<PAGE>

                                                                   EXHIBIT 10.28

SHARE ACQUISITION
AGREEMENT
-------------------------------------------------------------------






MICHAEL FRANCIS GILES HADDLETON

ADAYTUM SOFTWARE, INC.











Purchase of the shares of Business Budget Management
Solutions Pty Limited



ALLEN ALLEN & HEMSLEY
The Chifley Tower
2 Chifley Square
Sydney  NSW  2000
Australia
Tel  61  2 9230 4000
Fax  61  2 9230 5333



-Copyright- Copyright Allen Allen & Hemsley 2000

<PAGE>


SHARE ACQUISITION AGREEMENT                                ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------



DATE              February 2000
-------------


PARTIES
-------------

         1.    MICHAEL FRANCIS GILES HADDLETON of 14 Lisle Street, Narrabeen,
               NSW 2101 (THE VENDOR); and

         2.    ADAYTUM SOFTWARE, INC. incorporated in Delaware of 2051
               Killebrew Drive, Suite 400, Minneapolis, Minnesota 55425 (the
               PURCHASER).

RECITALS
-------------

         A     The Vendor is the legal and beneficial owner of all the issued
               shares in the Company.

         B     The Vendor wishes to sell and the Purchaser wishes to purchase
               those shares.
--------------------------------------------------------------------------------

IT IS AGREED as follows.

1.       DEFINITIONS AND INTERPRETATION
--------------------------------------------------------------------------------

1.1      DEFINITIONS

         The following definitions apply unless the context requires otherwise.

         ACCOUNTS means the accounts (including the statements, directors'
         reports, auditors' reports and notes attached to or intended to be read
         with the accounts) of the Company as at and for the period to the
         Balance Date.

         AUTHORISATION includes:

         (a)      any authorisation, approval, consent, licence, permit,
                  franchise, permission, notification, filing, registration,
                  lodgment, agreement, notarisation, certificate, authority,
                  resolution, direction, declaration or exemption from, by or
                  with a Public Authority; and

         (b)      in relation to anything which will be prohibited or restricted
                  in whole or part by law if a Public Authority intervenes or
                  acts in any way within a specified period after lodgment,
                  filing, registration or notification, the expiry of such
                  period without such intervention or action.

         BALANCE DATE means 30 November 1999.

         BUSINESS means, in relation to the Company, the business or businesses
         carried on by the Company as described in schedule 1.


--------------------------------------------------------------------------------
                                                                          Page 1
<PAGE>


SHARE ACQUISITION AGREEMENT                                ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------

         CLAIMS means claims, demands, actions, proceedings, judgments,
         liabilities, loss, damages, costs and expenses (including legal costs
         and disbursements) whatever and in any way arising.

         COMPANY means Business Budget Management Solutions Pty Limited (ACN 082
         177 400).

         COMPANY FUND means the Mercantile Mutual Integra Retirement Plan.

         COMPLETION means completion of the sale and purchase of the Shares
         under this Agreement.

         COMPLETION DATE means 29 February 2000 or any other date as the parties
         may agree in writing.

         CONFIDENTIAL INFORMATION includes know-how, trade secrets, technical
         processes, information relating to products, finances, contractual
         arrangements with customers or suppliers and other information which by
         its nature, or by the circumstances of its disclosure to the holder of
         the information, is or could reasonably be expected to be regarded as
         confidential.

         CONTRACT means any deed, agreement, arrangement or understanding
         (written or unwritten) to which the Company is a party or by which it
         is bound.

         ENCUMBRANCE means an interest or power:

         (c)      reserved in or over any interest in any asset including,
                  without limitation, any retention of title; or

         (d)      created or otherwise arising in or over any interest in any
                  asset under a bill of sale, mortgage, charge, lien, pledge,
                  trust or power, by way of security for the payment of debt or
                  any other monetary obligation or the performance of any other
                  obligation and whether existing or agreed to be granted or
                  created.

         INCOME TAX ACT means the Income Tax Assessment Act 1936 (Cth) and the
         Income Tax Assessment Act 1997 (Cth).

         INTELLECTUAL PROPERTY means the items specified in schedule 2 and all
         other intellectual or industrial property used by or in which the
         Company has an interest, including without limitation:

         (a)      any patent, trade mark or service mark, copyright, design,
                  business name, trade secret or Confidential Information; or

         (b)      any licence or other right to use or to grant the use of any
                  of them or to be the registered proprietor or user of any of
                  them,

         wherever subsisting in the world.

         LEASEHOLD PROPERTY means the leasehold properties described in schedule
3.

         PUBLIC AUTHORITY includes:

         (a)      any government in any jurisdiction, whether federal, state,
                  territorial or local;


--------------------------------------------------------------------------------
                                                                          Page 2
<PAGE>


SHARE ACQUISITION AGREEMENT                                ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------



         (b)      any minister, department, office, commission, delegate,
                  instrumentality, agency, board, authority or organisation of
                  any government or in which any government is interested;

         (c)      any non-government regulatory authority; and

         (d)      any provider of public utility services, whether or not
                  government owned or controlled.

         PURCHASER SHARES means shares of common stock in the Purchaser issued
         to the Vendor pursuant to clause 3.5.

         REAL PROPERTY means the Leasehold Property.

         SHARES means the shares in the Company described in paragraph (a) of
         schedule 1.

         TAXES means all income tax, recoupment tax, land tax, sales tax,
         payroll tax, fringe benefits tax, group tax, profit tax, interest tax,
         property tax, undistributed profits tax, withholding tax, GST,
         municipal rates, stamp duties and other charges and levies assessed or
         charged or assessable or chargeable by or payable to any national,
         federal, state or municipal taxation or excise authority, including any
         interest, penalty, charge, fee or other amount imposed or made on or in
         respect of the failure to file a return in respect of or to pay any
         such tax, rates, duties, charges or levies.

         WARRANTIES means the warranties, representations and indemnities by the
         Vendor set out in this Agreement including, without limitation, the
         warranties in schedule 4.

1.2      INTERPRETATION

         Headings are for convenience only and do not affect interpretation. The
         following rules of interpretation apply unless the context requires
         otherwise.

         (a)      The SINGULAR includes the plural and conversely.

         (b)      A GENDER includes all genders.

         (c)      Where a WORD or PHRASE is defined, its other grammatical forms
                  have a corresponding meaning.

         (d)      A reference to a PERSON includes a body corporate, an
                  unincorporated body or other entity and conversely.

         (e)      A reference to a CLAUSE, ANNEXURE or SCHEDULE is to a clause
                  of, or annexure or schedule to this Agreement.

         (f)      A reference to any PARTY to this Agreement or any other
                  agreement or document includes the party's successors and
                  permitted assigns.

         (g)      A reference to any AGREEMENT or DOCUMENT is to that agreement
                  or document as amended, novated, supplemented, varied or
                  replaced from time to time, except to the extent prohibited by
                  this Agreement.

         (h)      A reference to any LEGISLATION or to any provision of any
                  legislation includes any modification or re-enactment of it,
                  any legislative


--------------------------------------------------------------------------------
                                                                          Page 3
<PAGE>


SHARE ACQUISITION AGREEMENT                                ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------



                  provision substituted for it and all regulations and statutory
                  instruments issued under it.

         (i)      A reference to CONDUCT includes any omission and any statement
                  or undertaking, whether or not in writing.

         (j)      A reference to WRITING includes a facsimile transmission and
                  any means of reproducing words in a tangible and permanently
                  visible form.

         (k)      Mentioning anything after INCLUDE, INCLUDES or INCLUDING does
                  not limit what else might be included.

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

2.1      SALE AND PURCHASE

         On Completion, the Vendor will sell and the Purchaser will purchase the
         Shares free and clear of all Encumbrances.

2.2      PURCHASE PRICE

         The purchase price for the Shares is US$750,000.

3.       COMPLETION
--------------------------------------------------------------------------------

3.1      PLACE FOR COMPLETION

         Completion will take place at the offices of Allen Allen & Hemsley,
         Sydney at 2pm on the Completion Date, or such other time as the parties
         may agree.

3.2      DOCUMENTS TO BE DELIVERED

         The Vendor shall ensure that the following documents are delivered to
         the Purchaser on or before Completion.

         (a)      (SHARE CERTIFICATES) The share certificates in respect of the
                  Shares.

         (b)      (TRANSFERS) Transfers in registrable form in favour of the
                  Purchaser, duly executed by the registered holder as
                  transferor of the Shares.

         (c)      (RECORDS) The register of members, register of charges, minute
                  books, ledgers, journals and books of account, the certificate
                  of incorporation, the common seal, share certificate books,
                  the documents of title to all assets of the Company and all
                  other records and documents relating to the business and
                  property of the Company.

         (d)      (RESIGNATIONS) The written resignation of each director and
                  secretary of the Company nominated by the Purchaser. Each
                  resignation must acknowledge that the resigning officer has no
                  claim against the Company.


--------------------------------------------------------------------------------
                                                                          Page 4
<PAGE>


SHARE ACQUISITION AGREEMENT                                ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------



         (e)      (EXECUTIVE EMPLOYMENT AGREEMENT) An executive employment
                  agreement in the form agreed to by the parties duly executed
                  by the Vendor.

3.3      APPROVAL OF TRANSFERS

         The Vendor shall ensure that a meeting of the directors of the Company
         is held on or before Completion at which the directors resolve:

         (a)      to approve the registration of the transfers of the Shares
                  (subject only to payment of stamp duty); and

         (b)      to issue new share certificates for the Shares in the names of
                  such transferees as shall be named by the Purchaser (subject
                  only to payment of stamp duty).

3.4      COMPLETION BOARD MEETINGS

         The Vendor shall ensure that a meeting of the directors of the Company
         is held on or before Completion at which:

         (a)      the nominees of the Purchaser are appointed as directors and
                  secretaries and the resignation of each resigning director and
                  secretary is accepted;

         (b)      the registered office of the Company is changed to an address
                  nominated by the Purchaser; and

         (c)      if requested by the Purchaser, all existing mandates for the
                  operation of bank accounts by the Company are revoked and
                  replaced with mandates approved by the Purchaser.

3.5      PAYMENT OF PURCHASE PRICE

         On Completion, after satisfaction of the Vendor's obligations under
         this clause, the Purchaser shall pay the purchase price of US$750,000
         to the Vendor by issuing 267,857 Purchaser Shares at US$2.80 each to
         the Vendor of which:

         (a)      241,071 Purchaser Shares will be issued to the Vendor free and
                  clear of any encumbrances, and

         (b)      26,786 Purchaser Shares will be held in custody by the
                  Purchaser in accordance with, and subject to, the restrictions
                  contained in clause 4.

4.       RESERVED SHARES
--------------------------------------------------------------------------------

4.1      RESERVED SHARES

         On Completion the 26,786 Purchaser Shares referred to in clause 3.5(b)
         (the RESERVED SHARES) shall be held in custody by the Purchaser for a
         period ending on the later of:


--------------------------------------------------------------------------------
                                                                          Page 5
<PAGE>


SHARE ACQUISITION AGREEMENT                                ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------



         (a)      the date one year from the Completion Date (the INITIAL
                  RESERVE SHARE RELEASE DATE); or

         (b)      the date of final determination or settlement (judicial or
                  otherwise) of any claim for indemnity that the Purchaser
                  brings against the Vendor under clause 5 of this Agreement on
                  or prior to the Initial Reserve Share Release Date,

         (such period being the RESERVE PERIOD). The Vendor shall execute a
         stock power providing for the transfer of the Reserved Shares to the
         Purchaser, or its nominee, if the Purchaser exercises its right to
         reacquire the Reserved Shares pursuant to the provisions of this clause
         4.

         At the end of the Reserve Period the Purchaser shall deliver to the
         Vendor any of the Reserved Shares not properly applied in satisfaction
         of the final amount of any claim for indemnity that the Purchaser
         brings against the Vendor under clause 5 of this Agreement.

4.2      INDEMNITY CLAIM

         (a)      If a claim for indemnity is made by the Purchaser under clause
                  5 of this Agreement during the one year period referred to in
                  clause 5.1, upon final determination or settlement of such
                  claim for indemnity the Purchaser shall be entitled, at its
                  discretion, to transfer to the Purchaser (or its nominee) that
                  number of Reserved Shares as is required to satisfy that
                  indemnity. The value of any Reserved Shares so transferred
                  shall be US$2.80 per share.

         (b)      If the Purchaser exercises its discretion under clause 4.3(a),
                  the Vendor must execute all documents reasonably necessary to
                  effect the appointment and transfer as soon as practicable
                  after notice of the exercise.

4.3      NO DEALING

         During the Reserve Period, the Vendor agrees that he will have no right
         to sell, agree to sell, Encumber or otherwise deal with the Reserved
         Shares. Any attempt to do so will be void and will entitle the
         Purchaser to cancel the Reserved Shares or transfer them to the
         Purchaser (or its nominee).

5.       WARRANTIES
--------------------------------------------------------------------------------

5.1      WARRANTIES BY THE VENDOR

         The Vendor represents and warrants to the Purchaser in the terms set
         out in schedule 4.

5.2      CONSTRUCTION

         Each Warranty is to be construed independently of the others and is not
         limited by reference to any other Warranty.


--------------------------------------------------------------------------------
                                                                          Page 6
<PAGE>


SHARE ACQUISITION AGREEMENT                                ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------



5.3      VENDOR'S INDEMNITY

         The Vendor indemnifies the Purchaser against:

         (a)      any Claims, provided that the total of aggregate claims is
                  more than US$5,000, which may be made or brought against the
                  Purchaser or which the Purchaser may sustain or incur arising
                  from or in connection with:

                  (i)    any matter or thing being other than as represented
                         or warranted by the Warranties; or

                  (ii)   any breach of, or default under, this Agreement by
                         the Vendor; and

         (b)      any Taxes which may be incurred by the Purchaser in respect of
                  payments made by the Vendor under this clause 5.3.

5.4      RELEASE BY VENDOR

         The Vendor undertakes to deliver to the Purchaser on demand on or after
         Completion a release of the Company from all claims which the Vendor
         might have against the Company on any account (other than accrued but
         unpaid entitlements under the Vendor's employment arrangements).

5.5      REDUCTION OF PURCHASE PRICE

         Any monetary compensation received by the Purchaser as a result of any
         breach by the Vendor of any Warranty shall be in reduction and refund
         of the purchase price.

5.6      VENDOR ACKNOWLEDGEMENT

         The Vendor acknowledges and represents to the Purchaser that:

         (a)      in entering into this agreement and proceeding to Completion,
                  he does not rely on any representation, warranty, condition or
                  other conduct which may have been made by the Purchaser;

         (b)      subject to any law to the contrary and except as provided in
                  this Agreement, all terms, conditions, warranties and
                  statements, whether express, implied, written, oral,
                  collateral, statutory or otherwise are excluded and the
                  Purchaser disclaims all liability in relation to these to the
                  maximum extent permitted by law; and

         (c)      the Vendor has had the opportunity to review publicly
                  available information relating to the Purchaser and to make
                  (and has made) reasonable enquiries in relation to all matters
                  material to it.


--------------------------------------------------------------------------------
                                                                          Page 7
<PAGE>


SHARE ACQUISITION AGREEMENT                                ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------



6.       NOTICES
--------------------------------------------------------------------------------

         Any notice given under this Agreement:

         (a)      must be in writing addressed to the intended recipient at the
                  address shown at the beginning of this Agreement or the
                  address last notified by the intended recipient to the sender.

         (b)      must be signed by a person duly authorised by the sender; and

         (c)      will be taken to have been given or made (in the case of
                  delivery in person or by post or fax) when delivered, received
                  or left at the above address (with electronic confirmation of
                  receipt in the case of a fax); but if delivery or receipt
                  occurs on a day on which business is not generally carried on
                  in the place to which the communication is sent or is later
                  than 4 pm (local time) it will be taken to have been duly
                  given or made at the commencement of business on the next day
                  on which business is generally carried on in the place.

7.       NON-DISCLOSURE
--------------------------------------------------------------------------------

         Each party shall keep the terms of this Agreement confidential except
         for any disclosure which is agreed between the parties.

8.       FURTHER ASSURANCES
--------------------------------------------------------------------------------

         Each party shall take all steps, execute all documents and do
         everything reasonably required by any other party to give effect to any
         of the transactions contemplated by this Agreement.

9.       ENTIRE AGREEMENT
--------------------------------------------------------------------------------

         This Agreement contains the entire agreement of the parties with
         respect to its subject matter. It constitutes the only conduct relied
         on by the parties (and supersedes all earlier conduct by the parties)
         with respect to its subject matter.

10.      AMENDMENT
--------------------------------------------------------------------------------

         This Agreement may be amended only by another agreement executed by all
         parties who may be affected by the amendment.

11.      ASSIGNMENT
--------------------------------------------------------------------------------

         The rights and obligations of each party under this Agreement are
         personal. They cannot be assigned, charged or otherwise dealt with, and
         no party shall


--------------------------------------------------------------------------------
                                                                          Page 8
<PAGE>


SHARE ACQUISITION AGREEMENT                                ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------



         attempt or purport to do so, without the prior written consent of all
         the parties.

12.      NO WAIVER
--------------------------------------------------------------------------------

         No failure to exercise and no delay in exercising any right, power or
         remedy under this Agreement will operate as a waiver. Nor will any
         single or partial exercise of any right, power or remedy preclude any
         other or further exercise of that or any other right, power or remedy.

13.      NO MERGER
--------------------------------------------------------------------------------

         The rights and obligations of the parties will not merge on completion
         of any transaction under this Agreement. They will survive the
         execution and delivery of any assignment or other document entered into
         for the purpose of implementing any transaction.

14.      STAMP DUTY AND COSTS
--------------------------------------------------------------------------------

         Each party shall bear its own costs arising out of the preparation of
         this Agreement but the Purchaser shall bear any stamp duty (including
         fines and penalties) chargeable on this Agreement, on any instruments
         entered into under this Agreement, and in respect of a transaction
         evidenced by this Agreement. The Purchaser shall indemnify the Vendor
         on demand against any liability for that stamp duty (including fines
         and penalties).

15.      COUNTERPARTS
--------------------------------------------------------------------------------

         This Agreement may be executed in any number of counterparts. All
         counterparts taken together will be taken to constitute one agreement.

16.      GOVERNING LAW
--------------------------------------------------------------------------------

         With the exception of clause 4 relating to the restricted share
         arrangements which is governed by the laws of Delaware, without any
         regard to conflict of laws principles, this Agreement is governed by
         the laws of New South Wales. With the exception of proceedings in
         relation to clause 4, the parties submit to the non-exclusive
         jurisdiction of the courts exercising jurisdiction in New South Wales.


--------------------------------------------------------------------------------
                                                                          Page 9
<PAGE>


SHARE ACQUISITION AGREEMENT                                ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------



EXECUTED in Sydney

EXECUTED by ADAYTUM                              )
SOFTWARE INC
in the presence of:                              )    /S/ Michael H. Mehr
                                                      --------------------------
                                                      Signature

/S/  Elizabeth A. Fortier
--------------------------------------------------
Witness

Elizabeth A/ Fortier
--------------------------------------------------
Print Name

SIGNED by MICHAEL FRANCIS                        )
GILES HADDLETON
in the presence of:                              )    /S/  M. F. Giles Haddleton
                                                     ---------------------------
                                                     Signature

/S/  Ashley Cahif
--------------------------------------------------
Witness

Ashley Cahif
--------------------------------------------------
Print Name


--------------------------------------------------------------------------------
                                                                         Page 10
<PAGE>


SHARE ACQUISITION AGREEMENT                                ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------



SCHEDULE 1

INFORMATION ABOUT THE COMPANY
--------------------------------------------------------------------------------

(a)      Issued capital

         20,000 ordinary shares, each fully paid

(b)      Registered holders of shares and class and number of shares held

<TABLE>
<CAPTION>
         REGISTERED HOLDER                           CLASS                     NO. OF SHARES
         <S>                                         <C>                       <C>
         Michael Francis Giles Haddleton             Ordinary                  20,000
</TABLE>

(c)      Beneficial owners of shares and number of shares owned

<TABLE>
<CAPTION>
         BENEFICIAL OWNER                                                      NO. OF SHARES
         <S>                                                                   <C>
         Michael Francis Giles Haddleton                                       20,000
</TABLE>

(d)      Place of incorporation                     New South Wales

(e)      Registered office                          Pritchard Adams, Level 3,
                                                    Chondos Street, St Leonards,
                                                    2065

(f)      Place(s) where Company is
         registered or authorised to do             None
         business outside Australia

(g)      Nature of business                         Distribution, implementation
                                                    and support of Purchaser
                                                    software products


--------------------------------------------------------------------------------
                                                                         Page 11
<PAGE>


SHARE ACQUISITION AGREEMENT                                ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------



SCHEDULE 2

INTELLECTUAL PROPERTY
--------------------------------------------------------------------------------


                                 A. TRADE MARKS
--------------------------------------------------------------------------------
MARK         NUMBER                PROPRIETOR                        EXPIRY DATE
--------------------------------------------------------------------------------
N/A

                                   B. PATENTS
--------------------------------------------------------------------------------
TITLE        NUMBER                PROPRIETOR                        EXPIRY DATE
--------------------------------------------------------------------------------
N/A

                                   C. DESIGNS
--------------------------------------------------------------------------------
TITLE        NUMBER                PROPRIETOR                        EXPIRY DATE
--------------------------------------------------------------------------------
N/A

                                D. BUSINESS NAMES
--------------------------------------------------------------------------------
NAME           REGISTERED PROPRIETOR           STATE/TERRITORY       EXPIRY DATE
--------------------------------------------------------------------------------
N/A

                                    E. OTHERS
--------------------------------------------------------------------------------
NAME         NUMBER                PROPRIETOR                        EXPIRY DATE
--------------------------------------------------------------------------------
N/A


--------------------------------------------------------------------------------
                                                                         Page 12
<PAGE>


SHARE ACQUISITION AGREEMENT                                ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------



SCHEDULE 3

LEASEHOLD PROPERTY
--------------------------------------------------------------------------------


1.       Lvl 8, 100 Walker Street, North Sydney

(a)      Lessee:                                Business Budget Management
                                                Solutions Pty Ltd

(b)      Lessor:                                NEC (Constructions) Pty Limited

(c)      Date of lease:                         25 May 1998

(d)      Rent:                                  A$1,690 per month

(e)      Rent review option:                    12 months

(f)      Further option to renew:               monthly


--------------------------------------------------------------------------------
                                                                         Page 13
<PAGE>


SHARE ACQUISITION AGREEMENT                                ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------



SCHEDULE 4

GENERAL WARRANTIES

1.       ACCURACY OF INFORMATION
--------------------------------------------------------------------------------

         (SCHEDULES) The information set out in each of the following schedules
         is complete and accurate in all respects.

         (a)      Schedule 1 (Information about the Company).

         (b)      Schedule 2 (Intellectual Property).

         (c)      Schedule 3 (Leasehold Property).

2.       POWER AND AUTHORITY
--------------------------------------------------------------------------------

2.1      (AUTHORISATIONS) Each Authorisation required for the investment by the
         Vendor in the Company has been duly obtained and disclosed to the
         Purchaser. Any condition imposed in any Authorisation has been
         observed.

2.2      (INCORPORATION AND POWER)  The Company:

         (a)      is a body corporate duly incorporated under the laws of the
                  place of its incorporation specified in schedule 1;

         (b)      has the power to own its assets and carry on its business as
                  it is now being conducted; and

         (c)      is duly registered and authorised to do business in every
                  jurisdiction which, by the nature of its business and assets,
                  makes registration or authorisation necessary, and each of
                  these jurisdictions is noted in schedule 1.

2.3      (CONSTITUENT DOCUMENTS) The business and affairs of the Company have
         been conducted in accordance with its constitution or other constituent
         documents of the Company.

2.4      (POWER AND AUTHORITY) The Vendor has the power and authority to execute
         and exchange this Agreement and perform and observe all its terms. This
         Agreement has been duly executed by the Vendor and is a legal, valid
         and binding agreement of the Vendor enforceable against it in
         accordance with this Agreement.

2.5      (NO RESTRICTION ON VENDOR OR COMPANY) Neither the Vendor nor the
         Company is bound by any Contract which may restrict the Vendor's right
         or ability to enter into or perform this Agreement.


--------------------------------------------------------------------------------
                                                                         Page 14
<PAGE>


SHARE ACQUISITION AGREEMENT                                ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------



3.       TITLE AND SHARE CAPITAL
--------------------------------------------------------------------------------

3.1 (TITLE) At the date of this Agreement:

         (a)      the Vendor is the legal and beneficial owner of the Shares;
                  and

         (b)      the Shares are free and clear of any Encumbrance.

         On Completion, the Purchaser will acquire the full beneficial ownership
         of the Shares free and clear of any Encumbrance or claim of any person.

3.2      (SHARES) The Shares are all the issued shares in the capital of the
         Company. The Shares have been validly allotted and issued and are fully
         paid and no moneys are owing in respect of them. None of them has been
         issued in violation of any pre-emptive or similar rights of any member
         or former member of the Company or of the terms of any agreement by
         which the Company or the Vendor is bound.

3.3      (CALL OPTIONS) No person has any right to call for the present or
         future issue or transfer of any share, stock or debenture in or of the
         Company.

4.       STRUCTURE
--------------------------------------------------------------------------------

         The Company:

         (a)      is not the holder or beneficial owner of any shares or other
                  capital in any body corporate (wherever incorporated);

         (b)      is not a member of any partnership or other unincorporated
                  association (other than a recognised trade association);

         (c)      is not the manager, trustee or representative of any trust or
                  managed investments scheme;

         (d)      has no permanent establishment (as that expression is defined
                  in any relevant Double Taxation Agreement) outside the country
                  in which it is incorporated; and

         (e)      has no controlled entity (within the meaning of schedule 5 of
                  the Corporations Regulations).

5.       SOLVENCY
--------------------------------------------------------------------------------

5.1      (ADMINISTRATION, WINDING UP, ARRANGEMENTS, INSOLVENCY ETC) None of the
         following has occurred and is subsisting, or is threatened, in relation
         to the Vendor or the Company:

         (a)      The appointment of an administrator or trustee in bankruptcy.

         (b)      An application or an order made, proceedings commenced, a
                  resolution passed or proposed in a notice of meeting or other
                  steps taken for:


--------------------------------------------------------------------------------
                                                                         Page 15
<PAGE>


SHARE ACQUISITION AGREEMENT                                ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------



                  (i)      the winding up, dissolution, or administration of the
                           Company or a petition of bankruptcy of the Vendor, or

                  (ii)     the Vendor or the Company entering into an
                           arrangement, compromise or composition with or
                           assignment for the benefit of its creditors or a
                           class of them.

         (c)      The Vendor or the Company:

                  (i)      being (or taken to be under applicable legislation)
                           unable to pay its debts, other than as the result of
                           a failure to pay a debt or claim the subject of a
                           good faith dispute; or

                  (ii)     stopping or suspending, or threatening to stop or
                           suspend, payment of all or a class of its debts.

         (d)      The appointment of a receiver, receiver and manager,
                  administrative receiver or similar officer to any of the
                  Assets and undertakings of the Vendor or the Company.

5.2      (CLAIM AGAINST ASSET) No asset in which the Company has an interest is,
         or may in the future be, liable to a claim by a trustee in bankruptcy
         or liquidator.

6.       FINANCIAL ARRANGEMENTS
--------------------------------------------------------------------------------

6.1      (ENCUMBRANCE) There is no Encumbrance affecting any asset of the
         Company.

6.2      (GUARANTEES) The Company is not, nor is it potentially, liable for the
         obligations of any other person.

6.3      (LETTERS OF COMFORT) The Company has not provided any letter of comfort
         or made any representation or given any undertaking to any person in
         respect of the obligations or solvency of any other person or in
         support of or as an inducement to or otherwise in connection with the
         provision of financial accommodation, whether or not considered by the
         Company to be legally binding.

6.4      (FINANCIAL ACCOMMODATION) There is no Contract under which the Company
         receives, or is entitled to receive, financial accommodation from any
         person.

6.5      (FOREIGN CURRENCY TRANSACTIONS) Except for the amount owed to Adaytum
         UK stated in the Accounts, the Company is not is a party to any foreign
         currency transaction.


--------------------------------------------------------------------------------
                                                                         Page 16
<PAGE>


SHARE ACQUISITION AGREEMENT                                ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------



7.       LIABILITIES
--------------------------------------------------------------------------------

7.1      (GENERAL) The Company has no contingent obligations or contingent
         liabilities other than as disclosed in the Accounts.

7.2      (BILLS OF EXCHANGE) There is no promissory note or bill of exchange
         outstanding which has been drawn, accepted or endorsed by the Company
         other than cheques drawn in favour of creditors in respect of
         obligations incurred in relation to the Company in the ordinary course
         of its business.

8.       ACCOUNTS
--------------------------------------------------------------------------------

8.1      (ACCOUNTS)  The Accounts:

         (a)      have been prepared in accordance with the Corporations Law (or
                  previous applicable corresponding legislation) and applicable
                  accounting standards;

         (b)      show a true and fair view of:

                  (i)      the assets and liabilities and of the state of
                           affairs, financial position and results of the
                           Company as at and up to the Balance Date; and

                  (ii)     the profit or loss of the Company for the financial
                           period ended on the Balance Date;

         (c)      have been prepared in accordance with the same accounting
                  policies as were applied in the corresponding accounts for the
                  preceding two financial periods;

         (d)      are not affected by any abnormal or extraordinary item;

         (e)      take account of all gains and losses, whether realised or
                  unrealised, arising from foreign currency transactions and on
                  translation of foreign currency financial statements;

         (f)      include all reserves and provisions for taxation that are
                  sufficient to cover all Tax liabilities of the Company in
                  respect of all periods up to the Balance Date;

         (g)      provide for all liabilities for long service leave and annual
                  leave entitlements;

         (h)      provide for all other liabilities (whether quantified,
                  contingent or otherwise) of the Company at the Balance Date;
                  and

         (i)      give full particulars in the notes of all contingent
                  liabilities and commitments and any other liabilities which
                  cannot be quantified.

8.2      (TRADING DEBTS) The receivables owing from trade debtors included in
         the Accounts owed to the Company:

         (a)      have realised; or


--------------------------------------------------------------------------------
                                                                         Page 17
<PAGE>


SHARE ACQUISITION AGREEMENT                                ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------



         (b)      will realise in the ordinary course of business (but, in
                  respect of each debt, no later than 60 days after it first
                  arose),

         the total nominal amounts of the debts less the total of any provisions
         for bad or doubtful debts included in the Accounts in respect of
         receivables due from trade debtors.

8.3      (TRADING DEBTS ON COMPLETION) The receivables owing from trade debtors
         owed to the Company at the Completion Date (other than debts included
         in the Accounts) will, within 60 days of the date of invoice, realise
         not less, in respect of each debt, than the nominal amounts of the
         debt.

8.4      (OTHER RECEIVABLES) Each receivable (other than those due from trade
         debtors) shown as an asset of the Company in the Accounts is a valid
         and subsisting debt and will realise the nominal amount of the debt
         (and all interest and other charges payable) in accordance with its
         terms (less, in respect of the total of those receivables, the total of
         any bad or doubtful debts included in the Accounts in respect of debts
         other than receivables owing from trade debtors).

8.5      (OTHER RECEIVABLES ON COMPLETION) The receivables (other than those
         owing from trade debtors) owed to the Company at the Completion Date
         (other than debts included in the Accounts) will, within 60 days of the
         date of invoice, realise not less, in respect of each debt, than the
         nominal amount of the debt.

8.6      (NO WRITE DOWNS) No receivable owed to the Company has been written
         down or written off in the financial year ended on the Balance Date and
         since the Balance Date.

8.7      (FINANCING) The Company does not have nor is it engaged in financing of
         a type which is not required to be shown or reflected in its Accounts.

8.8      (INVENTORIES) None of the inventories held by the Company were acquired
         by the Company before the commencement of the financial period ended on
         the Balance Date.

8.9      (NO SET OFFS) There is no set off arrangement between the Company and
         any other person.


9.       POST BALANCE DATE EVENTS
--------------------------------------------------------------------------------

         Since the Balance Date, each of the following has occurred.

         (a)      (CONDUCT OF BUSINESS) The business of the Company has
                  continued in the ordinary and usual course and not otherwise.

         (b)      (NO BORROWINGS) The Company has not borrowed or raised any
                  money or taken any financial facility other than as disclosed
                  in the


--------------------------------------------------------------------------------
                                                                         Page 18
<PAGE>


SHARE ACQUISITION AGREEMENT                                ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------


                  Accounts or in accordance with existing overdraft facilities
                  from its bankers.

         (c)      (ASSETS) The Company has not disposed of any assets except in
                  the ordinary course of business.

         (d)      (NO MATERIAL ADVERSE CHANGE) There has been no material
                  adverse change in the financial condition or prospects of the
                  Company.

         (e)      (DEBTS) All debts which have become owing to the Company have
                  been paid in full or will be paid in full within 60 days of
                  the date of invoice.

         (f)      (STOCK) No inventories which the Company has acquired or
                  produced has become, or is, redundant, obsolete, excessive or
                  slow moving.

         (g)      (NO DEFAULT) The Company has not defaulted in paying any
                  creditor on the date due for payment.

         (h)      (NO ISSUES) No share or loan capital, security or other right
                  convertible into shares or loan capital has been issued by the
                  Company.

         (i)      (DIVIDENDS) The Company has not declared, paid or made any
                  dividend or other distribution.

         (j)      (EMPLOYEE COMPENSATION) With the exception of entering an
                  employment agreement with the Vendor, the Company has not:

                  (i)      materially increased the annual level of compensation
                           of any employee by more than 5%;

                  (ii)     increased the annual level of compensation of any
                           person whose compensation from the Company in the
                           last preceding fiscal year exceeded US$75,000;

                  (iii)    granted any unusual or extraordinary bonuses,
                           benefits or other form of direct or indirect
                           compensation to any employee, officer, director or
                           consultant, except in amounts in keeping with past
                           practices by formula or otherwise; or

                  (iv)     increased, terminated, amended or otherwise modified
                           any plan for the benefit of the Company's employees.

10.      POWERS OF ATTORNEY
--------------------------------------------------------------------------------

10.1     (POWERS OF ATTORNEY) There is no power of attorney or other authority
         in force by which a person is able to bind the Company other than
         normal authorities under which officers or employees of the Company may
         carry out its business in the ordinary course.

10.2     (OFFERS) No outstanding offer, tender, quotation or the like given or
         made by the Company is capable of giving rise to a contract merely by
         any


--------------------------------------------------------------------------------
                                                                         Page 19
<PAGE>


SHARE ACQUISITION AGREEMENT                                ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------



         unilateral act of a third party, other than in the ordinary course of
         business and on terms calculated to yield a gross profit margin
         consistent with that usually obtained by the Company.

11.      CONTRACTS AND COMMITMENTS
--------------------------------------------------------------------------------

11.1     (PROFIT SHARING) The Company is not a party to any Contract in terms of
         which it is or will be bound to share profits, pay any royalties or
         waive or abandon any rights.

11.2     (BINDING CONTRACTS)  No Contract:

         (a)      is outside the ordinary and proper course of business or is
                  otherwise unusual;

         (b)      is incapable of being fulfilled or performed on time, or only
                  with undue or unusual expenditure of money or effort;

         (c)      provides that the Company will act as distributor of goods or
                  services or as agent for another person, except for contracts
                  with the Purchaser; or

         (d)      involves or is likely to involve obligations or liabilities
                  which, by reason of their nature or magnitude, should
                  reasonably be made known to the Purchaser.

11.3     (EMPLOYEES) No Contract limits the freedom of the Company, or that of
         any of its employees, to engage in any activity or business in any
         area.

11.4     (CONTRACTS AFFECTED BY THIS AGREEMENT) No party is entitled under any
         Contract because of any change in the legal or beneficial ownership of
         the Company, or the compliance with this Agreement:

         (a)      to terminate the Contract;  or

         (b)      to require the adoption of terms less favourable to the
                  Company; or

         (c)      to do anything which would:

                  (i)      adversely affect the interests, Business or assets of
                           the Company; or

                  (ii)     result in any of the assets of the Company failing to
                           be disposed of or charged.

11.5     (NO DEFAULT)  No party to any Contract is:

         (a)      in default;  or

         (b)      but for the requirements of notice or lapse of time or both,
                  would be in default and the default could be reasonably
                  expected to have a material adverse effect on its business,
                  assets or financial condition.


--------------------------------------------------------------------------------
                                                                         Page 20
<PAGE>


SHARE ACQUISITION AGREEMENT                                ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------



11.6     (SECURITY) All security (including any guarantee or indemnity) held by
         the Company is valid and enforceable by the Company against the grantor
         in accordance with the terms of the security.

12.      ASSETS
--------------------------------------------------------------------------------

12.1     (TITLE) Each asset of, or represented as belonging to, the Company
         (including the Real Property) is the absolute property of the Company.

12.2     (CONDITION)  Each item of plant and equipment of the Company:

         (a)      is, consistent with its age, in good repair and condition;

         (b)      is in satisfactory working order;

         (c)      to the best of the Vendor's knowledge and belief, is capable
                  of doing the work for which it was designed or purchased and
                  will be capable (subject to fair wear and tear) of doing so
                  over the period of time in which it will be written down to
                  the net amount expected to be recovered on disposal of the
                  asset at the end of its useful life in the accounts of the
                  Company under its current accounting policies;

         (d)      is not surplus to the requirements of the Company; and

         (e)      is recorded in the plant and equipment register of the
                  Company.

12.3     (INVENTORIES) All current assets of the Company comprising inventories,
         work-in-progress, raw and processed materials, finished goods and
         merchandise, whether in hand, in transit or in bond, are of good and
         merchantable quality. They are fit for the purpose for which they are
         intended to be used. They conform with all relevant descriptions,
         specifications and standards.

12.4     (NO IMPAIRMENT) No notice has been served on the Company by any Public
         Authority which might materially impair, prevent or otherwise interfere
         with the Company's use of or proprietary rights in any of its assets.

13.      EMPLOYEES
--------------------------------------------------------------------------------

13.1     (DISCLOSURE) The Vendor has disclosed complete and accurate particulars
         of:

         (a)      the position and age of each officer and employee of the
                  Company;

         (b)      all remuneration and other benefits paid to or conferred on
                  each officer and employee since the Balance Date;

         (c)      the period of service of each officer and employee of the
                  Company and the accrued long service leave, annual leave and
                  sick leave entitlements of each employee;


--------------------------------------------------------------------------------
                                                                         Page 21
<PAGE>


SHARE ACQUISITION AGREEMENT                                ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------



         (d)      each written contract of service or consultancy to which the
                  Company is a party; and

         (e)      each oral contract of service or consultancy between the
                  Company and any person (except for any oral contract which may
                  be terminated on three months' notice or less without payment
                  of compensation).

13.2     (OUTSTANDING CLAIM) No amount due to or in respect of any director or
         employee or former director or former employee of the Company is in
         arrears and unpaid other than his current salary for the relevant
         period at the date of this Agreement.

13.3     (UNIONS) The Company is not a party to any agreement with any union or
         industrial organisation in respect of its employees and their
         employment.

13.4     (COMPLIANCE WITH LAW) The Company has, in relation to each of its
         employees and each of its former employees, complied in all material
         respects with all legislation, collective agreements, orders, awards
         and codes of conduct and practice relevant to conditions of service and
         to the relations between it and its employees and any trade union.

13.5     (INDUSTRIAL DISPUTES) The Company is not involved in and there are no
         present circumstances which are likely to give rise to any industrial
         or trade dispute or any dispute or negotiation regarding a claim of
         material importance with any trade union or association of trade unions
         or organisation or body of employees.

13.6     (TERMINATION OF EMPLOYMENT)  No director or employee of the Company:

         (a)      has been given an unexpired notice terminating his contract of
                  employment;

         (b)      is under notice of dismissal; or

         (c)      has been terminated in circumstances which may give rise to a
                  claim against the Company in relation to loss of office or
                  termination of employment (including, without limitation,
                  redundancy).

14.      COMPLIANCE WITH LEGISLATION AND ABSENCE OF LITIGATION
--------------------------------------------------------------------------------

14.1     (NO CONTRAVENTION OF LEGISLATION) The Company has not, nor has any of
         its officers, agents or employees, committed or omitted to do any act
         or thing the commission or omission of which is in contravention of any
         legislation.

14.2     (DISPUTES) Neither the Company nor any person for whom it may be
         vicariously liable, is or has been in the period from the Balance Date,
         engaged in any prosecution, litigation, arbitration proceedings or
         administrative or governmental investigation or challenge as plaintiff,
         defendant, third party or in any other capacity. There are no such
         matters pending or threatened in respect of which verbal or written
         communication has been given or received


--------------------------------------------------------------------------------
                                                                         Page 22
<PAGE>


SHARE ACQUISITION AGREEMENT                                ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------



         by or against the Company. There are no facts or disputes which may or
         might give rise to any such matters.

14.3     (ASIC INVESTIGATION) There is no outstanding correspondence between the
         Company and the Australian Securities and Investments Commission.

14.4     (ORDERS) The Company is not the subject of any order, waiver,
         declaration, exemption or notice granted or issued by any court,
         tribunal or regulatory body.

15.      AUTHORISATIONS
--------------------------------------------------------------------------------

         The Company has all necessary Authorisations to carry on its business
         properly. In respect of each Authorisation:

         (a)      all fees due have been paid;

         (b)      all conditions have been duly complied with; and

         (c)      neither the Vendor nor the Company knows of any factor that
                  might prejudice its continuance or renewal.

16.      INTELLECTUAL PROPERTY
--------------------------------------------------------------------------------

16.1     (DISCLOSURE) The Company does not own, use or require in its Business
         the use of any copyright, patent, trade mark, service mark, design,
         business name, trade secret, confidential information or other
         intellectual or industrial property rights, except for the Intellectual
         Property.

16.2     (NO INFRINGEMENTS) No right, title or interest in the Intellectual
         Property is:

         (a)      at present being infringed or under threat of infringement; or

         (b)      subject to any licence in favour of, or used by, any third
                  party.

16.3     (OWNERSHIP)  All of the Intellectual Property is either:

         (a)      the legal and beneficial property of the Company free and
                  clear of any restriction or Encumbrance; or

         (b)      used by the Company under a Contract under which the Company
                  is entitled to use the Intellectual Property.

16.4     (BUSINESS NAMES) The Company does not carry on business under any name
         other than its corporate name.


17.      RECORDS AND CORPORATE MATTERS
--------------------------------------------------------------------------------

17.1     (ACCOUNTS AND RECORDS) All accounts, books, ledgers and financial and
         all other records of the Company:


--------------------------------------------------------------------------------
                                                                         Page 23
<PAGE>


SHARE ACQUISITION AGREEMENT                                ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------



         (a)      have been fully and properly maintained and contain complete
                  and accurate records of all matters required to be entered in
                  them by any relevant legislation;

         (b)      do not contain or reflect any material inaccuracies or
                  discrepancies;

         (c)      give a true and fair view of the trading transactions, state
                  of affairs, results, financial and contractual position and
                  assets and liabilities of the Company;

         (d)      have been prepared in accordance with applicable accounting
                  standards (in the place of incorporation of the Company); and

         (e)      are in the possession and unqualified control of the Company.

17.2     (CONSTITUENT DOCUMENTS) Accurate and up to date copies of the
         Constitution or other constituent documents of the Company have been
         provided to the Purchaser.

17.3     (FILINGS) All documents required to be filed with the Australian
         Securities and Investments Commission (or equivalent predecessor
         bodies) under any relevant legislation have been duly filed.

18.      ENVIRONMENTAL LAWS
--------------------------------------------------------------------------------

18.1     (AUTHORISATIONS) Each Authorisation necessary to conduct lawfully the
         Business of the Company on or from the Real Property has been obtained.
         Each Authorisation is and has been at all relevant times effective.

18.2     (COMPLIANCE WITH AUTHORISATIONS) The Company complies with each
         Authorisation and is not aware of any breach or likely breach of them.
         The Company has not received any notice, order, claim, demand or like
         communication which might adversely affect the use of the Real Property
         for the conduct of the Business.

18.3     (COMPLIANCE WITH ENVIRONMENTAL LAWS) The Company (and each person for
         the acts of whom the Company may be liable) complies with and has not
         committed any offences of any Environmental Law relating to the
         Business or the use and occupation of the Real Property.

18.4     (NO CONTAMINATION) There is no condition of the Real Property which
         would entitle any person to require the Company to decontaminate or
         take other remedial action in or around the Real Property or to
         contribute to the costs of doing so.

18.5     (NO HAZARDOUS MATERIALS) There is no hazardous, toxic or poisonous
         material or nay other material that is harmful to the Environment,
         including asbestos, present on the Real Property (or any other property
         in which the Company has an interest).


--------------------------------------------------------------------------------
                                                                         Page 24
<PAGE>


SHARE ACQUISITION AGREEMENT                                ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------



18.6     (BOND OR SECURITY DEPOSIT) The Company has not given a bond or security
         deposit in favour of any Public Authority in connection with any
         Authorisation which relates to the Business of the Real Property.

19.      SUPERANNUATION
--------------------------------------------------------------------------------

19.1     (NO AGREEMENTS) The Company is not a party to any agreement with any
         union or industrial organisation in respect of superannuation benefits
         for its employees.

19.2     (NO SCHEMES)  Other than the Company's Fund:

         (a)      there are no superannuation, retirement or provident schemes
                  or other arrangements providing for any payment to employees
                  or sub-contractors on their retirement or death or on the
                  occurrence of any permanent or temporary disability in
                  operation by or in relation to the Company or its directors,
                  employees or sub-contractors; and

         (b)      the Company does not contribute to any schemes which will
                  provide its directors, employees or sub-contractors or their
                  respective dependants with pensions, annuities or lump sum
                  payments on retirement or earlier death or otherwise.

19.3     (COMPANY'S FUND) The following applies with respect to the Company's
         Fund:

         (a)      contributions are paid to the fund at intervals not less than
                  monthly and, otherwise than in the ordinary course of
                  administration, there are no outstanding and unpaid
                  contributions on the part of the Company or any other person
                  who is required to contribute to the fund in respect of the
                  directors, employees or sub-contractors of the Company;

         (b)      contributions to the fund satisfy the Company's obligations to
                  make superannuation contributions under industrial agreements
                  and awards which apply to the directors, employees or
                  sub-contractors of the Company;

         (c)      otherwise than in the ordinary course of administration, there
                  are no outstanding and unpaid benefits currently due to any
                  person under the fund;

         (d)      to the best of the Company's knowledge and belief, no
                  director, employee or sub-contractor of the Company who is a
                  member of the fund has any right or entitlement to have any
                  benefit under the fund augmented, increased or accelerated by
                  reason of this Agreement or by reason of any other
                  arrangement, agreement or understanding;

         (e)      a list of the names of all directors, employees and
                  sub-contractors of the Company who are members of the fund has
                  been supplied to the


--------------------------------------------------------------------------------
                                                                         Page 25
<PAGE>


SHARE ACQUISITION AGREEMENT                                ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------



                  Purchaser and all persons named are directors, employees or
                  sub-contractors of the Company and no other person;

         (f)      a copy of the trust deed of the fund, together with all
                  amendments to date, is included in the Disclosure Material;

         (g)      no undertaking or assurance has been given to any director,
                  employee or sub-contractor of the Company as to the
                  continuance, introduction, increase or improvement of any
                  benefits under the fund;

         (h)      all obligations including contribution obligations of the
                  Company or any other person who is required to contribute to
                  the fund in respect of the directors, employees or
                  sub-contractors of the Company together with full details of
                  insured benefits provided for the directors, employees or
                  sub-contractors of the Company have been disclosed to the
                  Purchaser.

19.4     (SUPERANNUATION GUARANTEE CHARGE) The Company will not be liable to pay
         the superannuation guarantee charge in respect of any of the directors,
         employees or sub-contractors of the Company for any CONTRIBUTION PERIOD
         (as defined in the Superannuation Guarantee (Administration) Act 1992)
         up to Completion.

19.5     (NO LIABILITY) Except for the Company's Fund, the Company is not under
         any present legal liability or voluntary commitment (whether or not
         legally binding) to pay to any person any pension, superannuation,
         allowance, retirement gratuity or like benefits or any damages or
         compensation for loss of office or employment or for unfair or wrongful
         dismissal.

20.      TAXATION
--------------------------------------------------------------------------------

20.1     (ACCOUNTS) The Accounts contain provisions adequate to cover Taxes for
         or in respect of the Company for all periods up to the Balance Date. No
         additional or other Taxes are or will be payable (whether on, before or
         after Completion) by the Company.

20.2     (TAX SINCE THE BALANCE DATE) Since the Balance Date, no additional
         liability for Tax has accrued to the Company otherwise than as a result
         of trading activities in the ordinary course of business.

20.3     (DEDUCTIONS) The Company has deducted all Tax required to be deducted
         from any payments made by it. When necessary, the Company has accounted
         for that Tax in accordance with relevant law.

20.4     (PAYMENT OF TAX) All Taxes which have been or deemed to have been
         assessed or imposed on the Company, or have been required to be
         withheld from any payment made by the Company to another person:


--------------------------------------------------------------------------------
                                                                         Page 26
<PAGE>


SHARE ACQUISITION AGREEMENT                                ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------



         (a)      which are due and payable, have been paid by the final date
                  for payment by the Company; and

         (b)      which are not yet payable but become payable before
                  Completion, shall be paid by the due date.

         The Company has not entered into any agreement or arrangement which
         extends the period for assessment or payment of any Taxes.

20.5     (NO DISALLOWANCE) Nothing has occurred in respect of the Company which
         will cause the disallowance for income tax purposes of either the carry
         forward of losses as at the Balance Date or the deduction of losses
         incurred since the Balance Date other than as a result of a transfer of
         the Shares under this Agreement.

20.6     (APPLICATIONS) All particulars given to any Public Authority in
         connection with or affecting any application for any ruling, consent or
         clearance on behalf of the Company fully and accurately disclosed all
         facts and circumstances material for the decision of the Public
         Authority. Each ruling, consent or clearance is valid and effective.
         Each transaction for which that ruling, consent or clearance has
         previously been obtained has been carried into effect in accordance
         with the terms of the relevant application, ruling, consent or
         clearance.

20.7     (NO ADDITIONAL TAXES) Since the Balance Date, the Company has not
         become liable to pay any additional taxes, interest, penalty, charge,
         fee or other like amount imposed or made on or in respect of the
         failure to file a return in respect of or to pay any Taxes.

20.8     (TAXATION (UNPAID COMPANY TAX) ASSESSMENT ACT) The Company has not done
         anything which has or would give rise to any liability to taxation
         under the Taxation (Unpaid Company Tax) Assessment Act 1982, whether or
         not liability has been discharged.

20.9 (INVESTIGATIONS) All necessary information, notices, computations and
returns have:

         (a)      been properly and duly submitted by the Company to each
                  relevant Public Authority in respect of Taxes for or in
                  respect of the Company for all periods up to the date of this
                  Agreement; and

         (b)      will continue to be submitted in respect of periods after the
                  date of this Agreement until the Completion Date in respect of
                  those later periods.

         There is no unresolved correspondence or dispute with any Public
         Authority. Neither the Commissioner of Taxation nor any other fiscal
         authority has at any time carried out, or is at present conducting any
         investigation into all or any part of the business or affairs of the
         Company. The Vendor knows of no reason why any such investigation may
         be initiated.

20.10    (FRANKING)  The Company:


--------------------------------------------------------------------------------
                                                                         Page 27
<PAGE>


SHARE ACQUISITION AGREEMENT                                ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------



         (a)      maintains and has retained for the period required by law,
                  accurate records of franking credits and franking debits (as
                  defined in the Income Tax Act) in respect of its current and
                  earlier accounting periods;

         (b)      has franked to the required amount any dividend paid since the
                  Balance Date; and

         (c)      has not franked any dividend paid since the Balance Date to
                  the extent that a franking deficit has or will arise at the
                  end of the succeeding franking year.

20.11 (RECORDS OF ASSETS) The Company maintains and has retained for the period
required by law:

         (a)      accurate records of all assets to which Part IIIA of the
                  Income Tax Act applies or has applied; and

         (b)      without limiting the generality of the foregoing, accurate
                  records of all information relating to those assets as is
                  referred to in section 160ZZU of that Act.

20.12    (SECTION 160ZZS) The provisions of section 160ZZS of the Income Tax Act
         have not applied to any asset acquired or deemed to have been acquired
         by the Company before 20 September 1985, other than as a result of this
         Agreement.

20.13    (STAMP DUTY) All stamp duty and other similar tax payable in respect of
         every Contract or transaction to which the Company is or has been a
         party, or by which the Company derives, has derived or will derive a
         substantial benefit, have been duly paid. No Contract is unstamped or
         insufficiently stamped. No event has occurred as a result of which any
         duty has become payable, from which the Company may have obtained
         relief.


--------------------------------------------------------------------------------
                                                                         Page 28