IDUN HEALTH CARE LIMITED

                         PROFORMA FINANCIAL STATEMENTS
            FOR THE TWO YEARS ENDED 31 MARCH 1999 AND 31 MARCH 1998






         CONTENTS                                                  PAGE

         Definitions and background                                  1


         Report of Independent Accountant                            2


         Proforma Combined Profit and Loss Account                   4


         Proforma Combined Balance Sheet                             5


         Proforma Combined Cash Flow Statement                       6


         Notes to the Proforma Financial Statements                  7



<PAGE>

         IDUN HEALTH CARE LIMITED
         DEFINITIONS

         BACKGROUND

         On 29 October 1999, 48 care home operating  companies owned by Tamaris
         plc ("Tamaris") were acquired by Idun Health Care Limited ("Idun Health
         Care")(formerly Mixtop Limited).

         Of the 48 companies  acquired on 29 October  1999,  39  companies  were
         wholly owned by Tamaris at 31 March 1998, a further six companies  were
         incorporated  by  Tamaris  during  the year to 31 March  1999,  and one
         company was  incorporated  by Tamaris  after 31 March  1999,  before 29
         October 1999.

         For the purposes of SEC reporting only, the financial  statements of 47
         companies  have been combined as at 31 March 1999 and 39 companies
         owned by Tamaris at 31 March 1998, have been combined for comparative
         purposes.

         Idun Health Care Limited is a shell company wholly owned by Omega
         Worldwide, Inc. ("Omega") for  combining the 48 care home operating
         companies within one entity. Omega is now the ultimate parent
         undertaking of the Group.  Idun Health Care was incorporated on 22
         October 1999, and commenced trading on 29 October 1999.


       "Proforma Financial Statements"   The combined results, and balance
                                         sheets of the Group for the two years
                                         ended 31 March 1999.


       "Group"                           The 48 companies acquired by Idun on
                                         29 October 1999 (1998: 39 companies)


       "Combination"                     The combined results and balance sheets
                                         of the group.  Idun was not a statutory
                                         entity or parent undertaking at
                                         31 March 1999.  Hence, it is not
                                         appropriate to prepare consolidated
                                         financial statements within the normal
                                         meaning of the term.

                                         The financial statements have been
                                         prepared for SEC reporting purposes.



                                       1
<PAGE>

            REPORT OF INDEPENDENT  ACCOUNTANT TO THE  SHAREHOLDERS OF IDUN
            HEALTH CARE LIMITED

            To the Shareholders of the Idun Health Care Limited

            We have audited the  proforma  combined  balance  sheets of the Idun
            companies  as at 31 March 1999 and 31 March  1998,  and the  related
            proforma  combined  profit and loss  accounts and proforma  combined
            cashflow  statements  for the two years ended 31 March  1999,  which
            together  with  the  accompanying   notes  constitute  the  proforma
            combined financial statements on pages 3 to 31.

            The proforma  combined  financial  statements  have been prepared in
            accordance  with  the  accounting  policies  set  out in  note 1. In
            particular,  we draw your attention to the basis of the  combination
            of these proforma combined financial statements.

            Directors' responsibilities for the financial statements

            The Directors are  responsible  for preparing the proforma  combined
            financial statements.  In preparing those statements,  the directors
            are required to:

                     select suitable accounting policies and then apply them
                     consistently;

                     make judgements and estimates that are reasonable and
                     prudent;

                     state whether  applicable  accounting  standards  have been
                     followed,  subject to any material departures disclosed and
                     explained in the proforma combined financial statements.

            The Directors are responsible for keeping proper accounting records,
            for safeguarding  the assets of the Group and for taking  reasonable
            steps  for  the   prevention   and  detection  of  fraud  and  other
            irregularities.

            Respective responsibilities of directors and auditors

            The  Company's  Directors are  responsible  for the  preparation  of
            proforma combined financial statements.  It is our responsibility to
            form an independent opinion, based on our audit, on those statements
            and to report our opinion to you.

            Basis of opinion

            We  conducted  our  audit  in  accordance  with  Auditing  Standards
            generally  accepted in the United Kingdom and the United States.  An
            audit includes examination, on a test basis, of evidence relevant to
            the amounts  and  disclosures  in the  proforma  combined  financial
            statements.  It  also  includes  an  assessment  of the  significant
            estimates and judgements made by the Directors in the preparation of
            the  proforma  combined  financial  statements,  and of whether  the
            accounting   policies   are   appropriate   to  the   circumstances,
            consistently applied and adequately disclosed.

                                       2
<PAGE>

            We  planned  and  performed  our  audit  so as  to  obtain  all  the
            information and explanations which we considered  necessary in order
            to provide us with sufficient evidence to give reasonable  assurance
            that the financial  statements are free from material  misstatement,
            whether caused by fraud or other  irregularity  or error. In forming
            our  opinion  we  also   evaluated  the  overall   adequacy  of  the
            presentation of information in the financial statements.

            Going concern

            In forming  our  opinion,  we have  considered  the  adequacy of the
            disclosures  made in note  1a) of the  proforma  combined  financial
            statements  concerning  the going  concern  assumption.  Immediately
            after acquisition,  Omega Worldwide,  Inc. advanced (pound)8 million
            to the  Group  for the  settlement  of short  term  liabilities  and
            working capital. On the basis of the Directors' current projections,
            the Board does not  believe  that the  Group will  require more than
            (pound)1 million of additional funds for the foreseeable  future. It
            is the opinion of the Directors of Idun Health Care Limited that the
            Group,  in order to continue as a going  concern,  is reliant on the
            continued support of Omega Worldwide, Inc., the ultimate controlling
            party of the Group. In view of the  significance of this uncertainty
            we consider it should be drawn to your attention, but our opinion is
            not qualified in this respect.

            Related party transactions

            In forming our opinion,  we have considered the disclosures  made in
            note  29  of  the   financial   statements   which  sets  out  those
            transactions  which the  Directors  of Idun Health Care Limited have
            identified  between the Idun companies and related parties.  In view
            of the  significance  of these  transactions  we consider  that they
            should be drawn to your attention,  but our opinion is not qualified
            in this respect.

            Opinion

            In our opinion the proforma combined financial  statements have been
            properly  prepared in accordance  with the basis of preparation  and
            the accounting policies set out in note 1.

            United  Kingdom  accounting  standards  vary  in  certain  important
            respects from accounting principles generally accepted in the United
            States.  The  application  of the  latter  would have  affected  the
            determination of consolidated net profit for the year ended 31 March
            1999  and  31  March  1998  and  the   determination  of  aggregated
            shareholders'  equity and  aggregated  financial  position  as at 31
            March  1999and 31 March 1998 to the extent  summarised in note 30 to
            the consolidated financial statements.



            /s/ Grant Thornton
            Grant Thornton
            registered auditors
            chartered accountants

            London
            24 DECEMBER 1999

                                       3
<PAGE>


IDUN HEALTH CARE LIMITED
PROFORMA COMBINED PROFIT AND LOSS ACCOUNT
FOR THE TWO YEARS ENDED 31 MARCH 1999 AND 1998

<TABLE>
<CAPTION>

                                        Notes                             1999                         1998
                                                  (pound)'000      (pound)'000     (pound)'000     (pound)'000
<S>                                        <C>         <C>               <C>            <C>             <C>

Turnover                                    2
  Continuing operations                                                 69,432                          33,938
  Acquisitions                                                           3,657                               -
                                                                         -----                          ------
                                                                        73,089                          33,938

Staff costs                                 5                          (40,520)                        (18,932)
Depreciation                                                            (1,044)                           (437)
Other operating charges                                               (286,556)                        (12,985)
                                                                      --------                         -------

Operating profit before
exceptional items                                                        2,869                           1,584

Other operating charges:
Exceptional items                           4                            (544)                               -

Operating profit                            3
  Continuing operations                                1,617                            1,584
  Acquisitions                                           708                                -
                                                       -----              ----           -----          ------
                                                                         2,325                           1,584

Net interest                                6                             (691)                           (235)
                                                                          ----                            ----

Profit on ordinary
activities before taxation                  2                            1,634                           1,349

Taxation                                    7                             (647)                           (351)
                                                                         -----               ----                            ----

Profit for the financial year                                              987                             998
                                                                           ===                             ===


</TABLE>


There  were no  recognised  gains  or  losses  other  than the  profit  for each
financial year.


The  accompanying  policies and notes form an integral  part of these  financial
statements.

                                       4
<PAGE>



IDUN HEALTH CARE LIMITED
PROFORMA COMBINED BALANCE SHEETS AT 31 MARCH 1999 AND 1998

<TABLE>
<CAPTION>


                                                                                   Notes            1999            1998
                                                                                             (pound)'000     (pound)'000
            <S>                                                                      <C>           <C>             <C>
            Fixed assets
            Tangible assets                                                            9          11,845          16,556
            Intangible assets                                                          8             100               -
                                                                                       -           -----           -----

                                                                                                  11,945          16,556
                                                                                                  ------          ------


            Current assets
            Debtors: amounts falling due after more than one year                     11           7,665           7,639
            Debtors                                                                   10           6,739           5,986
            Cash at bank and on deposit                                               20           3,895           3,662
                                                                                                   -----           -----

                                                                                                  18,299          17,287
                                                                                                  ------          ------

            Creditors: amounts falling due within one year                            12        (17,479)        (21,712)

            Net current assets                                                                       820         (4,425)

            Total assets less current liabilities                                                 12,765          12,131

            Creditors: amounts falling due after more than one year                   13         (5,718)         (6,220)
                                                                                                 ------          ------

            Net assets                                                                             7,047           5,911
                                                                                                   =====           =====

            Capital and reserves
            Called up share capital                                                   17           6,327           6,178
            Share premium account                                                     18             875             875
            Other reserve                                                             18         (2,189)         (2,189)
            Profit and loss account                                                   18           2,034           1,047
                                                                                                   -----           -----


            Shareholders' funds                                                       19           7,047           5,911
                                                                                                   =====           =====

</TABLE>

         The financial statements were approved by the Board of Directors on 24
         December 1999


         James Flaherty              /s/ James Flaherty            )
                                                                   )
                                                                   ) Directors
                                                                   )
         Graeme Willis              /s/ Graeme Willis              )



The accompanying policies and notes form an integral part of these financial
statements.

                                       5
<PAGE>




IDUN HEALTH CARE LIMITED
PROFORMA COMBINED CASH FLOW STATEMENTS
FOR THE TWO YEARS ENDED 31 MARCH 1999 AND 1998
<TABLE>
<CAPTION>

                                                                              Notes       1999           1998
                                                                                       (pound)'000   (pound)'000
<S>                                                                             <C>         <C>           <C>

Net cash inflow/(outflow) from operating activities                              21         4,737       (4,647)
                                                                                            -----       ------
Returns on investments and servicing of finance
Interest paid                                                                               (873)         (459)
Interest element of hire purchase agreements                                                 (43)          (24)
Interest received                                                                             225           248
                                                                                              ---           ---

Net cash outflow from returns on
investments and servicing of finance                                                        (691)         (235)
                                                                                            ----          ----

Taxation
Tax paid                                                                                    (238)          (40)
                                                                                            ----           ---

Capital expenditure and financial investment
Payments to acquire tangible fixed assets                                                 (3,752)       (2,428)
Receipts from sales of tangible fixed assets (net of expenses)                              1,836            -
                                                                                            -----        -----

Net cash outflow from capital expenditure
and financial investment                                                                  (1,916)       (2,428)
                                                                                          ------        ------

Acquisitions and disposals                                                       25
Net cash taken over on purchase of subsidiary undertaking                                       -           273
Purchase of care home businesses (net of sale receipts)                                   (4,342)       (7,097)
                                                                                          ------        ------

Net cash outflow from acquisitions and disposals                                          (4,342)       (6,824)
                                                                                          ------        ------

Financing
Capital element of hire purchase agreements                                                 (209)          (70)
Receipts from borrowing                                                                     2,920         2,495
Repayment of borrowing                                                                      (473)          (22)
Net funding from former holding company                                                     1,074         8,907
                                                                                            -----         -----

Net cash inflow from financing                                                              3,312        12,310
                                                                                            -----        ------

Increase/(decrease) in cash                                                      22           862       (1,864)
                                                                                              ===       ======
</TABLE>

The accompanying accounting policies and notes form an integral part of these
financial statements.


                                       6
<PAGE>




         IDUN HEALTH CARE LIMITED
         NOTES TO THE PROFORMA FINANCIAL STATEMENTS
         FOR THE TWO YEARS ENDED 31 MARCH 1999 AND 1998

         1.  ACCOUNTING POLICIES

         a)        BASIS OF PREPARATION - GOING CONCERN

         The Directors have given due  consideration  to the  preparation of the
         proforma financial  statements on a going concern basis having reviewed
         the forecasts for the next 12 months from the date of approval of these
         proforma financial statements.  Immediately after acquisition, Omega
         Worldwide, Inc. advanced (pound)8 million to the Group for settlement
         of short term liabilities and working capital.  On the basis of the
         Directors' current projections, the Board does not believe that the
         Group will require more than (pound)1 million of additional funds
         for the foreseeable future.  It is the opinion of the Directors of Idun
         Health Care that the Group in order to continue as a going concern, is
         reliant upon the continued support of Omega Group the ultimate
         controlling party of the companies.

         Immediately following the acquisition, Omega paid (pound)8 million to
         settle overdue liabilities of the Group and to provide the Group with
         working capital.  Omega has given an undertaking to continue to support
         the Group for the foreseeable future.

         b)        ACCOUNTING CONVENTION

         The proforma combined financial statements are prepared in accordance
         with  applicable accounting  standards and under the historical cost
         convention, except that:

         Consolidation adjustments have not been made in respect of investments,
         share  capital  and  goodwill  on the ground  that Idun was not a legal
         entity as at 31 March 1999, nor was it the parent  undertaking as at 31
         March 1999.

         c)        ACCOUNTING STANDARDS

         The proforma financial statements have been prepared in accordance with
         applicable  accounting  standards in the United Kingdom.  The Group has
         adopted  Financial Reporting  Standards  No's 10 - 14 for the first
         time.  Other than for goodwill  the adoption of these  accounting
         policies has not lead to a change in accounting treatments used in
         earlier years.

         d)        BASIS OF COMBINATION

         These proforma financial statements combine the results of 47 companies
         as at 31 March 1999 acquired by Idun  Health  Care  Limited  on 29
         October  1999.  For  comparative purposes  these  financial  statements
         combine  the  results of the 39 companies  owned by  Tamaris as at
         31 March  1998.  There  were no disposals  of  companies  during the
         two years  ended 31 March 1999 and 1998.  An additional  company
         acquired by Omega on 29 October 1999 was not incorporated until after
         31 March 1999.

         The results of undertakings  acquired during the year are included from
         the  date of  acquisition.  On  acquisition  of a  company,  all of the
         company's assets and liabilities which exist at the date of acquisition
         are recorded at their fair values  reflecting  their  condition at that
         date. The effect of  transactions  between the Idun companies have been
         removed.  The  reserves and share capital of each  company  have been
         aggregated  at the balance  sheet date.  No adjustment to reserves or
         issued share capital has been made,  except where it is necessary to
         remove  pre-acquisition results.

         e)        TANGIBLE FIXED ASSETS

         Fixed assets are included at cost less depreciation.

         The  Group  capitalises,   as  short  leasehold  interests,  the  costs
         associated  with the  acquisition  of the operating  leases of the care
         home businesses that comprise the continuing ordinary activities of the
         Group.
                                       7
<PAGE>

         Proceeds of sale and leaseback  transactions  are shown net of disposal
         costs.  Consideration  paid for the  acquisition of a new home includes
         costs of acquisition of the home.




         ACCOUNTING POLICIES (CONTINUED)

         f)        DEPRECIATION

         Depreciation  is provided on the cost or  valuation  of tangible  fixed
         assets less estimated residual values over their estimated useful lives
         at the following annual rates:

         Freehold buildings                          50 years
         Short leasehold interests                   period of lease
         Plant, fixtures and fittings                5% - 15% on net book value
         Motor vehicles                              25% on cost

         Freehold  buildings,  short leasehold  interests and motor vehicles are
         assumed to have nil estimated residual value.


         g)        GOODWILL

         Purchased  goodwill is capitalised  and is amortised on a straight line
         basis over its estimated useful economic life as shown in note 8.

         Purchased  goodwill  first  accounted for in accounting  periods ending
         before 23 December 1998, the implementation date of Financial Reporting
         Standard  No 10,  was  eliminated  from  the  financial  statements  by
         immediate write-off on acquisition against reserves. Such goodwill will
         be charged or credited to the profit and loss account on the subsequent
         disposal of the business to which it relates.

         h)        HIRE PURCHASE AND LEASING CONTRACTS

         Assets  held under  finance  leases  and hire  purchase  contracts  are
         capitalised  in the balance  sheet and  depreciated  over their  useful
         lives. The interest  element of leasing payments  represents a constant
         proportion  of the capital  balance  outstanding  and is charged to the
         profit and loss account over the period of the agreement.

         All other leases are regarded as operating leases and the payments made
         under them are  charged  to the  profit and loss  account on a straight
         line basis over the lease term.

         i)        DEFERRED TAXATION

         Deferred  taxation is provided  to take  account of timing  differences
         between the  treatment of certain  items for accounts  purposes and for
         taxation  purposes,  only to the extent it is probable that a liability
         or  asset  will  crystallise  in  the  foreseeable  future.  Unprovided
         deferred tax is disclosed as a contingent liability.

         Debit  balances  arising  in  respect  of  advance  corporation  tax on
         dividends payable or proposed are carried forward to the extent
         that they are expected to be recoverable.

         j)        PENSION COSTS

         No Group or Company pension scheme exists other than the Group Personal
         Pension   Scheme,   which  was   established  on  1  January  1999  for
         participation by certain senior employees. Payments to the Scheme or to
         an  employee's  own  pension  scheme are charged to the profit and loss
         account when incurred.

         k)        TURNOVER

         Turnover represents the amount receivable for services provided.

         l)        SALE AND LEASEBACK TRANSACTIONS

         The companies recognise the profit on any sale and leaseback
         transactions on completion through operating profit.

                                       8
<PAGE>
2.       TURNOVER AND PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION

         The  Group's  turnover  and results  before  taxation  are  principally
         attributable to one activity, the provision and management of long term
         facilities  for  the  elderly  and  for  the  physically  and  mentally
         disabled.

         Turnover arises solely from activities within the United Kingdom.

         The amounts shown for  continuing  operations  include the following in
         respect of acquisitions:



                                                            1999
                                                        (pound)'000

                   Staff costs                             2,187
                   Depreciation                               19
                   Other operating charges                   743
                                                           -----
                                                           2,949
                                                           =====


3.       OPERATING PROFIT

         Operating profit is stated after charging:
<TABLE>
<CAPTION>

                                                                                            1999           1998
                                                                                        (pound)'000    (pound)'000
<S>                                                                                          <C>             <C>
Auditors' remuneration :
  Audit services                                                                             164             64
  Non audit services                                                                         157            139
  Less amounts capitalised on acquisitions                                                  (118)           (99)
Operating lease rentals: land and buildings                                               16,671          7,906
                                                                                          ======          =====
</TABLE>


         Included within the operating  profit is a profit on sale and leaseback
         transactions of (pound)532,000.

         4.  OTHER OPERATING CHARGES : EXCEPTIONAL ITEMS
<TABLE>
<CAPTION>


                                                                                                    1999                  1998
                                                                                                 (pound)'000          (pound)'000
           <S>                                                                                        <C>                    <C>

           (i)       Impairment of short leasehold interests                                       10,465                     -
           (ii)      Impairment of freehold care home assets                                          450                     -
           (iii)     Provision for profit related pay tax liability                                 1,000                     -
           (iv)      Waiver of amounts owed to Tamaris                                            (11,371)                    -
                                                                                                  -------                   ----
                                                                                                      544                      -
                                                                                                  =======                   ====

</TABLE>

                                       9

<PAGE>


         OTHER OPERATING CHARGES : EXCEPTIONAL ITEMS (CONTINUED)

         (i)       Impairment of short leasehold interests

         The care home operating  companies acquired by Idun Health Care Limited
         have written down the carrying value of short leasehold interests based
         on the cash flow  projections  of the companies  acquired by Idun on 29
         October 1999 (see note 9).

         (ii)      Impairment of freehold care home assets

         The Group's  freehold care home assets were valued on 8 January 1999 by
         Conrad   Ritblat   at   (pound)2,970,000   against  a  book  value  of
         (pound)3,420,000. The impairment provision represents the corresponding
         shortfall.

         (iii)     Provision of profit related pay tax liability

         On 29 October  1999,  Idun  acquired the share capital of 48 companies
         formerly  owned by Tamaris  plc. The break-up of the Tamaris group has
         resulted in an  overpayment of profit related pay through the scheme
         run by Tamaris for the year ended 31 March 1999.  The individual
         liabilities  fall on each company and are therefore  fully
         provided within these combined proforma financial statements.

         (iv)  Waiver  of  amounts  owed  to  Tamaris by the 48  care  home
         operating companies

         As part of the sale  agreement  between  Idun and  Tamaris  referred to
         above, all  inter-company  debt between the companies  acquired and the
         former holding company and its remaining  subsidiaries was waived on 29
         October 1999.


5.  STAFF COSTS



<TABLE>
<CAPTION>

                                                                                                     1999            1998
                                                                                               (pound)'000       (pound)'000
            <S>                                                                                     <C>              <C>
            Employee costs including directors' emoluments during the year were:
            Salaries and wages                                                                     38,117          17,914
            Social security costs                                                                   2,299           1,018
            Pension costs                                                                             104               -
                                                                                                   ------          -------
                                                                                                   40,520          18,932
                                                                                                   ======          ======

                                                                                                   Number          Number
            The average numbers of staff employed during the year were:
            Management and administration                                                             237             200
            Nursing and ancillary services                                                          5,180           2,413
                                                                                                    -----           -----
                                                                                                    5,417           2,613
                                                                                                    =====           =====

</TABLE>


                                       10
<PAGE>


         6.  NET INTEREST


<TABLE>
<CAPTION>

                                                                                                     1999            1998
                                                                                              (pound)'000     (pound)'000
            <S>                                                                                      <C>              <C>
            Interest payable:
            On bank loans and overdrafts                                                              681             253
            Hire purchase interest                                                                     43              24
            Other loan interest                                                                       192             206
                                                                                                      ---             ---

                                                                                                      916             483

            Interest receivable                                                                     (225)           (248)
                                                                                                    ----            ----

            Net interest payable                                                                      691             235
                                                                                                      ===             ===

</TABLE>




         7.  TAXATION ON ORDINARY ACTIVITIES

<TABLE>
<CAPTION>


                                                                                                     1999           1998
                                                                                              (pound)'000       (pound)'000
            <S>                                                                                     <C>              <C>

            The tax charge is based on the loss for the year and represents:

            Corporation tax at 31% (1998 - 31%)                                                      914             351
            Overprovision in respect of previous years                                              (267)             -
                                                                                                    ----             ---
                                                                                                     647             351
                                                                                                     ===             ===


</TABLE>



         The taxation charge for 1998 was reduced by rollover relief on property
         gains,  accelerated  capital  allowances,  loss relief and other timing
         differences.

                                       11
<PAGE>
         8.  INTANGIBLE FIXED ASSETS

<TABLE>
<CAPTION>
                                                                  Goodwill
                                                                (pound)'000
            <S>                                                      <C>

            Cost
            Additions                                                 100
                                                                      ---

            At 31 March 1999                                          100
                                                                      ---

            Amortisation
            Charge for the year                                         -
                                                                      ---

            At 31 March 1999                                            -
                                                                      ---

            Net book value
            At 31 March 1999                                          100
                                                                      ===


The goodwill arose on the acquisition of the Buchanan homes by Tamhealth Limited
on 9 December 1998 (see note 24).

</TABLE>


         9.  TANGIBLE FIXED ASSETS
<TABLE>
<CAPTION>



                                                  Freehold           Short           Plant
                                                  land and       leasehold        fixtures           Motor
                                                 buildings       interests    and fittings        vehicles           Total
                                               (pound)'000     (pound)'000     (pound)'000     (pound)'000     (pound)'000
            <S>                                      <C>              <C>            <C>             <C>             <C>

            Cost or valuation
            At 1 April 1998                          4,336           9,859           2,607             414          17,216
            Additions                                3,489           3,959           1,736              94           9,278
            Disposals                              (1,812)           (146)            (54)            (51)         (2,063)
                                                   ------            ----             ---             ---          ------

            At 31 March 1999                         6,013          13,672           4,289             457          24,431
               --       ----                         -----          ------           -----             ---          ------

            Depreciation
            At 1 April 1998                             44             102             453              61             660
            Provided in year                            38             542             355             109           1,044
            Impairment write
            down                                       450          10,465               -               -          10,915
            Disposals                                    -             (4)               -            (29)            (33)
                                                       ---            ---              ---             ---             ---

            At 31 March 1999                           532          11,105             808             141          12,586

            Net book value at
            31 March 1999                            5,481           2,567           3,481             316          11,845
            ==       ====                            =====           =====           =====             ===          ======

            Net book value at
            31 March 1998                            4,292           9,757           2,154             353          16,556
                                                     =====           =====           =====             ===          ======
</TABLE>
                                       12
<PAGE>

         TANGIBLE FIXED ASSETS (CONTINUED)
         Freehold land of (pound)836,000 is not depreciated.

         Under the new accounting  standard  Financial  Reporting Standard No 11
         'Impairment of fixed assets and goodwill',  the Directors have reviewed
         the carrying value of short leasehold interests for impairment.

         For the purpose of review of short  leasehold  interests the healthcare
         business has been split into two income  generating units ("IGU"),  one
         to be those care home businesses  where rent may be  renegotiated  with
         the lessor and the other being the remainder of homes in the Group.

         The cost of capital of an equally  risky  investment  is defined as the
         cost of capital of the parent undertaking.

         Based on cash flow  projections  for these IGU's and assuming  that the
         cost of  capital  of an  equally  risky  investment  would be 13%,  the
         directors  have  concluded  that a provision  of  (pound)10,465,000  is
         required for impairment.1

         The  freehold  care home assets were valued on 8 January 1999 by Conrad
         Ritblat at (pound)2,970,000  against a book value of  (pound)3,420,000.
         The impairment provision represents the corresponding shortfall.

         The net book value of assets in the table stated above include assets
         held under hire purchase agreements, as follows:


                                                    Plant
                                                   Fixtures          Motor
                                                  and fittings      Vehicles
                                                  (pounds)          (pounds)

         Net book value at 31 March 1999              171               235
                                                      ===               ===

         Net book value at 31 March 1998              101               176
                                                      ===               ===

         Depreciation provided in the year             19                60
                                                      ===               ===


         10. DEBTORS

                                                       1999           1998
                                                    (pound)'000  (pound)'000


            Trade debtors                             3,692          3,612
            Other debtors                             1,980          1,444
            Prepayments and accrued income            1,067            930
                                                      -----            ---
                                                      6,739          5,986
                                                     ======          =====



         Prepayments  include  costs  of  (pound)38,000  (1998 -  (pound)27,000)
         incurred on anticipated future care home acquisitions.

                                       13
<PAGE>


         11. DEBTORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR


                                                    1999           1998
                                                (pound)'000     (pound)'000

            Prepayments                             5,351          5,553
            Other debtors                           2,314          2,086
                                                    -----          -----
                                                    7,665          7,639
                                                    =====          =====



         Prepayments  relate to a forward  payment of rental costs which will be
         written off over the lease period of 30 years.

         Other debtors  relate to rent security  deposits which are not expected
         to be recovered  within a period of twenty years, as they are recovered
         at the end of the lease term.


         12. CREDITORS; AMOUNTS FALLING DUE WITHIN ONE YEAR



                                                          1999           1998
                                                     (pound)'000    (pound)'000


            Bank loans and overdrafts                    6,046          3,755
            Trade creditors                              1,771          1,378
            Corporation tax                              1,197            788
            Amounts due to Tamaris                           -         10,447
            Other taxes and social security costs        1,040            780
            Hire purchase agreements                       120            100
            Accruals and deferred income                 7,305          4,464
                                                         -----          -----
                                                        17,479         21,712
                                                        ======         ======


         Details  of  the  security  provided  for  bank  and  other  loans  and
         overdrafts are given in note 15.

         Amounts due under hire purchase agreements are secured on the assets to
         which they relate.

         Further  details of the repayment  periods of  borrowings  are given in
         note 14.

                                       14
<PAGE>


         13. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR


<TABLE>
<CAPTION>

                                                                                                      1999           1998
                                                                                                 (pound)'000      (pound)'000
           <S>                                                                                       <C>             <C>


            Bank loans                                                                               2,477          2,950
            Unsecured loan notes                                                                     3,000          3,000
            Unsecured loan                                                                              39             39
            Hire purchase agreements                                                                   202            231
                                                                                                     -----          -----
                                                                                                     5,718          6,220
                                                                                                     =====          =====

</TABLE>


         Details of the security  provided for bank and other loans,  overdrafts
         and guarantees are given in note 15.

         Amounts due under hire purchase agreements are secured on the assets to
         which they relate.

         Further  details of the repayment  periods of  borrowings  are given in
         note 14.


         14.  BORROWINGS AND FINANCIAL INSTRUMENTS

         Borrowings
<TABLE>
<CAPTION>

                                                                                                      1999           1998

                                                                                               (pound)'000    (pound)'000
            <S>                                                                                       <C>            <C>


            Within one year or on demand
            Hire purchase agreements                                                                   120            100
            Bank loans and overdrafts                                                                6,046          3,755

            After one and within two years
            Hire purchase agreements                                                                   108            136
            Bank loans                                                                                 508            508

            After two years and within five years
            Hire purchase agreements                                                                    94             94
            Bank loans                                                                               1,084          1,530
            Unsecured loan notes                                                                     3,000          3,000
            Unsecured loan                                                                              39             39

            After five years
            Bank loans                                                                                 885            913
                                                                                                    ------         ------
                                                                                                    11,884         10,075
                                                                                                    ======         ======

</TABLE>



                                       15
<PAGE>


         BORROWINGS AND FINANCIAL INSTRUMENTS (CONTINUED)

         Financial instruments

         The weighted average interest rate of fixed rate liabilities is 8.9%.

         The  weighted  average  period for which  interest  rates on fixed rate
         liabilities are fixed is three years.

         There are no financial liabilities on which no interest is paid.

         The benchmark rate where applicable,  for determining interest payments
         for the floating rate  financial  liabilities  is the London  Interbank
         Offered Rate ("LIBOR").

         Borrowing facilities

         The Group had no undrawn committed borrowing facilities available at 31
         March 1999.

         The  difference  between  book value and fair value of Group  financial
         instruments is not material.


         15. SECURED CREDITORS DISCLOSURE

         BARCLAYS BANK PLC

         i)       Barclays  Bank  had a  floating  charge  over the  assets  and
                  business of Lunan  House  Limited as its  security  for a loan
                  facility  of(pound)1,280,000.  The  period  remaining  for the
                  repayment  of the  Loan was 18  years  and  the  loan  carried
                  interest at 2.0% above London Interbank Offered Rate
                  ("LIBOR").  The indebtedness to Barclays at the year end was
                  (pound)1,225,000.

         ii)      Barclays Bank had a fixed and floating  charge over the assets
                  and business of Tamaris  (QCH)  Limited as security for a loan
                  facility of  (pound)2,200,000.  The period  remaining  for the
                  repayment of the loan was 4 years and carried interest at 2.0%
                  above  LIBOR.  Capital  repayments were  made  at  a  rate  of
                  (pound)110,000  per quarter.  The  indebtedness to Barclays at
                  the year end was (pound)1,760,000.

         iii)     Barclays Bank had a fixed and floating  charge over the assets
                  and  business of Tamaris Care  Properties  Limited as security
                  for  bridging   loan   facilities  of   (pound)1,700,000   and
                  (pound)1,220,000.  In  addition,  cash at bank and on  deposit
                  included (pound)450,000 on Treasurers Deposit which
                  represented part of the security for the bridging loan of
                  (pound)1,700,000.   Barclays indicated that they were
                  willing to convert the  (pound)1,700,000  facility into a term
                  loan upon  similar  terms to the Lunan  House  loan  disclosed
                  above.  The loans carried interest at 2.5% above the
                  Bank's base lending rate. The  indebtedness to Barclays at the
                  year end was (pound)2,920,000.

                                       16
<PAGE>


         SECURED CREDITORS DISCLOSURE (CONTINUED)

         Clydesdale Bank PLC

         i)       Tamaris  (Scotland)  Limited  had  an  overdraft  facility  of
                  (pound)250,000 which was repaid prior to the acquisition of
                  the Company by Idun.

         ii)      Clydesdale Bank had made available a guarantee  facility of up
                  to (pound)3,080,000 in relation to the unsecured loan notes of
                  (pound)3,000,000.  As at 31 March 1999 the Bank provided a
                  guarantee of (pound) 2,750,000.  This was secured by a cash
                  deposit of (pound)2,830,000 made with the Bank. It is included
                  under current assets but was not available for Group use
                  unless replaced by comparable security.

        Both  facilities  were secured by a fixed and  floating  charge over the
        assets of Tamaris (Scotland) Limited.


         16. PROVISION FOR LIABILITIES AND CHARGES

         The deferred  taxation not provided for in the financial  statements is
         set out  below and is  calculated  using tax rates of 31% for the Group
         (1998 - 31%).
<TABLE>
<CAPTION>

                                                                                                         Unprovided
                                                                                                     1999            1998
                                                                                              (pound)'000     (pound)'000
           <S>                                                                                      <C>               <C>


            Accelerated capital allowances                                                              -              43
            Other timing differences                                                                    -               -
                                                                                                      ---             ---
                                                                                                        -              43
            Less: Trading losses                                                                        -             (43)
                                                                                                      ---             ---
                                                                                                        -               -
                                                                                                     ====             ===
</TABLE>

         No  provision  has  been  made  for the  taxation  that  arises  on the
         chargeable  profits from the sale of Group properties in 1997, as it is
         the Directors'  intention to claim roll-over  relief on the acquisition
         of  replacement  assets.  The  estimated  amount of tax not provided is
         (pound)1,300,000 (1998 - (pound)1,300,000).


         17. CALLED UP SHARE CAPITAL

         Called up share capital  represents the aggregate  share capital of 47
         of the companies acquired by Idun.



                                       17
<PAGE>


         18. SHARE PREMIUM ACCOUNT AND RESERVES

<TABLE>
<CAPTION>
                                                                                     Share
                                                                                   premium                      Profit and
                                                                                   account   Other reserve     loss account
                                                                               (pound)'000   (pound)'000       (pound)'000
                    <S>                                                               <C>           <C>              <C>

            At 1 April 1998                                                            875         (2,189)           1,047
            Profit for the year                                         \                -              -              987
                                                                                       ---         ------              ---
            At 31 March 1999                                                           875         (2,189)           2,034
                                                                                       ===         ======            =====


</TABLE>


         Share premium account represents the aggregate share premium for the 47
         companies acquired by Idun.

         The Other reserve  represents a capital  reserve arising on acquisition
         of subsidiary companies in previous years.



         19. RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS
<TABLE>
<CAPTION>
                                                                                                      1999           1998
                                                                                                 (pound)'000     (pound)'000
            <S>                                                                                        <C>            <C>



            Retained profit for the financial year                                                     987            998
            New share capital                                                                          149              -
                                                                                                       ---            ---
                                                                                                     1,136            998

            Shareholders' funds at 1 April 1998                                                      5,911          4,913
                                                                                                     -----          -----
            Shareholders' funds at 31 March 1999                                                     7,047          5,911
                                                                                                     =====          =====
</TABLE>





         20. COMMITMENTS UNDER OPERATING LEASES

         The Group have  commitments  under operating  leases in respect of care
         home  properties  for payments of  (pound)19,600,000  in the year to 31
         March  2000  (1998 -  (pound)15,556,000).  The  leases  to which  these
         amounts relate all expire after more than five years.

                                       18
<PAGE>


         21. NET CASH INFLOW/(OUTFLOW) FROM OPERATING ACTIVITIES
<TABLE>
<CAPTION>




                                                                                                     1999            1998
                                                                                              (pound)'000     (pound)'000
<S>                                                                                                  <C>             <C>
            Operating profit before exceptional items                                               2,869           1,584
            Depreciation charges                                                                    1,044             437
            Increase in debtors                                                                      (802)         (2,493)
            Increase in creditors                                                                   1,626           1,378
            Lease rental paid in advance                                                                -          (5,553)
                                                                                                     ----          ------

            Net cash inflow/(outflow) from operating activities                                     4,737          (4,647)
                                                                                                    =====         ======
</TABLE>
            There is no cash flow effect from exceptional items.


         22.  RECONCILIATION OF NET CASHFLOW TO MOVEMENT IN DEBT
<TABLE>
<CAPTION>


                                                                                                     1999            1998
                                                                                              (pound)'000     (pound)'000
           <S>                                                                                       <C>            <C>


            Increase/(decrease) in cash in the year                                                   862         (1,864)
            Cash outflow from financing                                                           (2,238)         (2,403)
                                                                                                  ------          ------

            Change in net debt resulting from cash flows                                          (1,376)         (4,267)
            Inception of hire purchase agreements                                                   (200)           (343)
                                                                                                    ----            ----

            Movement in net debt in the year                                                      (1,576)         (4,610)

            Net debt at 1 April 1998                                                              (6,413)         (1,803)
                                                                                                  ------          ------

            Net debt at 31 March 1999                                                             (7,989)         (6,413)
                                                                                                  ======           =====


</TABLE>
                                       19
<PAGE>


         23. ANALYSIS OF CHANGES IN NET DEBT

<TABLE>
<CAPTION>


                                                                At 1 April                        Non-cash     At 31 March
                                                                   1998         Cash flow           items         1999.00
                                                               (pound)'000     (pound)'000     (pound)'000     (pound)'000
            <S>                                                       <C>             <C>              <C>            <C>


            Cash at bank and in hand                                   832            (217)              -            615
            Bank overdrafts                                         (3,247)            629               -         (2,618)
            Deposit guaranteeing loan notes                          2,830               -               -          2,830
            Deposit guaranteeing loan facility                           -             450               -            450
                                                                       ---             ---             ---            ---
                                                                       415             862               -          1,277

            Bank loans                                              (3,458)         (2,447)              -         (5,905)
            Hire purchase agreements                                  (331)            209            (200)          (322)
            Loan notes                                              (3,000)              -               -         (3,000)
            Other loans                                                (39)              -               -            (39)
                                                                       ---             ---             ---            ---

                                                                    (6,413)         (1,376)           (200)        (7,989)
                                                                    ======          ======            ====         ======


</TABLE>


         Non-cash items represent the inception of new hire purchase agreements.


         24. ACQUISITIONS

         During  the  year the  Tamaris  plc  acquired  a  number  of care  home
         businesses.  Details of the capitalised  values of each transaction are
         given  below.  In each case only the  business  and certain  assets and
         liabilities were acquired. In these circumstances,  it is not practical
         to provide  details of profits or losses for financial  periods  before
         acquisition.  Details of the  contribution  to and utilisation of Group
         cash flow is given at note 25.


                                       20
<PAGE>


         ACQUISITIONS (CONTINUED)

         ST CATHERINE'S NURSING HOME

         On 24 June 1998, Tameng Care Limited,  then a newly formed wholly owned
         subsidiary  of Tamaris,  acquired the  freehold  property,  related
         fixed assets and business of St.  Catherine's  Nursing Home, Bolton (63
         beds), for (pound)1,675,000 from D R and R E Walker.

         Immediately  following the acquisition Tameng Care Limited entered into
         an agreement with Tamaris Care  Properties  Limited for the sale of the
         freehold property for (pound)1,700,000 and its subsequent lease back on
         a 25 year operating lease on normal industry terms.  The initial annual
         rent  payable  is  (pound)170,000.  The  acquisition  by  Tamaris  Care
         Properties  Limited was financed by a bridging  facility  from Barclays
         Bank PLC of (pound)1,700,000.

         The assets acquired were as follows:

<TABLE>
<CAPTION>


                                                                      Book value
                                                                             and
                                                                      Fair value
                                                                     (pound)'000
            <S>                                                             <C>


            Purchase consideration                                        1,675
            Costs of acquisition                                             43
                                                                             --
            Net assets acquired                                           1,718
                                                                          -----
            Satisfied by:
            Bank loan                                                     1,700
            Cash                                                             18
                                                                             --
                                                                          1,718
                                                                          =====

</TABLE>



                                       21
<PAGE>


         ACQUISITIONS (CONTINUED)

         Beach Court Nursing Home

         On  6  November  1998,  Tamscot  Care  Limited,  then  a  wholly  owned
         subsidiary  of Tamaris,  acquired the  freehold  property,  related
         fixed assets and  business of Beach Court  Nursing  Home,  Aberdeen (43
         beds), for (pound)1,625,000 from Mr P Marr.

         Immediately following the acquisition Tamscot Care Limited entered into
         an agreement with Tamaris Care  Properties  Limited for the sale of the
         freehold property for (pound)1,625,000 and its subsequent lease back on
         a 25 year operating lease on normal industry terms.  The initial annual
         rent  payable  is  (pound)162,000.  The  acquisition  by  Tamaris  Care
         Properties  Limited was financed by a bridging  facility  from Barclays
         Bank PLC of (pound)1,220,000.

         The assets acquired were as follows:

                                                                      Book value
                                                                             and
                                                                      Fair Value
                                                                     (pound)'000

            Purchase consideration                                        1,625
            Costs of acquisition                                             93
                                                                          -----
            Net assets acquired                                           1,718
                                                                          =====
            Satisfied by:
            Bank loan                                                     1,220
            Cash                                                            498
                                                                          -----
                                                                          1,718
                                                                          =====

                                       22
<PAGE>


         ACQUISITIONS (CONTINUED)

         Tamhealth Limited

         Tamhealth  Limited,  then a newly  formed  wholly owned  subsidiary  of
         Tamaris  plc has entered  into the  following  transactions  during the
         year.

         On 8 December 1998, the company acquired the freehold property, related
         fixed assets and business of Flowerdown  Nursing Home,  Winchester  (28
         beds) for a consideration of  (pound)1,303,500  from Lt Colonel A D and
         Mrs J I Price,  satisfied by cash. The home was simultaneously  sold to
         and leased back from Healthcare  Holdings Limited for  (pound)1,385,000
         on a 35 year  operating  lease.  The  initial  annual  rent  payable is
         (pound)145,000.

         On 9 December 1998,  the company  acquired the goodwill and business of
         the  Buchanan  Homes (97 beds),  Glasgow  from S & A Glass and Buchanan
         Properties Limited for a consideration of (pound)100,000.

         On 11  December  1998,  the company  acquired  the  freehold  property,
         related   fixed  assets  and  business  of  Rosemount   Nursing   Home,
         Blairgowrie (60 beds) from F & M Henderson  Limited for a consideration
         of (pound)1,475,000.

         The home was  simultaneously  sold to and leased  back from  Healthcare
         Holdings Limited for (pound)1,650,000 on a 35 year operating lease. The
         initial annual rent payable is (pound)173,000.

         On 23  December  1998,  the company  acquired  the  freehold  property,
         related fixed assets and business of Garioch  Nursing  Home,  Inverurie
         (41 beds) and Woodside  Nursing  Home,  Aberdeen (31 beds) from Garioch
         Nursing  Home  Limited  and   Woodside   House   Nursing  Home  Limited
         respectively    for   a   consideration   of    (pound)1,432,000    and
         (pound)1,000,000  respectively,  satisfied  by  cash.  The  homes  were
         simultaneously sold to and leased back from Healthcare Holdings Limited
         for  (pound)2,750,000  on 35 year operating  lease.  The initial annual
         rent payable is (pound)289,000.

         On 18 January 1999, the company was granted 35 year operating leases by
         Healthcare  Holdings  Limited in respect  of three  nursing  homes (197
         beds), two located in Hertfordshire and one in Kent. The initial annual
         rent payable is (pound)714,000.


                                       23
<PAGE>


         ACQUISITIONS (CONTINUED)

         The aggregate assets acquired were as follows:
<TABLE>
<CAPTION>

                                                                                                              Book value
                                                                                                          and Fair value
                                                                                                             (pound)'000
           <S>                                                                                                     <C>


            Purchase consideration                                                                                 5,311
            Sale proceeds, net of costs                                                                           (5,746)
                                                                                                                  ------
            Profit on disposal - credited to profit and loss account                                                (435)
            Costs of acquiring leases - capitalised as short leasehold interests                                     705
                                                                                                                     ---

                                                                                                                     270
                                                                                                                     ===
            Satisfied by:
            Cash (net)                                                                                               270
                                                                                                                     ===

</TABLE>

         Hawthorn House Nursing Home

         On 19  February  1999,  Tamulst  Care  Limited,  then  a  wholly  owned
         subsidiary  of Tamaris  acquired  the  freehold  property,  related
         assets and business of Hawthorn  House Nursing  Home,  Belfast from the
         Civil Service Benevolent Fund for (pound)625,000 payable in cash.

         Simultaneously  with  completion,  Tamulst Care Limited  entered into a
         sale  agreement  for the  property  with PHF  Securities  No 3  Limited
         (Principal  Healthcare  Finance Limited),  for  (pound)712,000  and its
         subsequent leaseback on a 30 year operating lease. The initial annual
         rent payable is (pound)71,000.

         The assets acquired were as follows:
<TABLE>
<CAPTION>


                                                                                                                    (pound)'000
           <S>                                                                                                        <C>

            Purchase consideration                                                                                   625
            Sale proceeds                                                                                           (712)
                                                                                                                    ----
                                                                                                                     (87)
            Profit on disposal - credited to profit and loss account

            Costs of acquiring lease - capitalised as short leasehold interests                                       76
                                                                                                                      --

                                                                                                                     (11)
                                                                                                                     ===
            Satisfied by:
            Cash (net)                                                                                               (11)
                                                                                                                     ===
</TABLE>


                                       24
<PAGE>


         ACQUISITIONS (CONTINUED)

         Hallhouse Nursing Home

         On 31 March  1999,  Lifecare  International  plc, then and now a wholly
         owned subsidiary of Tamaris, acquired the  freehold  property,  related
         fixed assets and business of Hallhouse Nursing Home, Aberdeen (47 beds)
         from Hallhouse Nursing Home Limited, for (pound)1,550,000.

         Simultaneously with completion, Lifecare International plc entered into
         a sale agreement for the property with Care Property  Holdings Limited,
         a  Jersey  based  company,  for  (pound)1,790,000  and  its  subsequent
         leaseback  by Dounemead  Limited,  then a wholly  owned  subsidiary  of
         Tamaris on a 25 year operating  lease.  The initial annual rent payable
         is (pound)179,000.

         The costs incurred by Donnemead Limited were (pound)124,000, satisfied
         by cash.


         25. CASH FLOW FROM ACQUISITIONS

         The business  undertakings  acquired during the year made the following
         contribution to and utilisation of Group cash flow.


<TABLE>
<CAPTION>


                                                                                                   1999            1998
                                                                                              (pound)'000     (pound)'000
            <S>                                                                                     <C>              <C>
            Net inflow from operating activities                                                   1,710             540
            Net outflow from returns on investment and servicing of finance                           (4)           (349)
            Net outflow from capital expenditure and financial investment                         (1,626)           (255)
                                                                                                  ------            ----
                                                                                                     (80)            (64)
                                                                                                  ======           =====
</TABLE>


         Operating activities excludes central overhead.


         26. PENSION CONTRIBUTIONS

         Contributions to employees' own pension schemes are accrued and payable
         during the term of employment.

         A Group Personal  Pension Scheme was  established on 1 January 1999 for
         participation  by  certain  senior  employees.  The scheme is a defined
         contribution  scheme.  The amount paid into the scheme  during the year
         was (pound)33,960.


         27. CAPITAL COMMITMENTS

         The Idun  companies had no contracted  capital  commitments at the year
         end of (pound)nil (1998 - (pound)nil).

                                       25
<PAGE>
         28. CONTINGENT LIABILITIES

         The Idun companies have given charges,  guarantees or cross  guarantees
         to lessors and bankers to assist the trading of other Group  companies.
         Liabilities and commitments  covered by these  guarantees are disclosed
         within notes 15 and 20.


         29. RELATED PARTY TRANSACTIONS AND MATERIAL CONTRACTS

         Related Party Transactions

         There were no transactions with Directors or related parties during the
         year other than:

         Mr William Fitch

         The  Directors  consider  that Mr William  Fitch is a related  party by
         virtue of his being a Director of Tamaris  plc until 31  December  1998
         and his  holding of ordinary  shares in Tamaris  plc which  amounted to
         840,006 ordinary shares at 31 March 1999.

         Under the terms of a Guarantee dated 16 July 1997, Tamaris and Mr.
         Fitch guaranteed the loan made by MeesPierson Corporate Bank to
         Triasma Homes Limited for the construction of Westview House Residental
         Home, now operated by the Group.  The obligations under this Guarantee
         were released on 15 September 1999.

         Under the terms of an  agreement  dated 22 May 1998  between  Omega and
         Automated Ventures,  Inc.  ("Automated") (a company incorporated in the
         British Virgin Islands),  Omega agreed to make available to Automated a
         loan in the principal amount of (pound)500,000. The loan bears interest
         at  10.5%,  and  is  repayable  by  quarterly  instalments  up to  and
         including October 2000.  Civicextra Limited, a company  incorporated in
         England and Wales,  and Mr Fitch have guaranteed the loan. The loan was
         made to enable Mr Fitch to buy  200,000,000  0.25 pence ordinary shares
         in Tamaris from  Roseview  International  Limited  ("Roseview"),  a
         company  incorporated in the British Virgin Islands.  These shares were
         originally subscribed for by Roseview in January 1998.

         The balance due from Mr. Fitch to Omega is now (pound)437,500.


         Omega

         The  Directors  consider  Omega to be a related  party by virtue of its
         interest in 100% of the shares of the companies and because Mr James
         Flaherty, a Director of Idun Health Care Limited, is an officer of
         Omega.

         During the year Omega paid  (pound)867,000  on behalf of Tamaris  (QCH)
         Limited  in  respect  of  professional  fees  payable in respect of the
         acquisition of 37 care home businesses from Quality Care Homes Limited.

         During the year, the Group has made payments of (pound)8,545,000 (1998:
         (pound)2,919,000)   to  Principal   Healthcare   Finance  Limited,   an
         associated  company  of  Omega,  which  is  equivalent  to  the  annual
         commitments under its operating leases with that company.
         These leases extend to periods up to 30 years.

                                       26
<PAGE>

         30. RECONCILIATION TO US GENERALLY ACCEPTED ACCOUNTING PRINCIPLES
             (US GAAP)
<TABLE>
<CAPTION>

                                                                                                     1999            1998
                                                                                              (pound)'000     (pound)'000
            <S>                                                                                     <C>               <C>


            Net profit after tax per UK GAAP                                                          987             998
            Capitalised short leasehold interests (net of impairment provision) (1)                 7,189          (4,728)
            Waiver of amounts owed to Tamaris plc (2)                                             (10,297)          8,301
            Rent payable (net of tax) (3)                                                          (1,786)            265
                                                                                                  -------           -----
            Net (loss)/profit per US GAAP                                                          (3,907)          4,306
                                                                                                   ======           =====

            Closing shareholders' equity per UK GAAP                                                7,047           5,911
            Capitalised short leasehold interest (1)                                               (2,567)          9,757
            Waiver of amounts owed to Tamaris plc (2)                                                   -          10,447
            Rent payable (net of tax) (3)                                                          (2,051)           (265)
            Deferred taxation (4)                                                                  (1,300)         (1,300)
                                                                                                    -----           -----
            Closing shareholders' equity per US GAAP                                                1,129           5,036
                                                                                                    =====           =====
            Changes in shareholders' equity on a US GAAP basis:
            Shareholders' equity at beginning of period                                             5,036             730
            Net (loss)/profit                                                                      (3,907)          4,306
                                                                                                   ------           -----
            Shareholders' equity at the end of period                                               1,129           5,036
                                                                                                    =====           =====
</TABLE>



         The following are descriptions of US GAAP reconciling items:

         (1)      Under UK  GAAP,  the  group  capitalise,  as  short  leasehold
                  interests,  the costs  associated with the acquisition of care
                  home operating  leases that comprise the  continuing  ordinary
                  activities  of the group.  Such costs are  amortised  over the
                  period of the lease to which they relate.  Under US GAAP, such
                  costs are expensed in the period incurred.

         (2)      Under the  terms of the sale and  purchase  agreement  between
                  Idun Health Care  Limited and Tamaris plc,  Tamaris  agreed to
                  waive all  amounts  due to it at 29  October  1999 from the 48
                  companies.  Under UK GAAP, the Group write back the balance as
                  at 31 March 1999 due to Tamaris through the profit and loss
                  account.  Under US GAAP, the balance must be written back in
                  the period in which the liability has arisen.


         (3)      Under UK GAAP, rent payable under the care home operating
                  leases is expensed in the period in which it is incurred.
                  Under US GAAP, the total rent payable over the lease term is
                  amortised on a straight line basis through the profit and loss
                  account, which includes provision for minimum rental
                  increments.

         (4)      Under UK  GAAP,  deferred  taxation  is  provided  only to the
                  extent  that a  liability  or asset  will  crystallise  in the
                  foreseeable future (partial provision basis). Under US GAAP, a
                  full  provision   basis  is  adopted  for  both  deferred  tax
                  liabilities and assets. Deferred tax assets not expected to be
                  utilised are reserved for with a valuation allowance.

                                       27
<PAGE>

                  Additional disclosures are as follows:

         1.       Under UK GAAP returns on investment, servicing of finance,
                  taxation, dividends paid and financial investment are shown as
                  separate activities in the consolidated statement of cash
                  flows.  Under US GAAP, changes to such balances are generally
                  included in operating activities as to returns on investment,
                  servicing of finances and taxation, with the remaining items
                  shown as financing activities.  Under UK GAAP, capital
                  expenditure and acquisitions and disposals are shown as
                  separate activities.  Under US GAAP, changes to such balances
                  are generally included in investing activities.  The sum of
                  cash flows stemming from operating activities, returns on
                  investment and servicing of finance and taxation under UK GAAP
                  is the same in all material respects to cash flows from
                  operating activities under US GAAP.


         31. POST BALANCE SHEET EVENTS

         On 28 April 1999 Tamaris Care Properties  Limited,  then a wholly owned
         subsidiary of Tamaris, sold Beach Court Nursing Home, Aberdeen,  to
         Care  Home  Properties  Limited  for  (pound)1,650,000.  The  home  was
         subsequently  leased back by Tamscot Care Limited,  then a wholly owned
         subsidiary of Tamaris, on a 25 year operating  lease  commencing on
         31 March 1999. The initial annual rent payable is (pound)165,000.

         On 11 May 1999  Laudcare  Limited,  then a wholly owned  subsidiary  of
         Tamaris,  exchanged  contracts for the acquisition of the Leases of
         five  Care  Homes  from  Loughbray   Limited  for  a  consideration  of
         (pound)250,000.   The  five  homes   comprise   modern   purpose  built
         accommodation in Wiltshire and South Gloucestershire and are registered
         for 256 residents, comprising 7 Residential, 18 Elderly Mentally Infirm
         and 231 Frail  Elderly  beds.  The 25 year leases are with Nursing Home
         Properties  Limited and the shortest  lease has an unexpired term of 22
         years. The initial annual rent payable is (pound)902,000.


         On 18 May 1999,  Lifecare  International plc, a wholly owned subsidiary
         of  Tamaris  plc,  acquired   Havencourt   Nursing  Home,   Stonehaven,
         registered  for 47  beds  plus 5 day  care  places  for  frail  elderly
         residents,  for a consideration of (pound)1,555,000 from Mr J E and Mrs
         A S  Towle.  The  home  was  subsequently  sold to  Carlton  Healthcare
         Properties Limited, a Jersey based company,  for  (pound)1,720,000  and
         leased back by Ringdane  Limited,  then a wholly  owned  subsidiary  of
         Tamaris  plc, on a 30 year  operating  lease.  The initial  annual rent
         payable is (pound)172,000.

         On 14  September  1999  Tamaris  (RAM)  Limited,  then a  wholly  owned
         subsidiary  of Tamaris,  entered into the leases of the seven homes
         previously   operated  by  Grampian  Care  (Dundee)   Limited  (now  in
         administrative receivership).  Six of the homes are in Scotland and one
         is in Berkshire. They are registered for 325 residents,  comprising 132
         Elderly  Mentally  Infirm and 193 Frail  Elderly  beds.  The leases for
         which no premiums were paid, are with MM&S (2538) Limited and are for a
         period of 30 years on standard  industry terms. The initial annual rent
         payable is (pound)1,180,000.

                                       28
<PAGE>
         POST BALANCE SHEET EVENTS (CONTINUED)

         Subsequent  to the  year  end  the  Group  carried  out  the  following
         transactions in respect of its borrowings:

         1        The Barclays  Bank plc  Treasury  Loan  of(pound)1,220,000  in
                  respect of Beach Court  Nursing  Home was repaid in full on 29
                  April 1999.

         2        In July 1999, Tamaris (Scotland) Limited repaid (pound)
                  2,750,000 of guaranteed loan notes due to Mr. Peter Marr.  The
                  company utilised a cash deposit of (pound)2,830,000 held at
                  Clydesdale Bank (see note 15) to make this repayment.  The
                  balance was utilised for working capital purposes.

         3        On 29 October  1999  ownership  of the 48 care home  operating
                  companies  was  acquired  from Tamaris by Idun Health Care
                  Limited.

                  As part of the sale and purchase  agreement  dated 29 October
                  1999,  Tamaris agreed to waive amounts due to Tamaris from
                  the 48 care home operating companies.

         4        During October 1999, the 48 companies received (pound)620,000
                  from Principal Healthcare Finance Limited, an associated
                  company of Omega.

         5        On  acquisition, Omega advanced (pound)8 million to Idun
                  Health  Care  Limited as consideration for 4 million ordinary
                  shares of (pound)1 each, with the balance as a  loan.  Idun
                  utilised  the  funds  with  the 48  care  home operating
                  companies as follows:-
<TABLE>
<CAPTION>

                                                                                                                 (pound)'000
           <S>                                                                                                        <C>




            Payment of rent arrears                                                                                 4,100
            Security Deposit against various loan facilities of Barclays Bank PLC                                   1,250
            Repayment of an unsecured loan from Principal Healthcare Finance Limited                                  620
            Working capital                                                                                         2,030
                                                                                                                    -----
                                                                                                                    8,000
                                                                                                                    =====

</TABLE>

         In addition,  a further sum has been advanced to Idun by Omega in order
         to  alleviate  potential  short term cash flow  difficulities  over the
         forthcoming holiday period.



                                       29
<PAGE>


         POST BALANCE SHEET EVENTS (CONTINUED)

         The 48 companies acquired by Idun Health Care are listed below:

         The share  capital  of these  companies  was held  either  directly  or
         indirectly (*) via an intermediate holding company.

         Name of company

         Healthcare operating companies at 31 March 1998

         Belmont Nursing Home Limited, The
         Bewick Waverley  Limited
         Cedarhurst Lodge Limited
         Chapelfield  View Limited
         Chestnut Lodge Limited
         Doulton Court Limited
         Dounemead  Limited
         Duncare  Limited # *
         Edgewater Lodge Limited
         Guthrie Court Limited
         Keslaw Limited
         Laudcare  Limited
         Leeland Limited  L
         Lisnisky  Limited
         Lodge Care PLC
         Lodge Care  Services  Limited
         Lunan House Limited
         Maldcare Limited
         Meadowvale Care Limited
         North East Pharmacies  Limited*
         Osborne Limited
         Ringdane  Limited
         Rosevale Lodge Limited
         Saintfield  Limited
         Tamaris (England)  Limited
         Tamaris (QCH) Limited
         Tamaris (Scotland)Limited #
         Tamaris (South  East)  Limited
         Tamaris (Ulster) Limited +
         Tammillec Limited
         Westview Lodge Limited

         Healthcare operating companies incorporated during the year ended
         31 March 1999

         Atlas Healthcare Limited*
         Tamaris Management Services Limited
         Tameng Care Limited
         Tamhealth Limited
         Tamscot Care Limited
         Tamulst Care Limited

30
<PAGE>

         Property Company Incorporated during the year ended 31 March 1999
         Tamaris Care Properties Limited


         Dormant  Companies which traded during the year ended at 31 March 1998,
         but were dormant thereafter

         Bearehill Limited
         Caledonian Care Limited#
         Caledonian Care (Turriff) Limited#*
         Continental 89 Limited
         Continental 92 Limited
         Forebank Limited
         Laurels Lodge Limited
         St Cuthberts Nursing Agency Limited

         Dormant company incorporated during the year ended 31 March 1999
         Tamcare Limited


         In addition to the above, Tamaris (RAM) Limited was incorporated during
         the post balance sheet period and  represents  the  additional  company
         acquired by Omega on 29 October 1999.

         All  companies  were  incorporated  in England and Wales  except  where
         indicated;  # registered in Scotland, + registered in Northern Ireland,
         + registered in the Isle of Man.

                                       31