE 380-415/50 1
                                                     Adsorptionstrockner BD 780
                                                     400/50 CE 1 Vorfilter DD
                                                     900 F CE 1 Mikrofilter PD
                                                     900 F CE (S.C.Somes S.A.)

HOVIS POLAND KRAKOW

LEASING AGREEMENT

         WITH                                        FOR

Raiffeisen Leasing                                   Ford Focus
Raiffeisen Leasing                                   Ford Galaxi

KOLMET

LEASING AGREEMENT

         WITH                                        FOR

LG Leasing Polska Sp.z.o.o.                          2 Forklifts

METALKO

LEASING AGREEMENT

         WITH                                        FOR


BS Targo Kft                                         Forklift Hercu D 30
</TABLE>