EXHIBIT 10.25

                            STOCK PURCHASE AGREEMENT

         This STOCK PURCHASE  AGREEMENT  (this  "Agreement") is made and entered
into on  December  _____,  1999 among IFS  INTERNATIONAL,  INC.,  a  corporation
organized  and existing  under the laws of the State of New York (the  "Buyer");
GLOBAL INSIGHT GROUP, LTD., a corporation  organized and existing under the laws
of the United  Kingdom (the  "Company"),  and DAVID STANLEY COLE,  GEOFFREY ALAN
DOWN  and  GEOFFREY  LENNOX  DURHAM   (collectively,   the  "Sellers")  and  IFS
INTERNATIONAL INC a corporate  organized and existing under the laws of Delaware
("IFS").

                                    RECITALS:

          A. The  Company is engaged in the  business  of  providing  consulting
     services,  business and  technical  support to the card  payment  industry,
     including  strategic  consulting,  software  selection,  implementation and
     development services, and training.

          B. The Company and its  subsidiaries  use certain  premises located at
     Collingwood  House,  Schooner  Court,  Crossways,  Dartford,  Kent,  United
     Kingdom DA2 6QQ.

          C. Sellers  desire to sell and convey all of the issued and options on
     the outstanding stock of the Company (the "Shares") to Buyer, and the Buyer
     desires to  purchase  such  Shares,  all in  accordance  with the terms and
     conditions set forth herein.

     NOW  THEREFORE,  in  view of the  "Recitals"  and in  consideration  of the
promises,  covenants,  representations  and  warranties  contained  herein,  the
parties agree as follows:

                                    ARTICLE 1

                               CERTAIN DEFINITIONS

         1.1 For purposes of this  Agreement,  the  following  terms are defined
terms and shall have the meanings set forth below:

          "Affiliate"  means,  with  respect to any entity,  all  directors  and
     officers of such entity, all persons and entities  controlling,  controlled
     by or under common  control with such entity and all directors and officers
     of Affiliates.

         "Agreement"  refers to this entire  Agreement,  including the exhibits,
schedules and certificates referred to herein.

         "Assets"  means all of the  tangible  and  intangible  property  of The
Company of every kind and  description,  wherever  located,  including,  without
limitation, the Intellectual Property and the Business Records.


<PAGE>


         "Business Records" means all records, information,  files and papers of
the  Company,   including,   without  limitation,   client  reports,  functional
specifications, recorded knowledge, surveys, manuals, catalogues, research data,
formulae, inventions,  processes,  proprietary information,  know-how, technical
data,  performance  data,  trade  and  business  secrets,  sales  data and other
information  relating to the consulting  services of the Company,  all art work,
photographs,  slides,  color  separations,  plates  and other  back-up  material
relating  to  brochures,  literature  and similar  materials,  and all sales and
advertising  materials,   customer  and  supplier  lists,  including  addresses,
telephone  numbers and principal  contacts,  other customer and supplier records
and files, sales and purchase correspondence,  sales reports,  personnel records
and books of account.

         "Change  In  Control"  shall  mean  an  acquisition  of  control  by an
acquiring  person or persons  where,  immediately  after the  acquisition of the
Buyer or IFS, such acquiring  person(s) holds beneficial  ownership of more than
fifty  percent (50%) of the total  combined  voting power of the Buyer's or IFS'
then outstanding voting securities.

          "Closing" shall mean the consummation of the transactions contemplated
     by this Agreement.

         "Closing Date" shall mean the date on which the Closing takes place.

         "Consideration  Shares" shall mean all shares of IFS common stock to be
issued  to the  Sellers  as  consideration  for the sale of their  Shares in the
Company,   including  any  "Buy-out  Shares"  issued  under  the  provisions  of
Subsection  3.1(b) and any "Earn-out  Shares" issued under subsection  3.1(c) of
this Agreement.

         "Government  Entity" means any country,  state,  province,  or local or
municipal  government,  or any court of competent  jurisdiction,  administrative
agency  or  commission,   board,  bureau  or  other  governmental  authority  or
instrumentality.

         "IFS" means the Buyer's parent company known as IFS International Inc.,
a corporation organized and existing under the laws of the State of Delaware.

         "including" means including, without limitation.
          ---------

         "Intellectual Property" means all rights, if any, in all United Kingdom
and foreign trademarks (common law and registered) and service marks,  trademark
and service  mark  registrations  and  applications,  trade  names,  copyrights,
copyright  registrations,   proprietary  technology,  trade  secrets,  know-how,
licenses,  computer  software,  inventions used by the Company in conducting its
business.

         "Inter-Company  Work"  means  any  work  performed  for  Buyer  that is
directly funded by Buyer.  But for the avoidance of doubt,  directly funded work
does not include work commissioned by a customer of the Buyer.

          "knowledge  of the  Company"  means  the  knowledge  after  reasonable
     inquiry of any director of the Company. ------------------------


<PAGE>



          "knowledge  of Buyer"  means the  knowledge  after due  inquiry of any
     director of Buyer or IFS. ------------------

         "material" means, when used in connection with the Company,  Sellers or
Buyer,  means  material  to the  business,  financial  condition  or  results of
operations of such party and any of its  subsidiaries  taken as a whole, and the
term "materially" has a correlative meaning.

         "person" means any individual, firm, corporation,  partnership, limited
liability company, trust, joint venture, Governmental Entity or other entity.

         "receivables" means all trade accounts receivable and other receivables
of the Company existing on the Closing Date.

1.2  Index of  Definitions.  Other  definitions  are set  forth  in the  various
     sections or subsections  to which they apply.  Set forth below is a list or
     index  of  those  definitions  which  are used  generally  throughout  this
     Agreement,  with a  reference  to the section or  subsection  in which such
     terms are defined:

     Buy-out Shares -ss.3.1(b) Company Material Adverse Effect -ss.4.4 Contracts
-ss.4.5 Earnings -ss.3.1(d) Earn-out Shares - ss. 3.1(c) Financial  Statements -
ss.4.8  force  majeure - ss.13.9  Law - ss.4.16  Lien - ss.4.4  Notice - ss.12.4
Order - ss.4.16 Return - ss.4.12 Shares - Recital C "Tax" and "Taxes" - ss.4.12

                                    ARTICLE 2

                         PURCHASE AND SALE OF THE SHARES

2.1  On the terms and subject to the conditions of this  Agreement,  each Seller
     shall sell,  transfer and deliver to Buyer,  and Buyer shall  purchase from
     such  Seller,  the  Shares  owned  by such  Seller.  The  basic  provisions
     concerning the purchase  price,  adjustments  thereto and payment terms are
     set forth in Article 3 hereof.

2.2  If any Seller  shall fail or refuse to deliver any of the Shares to be sold
     hereunder,  such failure or refusal  shall not relieve the other Sellers of
     any  obligation  under this  Agreement,  and the  Buyer,  at its option and
     without prejudice to its rights against the defaulting  Seller,  may either
     (i) terminate its obligations  under this  Agreement,  or (ii) purchase the
     remaining  Shares  which it is  entitled  to  purchase  hereunder,  with an
     appropriate pro-rata adjustment of the purchase price.

2.3  Closing.  The Closing of the purchase and sale of the Shares shall be on or
     before  31st  December  1999  after  Buyer   completes  its  due  diligence
     investigation  as  referenced  in section  7.1,  unless the Sellers and the
     Buyer mutually agree in writing to extend such deadline. The Closing may be
     accomplished  via  exchange of  documents  transmitted  via courier  and/or
     facsimile, unless the parties mutually agree to an in-person closing.

2.4  Instruments of Transfer.

          (a) Delivery of Certificates. Each Seller shall deliver or cause to be
     delivered to Buyer certificates  representing the Shares to be sold by such
     Seller hereunder, together with the duly completed deed of transfer of such
     shares in the correct  form and waives any  pre-emption  rights he may have
     relating to the shares.

          (b) Further Assurances.  At any time after the Closing, at the Buyer's
     request and without  further  consideration,  the Sellers  shall  forthwith
     execute and deliver such other and further  instruments of sale,  transfer,
     conveyance  and  assignment,  and  take  such  actions  as in  the  Buyer's
     reasonable   opinion  may  be  necessary  to  complete,   perfect  or  more
     effectively  assign,  transfer and deliver to the Buyer, and to confirm the
     Buyer's  title to,  the  Shares,  or to  otherwise  put the Buyer in actual
     possession and operating control of the business and Assets of the Company,
     and to assist the Buyer in exercising all rights with respect thereto.

                                    ARTICLE 3

                           PURCHASE PRICE; ADJUSTMENTS

3.1  Purchase  Price.  The purchase  price to be paid in  consideration  for all
     Shares to be sold and conveyed hereunder consists of the following:

          a. IFS Stock to be Issued at Closing. At Closing,  Buyer shall deliver
     to the Sellers three (3) shares of the common capital stock of IFS. The IFS
     shares  to be  issued  at  Closing  shall be fully  paid and  nonassessable
     shares.

          b. Additional  Contingent Payment (the Buy-out Shares). In addition to
     the base  number of IFS shares to be issued at Closing,  the  Sellers  will
     receive  additional shares of IFS common stock,  based upon the performance
     and any other activities of the Company after the Closing.  IFS shall issue
     to the Sellers  shares  having a value equal to four (4) times the Earnings
     realized from  operation of the  Company's  business  during  calendar year
     2000.  Refer  to  subsection  3.1(d)  for  the  definition  of  "Earnings",
     subsection  3.1(f) for terms  relating  to the  manner of  valuing  the IFS
     shares, to subsection 3.1(g) for the cap or maximum limit on all amounts to
     be paid as  consideration  for  purchase of the Shares,  and to  subsection
     3.1(h) for procedures governing issuance.

<PAGE>

          c. Three Year  Earn-Out  (the  Earn-out  Shares).  In  addition to the
     shares  issued  pursuant  to  subsection  3.1b,  the Sellers  will  receive
     additional  shares of IFS common  stock based upon the  performance  of the
     Company  during  the three (3)  calendar  years  2000,  2001 and 2002 (such
     shares to be known as the "Earn-out Shares"). There shall be three separate
     potential  issuances  of  Earn-out  Shares,  the first being based upon the
     Earnings  realized from the operation of the Company during  calendar year,
     2000,  the second being based upon the Earnings  realized from operation of
     the Company during calendar year,  2001, and the third being based upon the
     Earnings  realized from the operation of the Company during  calendar year,
     2002.  Refer to  subsection  3.1(d) for the  definition of  "Earnings",  to
     subsection  3.1(e) for the earn-out  formula,  subsection  3.1(f) for terms
     relating to the manner of valuing the IFS shares,  to subsection 3.1(g) for
     the cap or maximum  limit on all  amounts to be paid as  consideration  for
     purchase of the Shares,  and to subsection 3.1(h) for procedures  governing
     issuance.

          d.   Definition  of  Earnings.   For  purposes  of   calculating   the
     Consideration  Shares to be issued to Sellers  under  Subsections  3(b) and
     3(c), the term  "Earnings"  shall mean the pre-tax  profits of the Company,
     less  the  net  profits   allowance   determined  in  accordance  with  the
     requirements  of,  and  subject  to  the  adjustments  set  forth  in  this
     subsection  3.1d.  The parties agree that the Earnings of the Company shall
     be computed in the following manner:

               (i)  Initial  Calculation  of  Pre-Tax  Profits.   The  Company's
          accountant  shall  calculate  the  pretax  profits  of the  Company in
          accordance   with  the  law  and  applicable   accounting   standards,
          principles and practices generally accepted in the United Kingdom.

               (ii) No Overhead Allocation.  In determining pre-tax profits, the
          accountants shall not allocate any IFS, IFS Affiliate,  Buyer or Buyer
          Affiliate overhead to the expenses of the Company. Sellers acknowledge
          that  IFS  may  allocate  home  office  overhead  to  the  results  of
          operations  of the Company  for  purposes  of tax  returns,  financial
          statements or other reports  delivered or published to any  Government
          Entity or other third party,  but such  allocation  shall not have any
          effect for the  purposes of  calculating  Earnings  and  Consideration
          Shares owing and payable to Seller under  Subsections 3(b) and 3(c) of
          this Agreement.

               (iii) Net  Profits  Allowance.  There  shall be  subtracted  from
          pre-tax profits a net profits  allowance equal to twenty percent (20%)
          of pre-tax profits.  The net profits allowance may be varied by mutual
          agreement  which must be in writing and signed by  representatives  of
          both Buyer and Sellers.

               (iv)  Inter-Company  Work.  For work done by the Company for IFS,
          the Buyer or any  subsidiary  or Affiliate of either IFS or the Buyer,
          the  pricing is to be based upon the  Company's  list  prices,  less a
          discount of twenty-five  percent (25%) which equates to  approximately
          the weighted  Company cost for the  provision of the resource plus ten
          percent (10%).

          e. Formula For  Consideration  Shares.  In  calculating  the number of
     Consideration  Shares to be issued  for each of the  three (3)  years,  the
     following procedures shall be utilized:

<PAGE>


               (i) The IFS accountants shall verify the Earnings of the "Company
          for the relevant year,  using the procedures and adjustments set forth
          in subsection 3.1(d) above.

               (ii) The IFS accountants  shall determine the dollar amount equal
          to the  Earnings so  computed.  The  Exchange  Rate between the United
          States  Dollar (USD) and UK Sterling  ((pound))  used in  calculations
          under  this  Agreement  will be the  prevailing  rate  as at the  31st
          December in each  calendar  year of this  Agreement.  If this Exchange
          Rate  during  the  last 30 days  prior to it use is more  than  twenty
          percent  (20%)  above  or  below  the  average  Exchange  Rate for the
          previous 12 month period then the Exchange  Rate will be calculated as
          the average Exchange Rate for the previous 12 months.

               (iii)  (A) In the  case of the  Buy-out  Shares,  the  amount  so
          determined  shall be paid via  issuance  of  additional  shares of IFS
          common  stock,  with the stock to be valued as provided in  subsection
          3.1(f), below.

                       (B) In the case of the Earn-out Shares, the Earnings as
                    determined  above shall be reduced to fifty  percent  (50%),
                    and the  resulting  amount  shall  be paid via  issuance  of
                    additional  shares of IFS common stock, with the stock to be
                    valued as provided in subsection 3.1(f) below.

          f. Method of Valuing IFS Stock.

               (i)  General  Provisions.  The  value  of  IFS  shares  shall  be
          determined  by computing the mean or average price of IFS common stock
          for the thirty (30) last trading days  occurring in any calendar  year
          for which a  computation  is required.  All prices used for making the
          calculations  shall be  closing  prices,  and if no  closing  price is
          reported,  the reported  final  "asked"  prices.  Notwithstanding  the
          foregoing-

                    (A) If (i)  the  reported  prices  for  transactions  in IFS
               shares  during the last 30 trading days of any calendar  year are
               more than twenty  percent (20%) below the average  prices for the
               full  calendar  year , and (ii)  during  such 30 days,  there has
               occurred a general  decline in the  NASDAQ  stock  market of more
               than ten percent  (10%),  then the IFS shares  shall be valued at
               the average price for all trading days during such calendar year,
               with each  trading day to have an equal basis  (i.e.,  such share
               valuation not to be made on a volume-weighted basis), and

                    (B) If (i)  the  reported  prices  for  transactions  in IFS
               shares  during the last 30 trading days of any calendar  year are
               more than twenty  percent (20%) above the average  prices for the
               full  calendar  year , and (ii)  during  such 30 days,  there has
               occurred a general  increase in the NASDAQ  stock  market of more
               than ten percent  (10%),  then the IFS shares  shall be valued at
               the average price for all trading days during such calendar year,
               with each  trading day to have an equal basis  (i.e.,  such share
               valuation not to be made on a volume-weighted basis).


<PAGE>


               (ii) "Floor" on Consideration  Share Prices.  Notwithstanding the
          valuation  provisions set forth in this  subsection  3.1f, the parties
          mutually  agree  that in no event  shall any  Consideration  Shares be
          valued at less than Three and 25/100 Dollars ($3.25) per share,  based
          on the stock structure at Closing.  The parties fully  understand that
          the actual  price may be below the minimum set forth  above,  but they
          have  agreed to place a lower limit or "floor" on IFS' stock price for
          purposes of valuing all  Consideration  Shares to be paid  pursuant to
          this Agreement.

          g. Limits on Amounts Paid to Sellers.

               (i) Soft Cap. Subject only to clause (ii) below, the total dollar
          value of all IFS' Consideration Shares to be issued to and received by
          Sellers under subsection 3.1(b) and 3.1(c) shall not exceed the sum of
          One Million,  Two Hundred  Thousand  Dollars  ($1,200,000).  The total
          dollar value shall be  calculated  based on the value of the shares at
          the end of each relevant year.

               (ii)  Changes  to  Formula.  Once the value of the  Consideration
          Shares  distributed  to  Sellers  under  subsection  3.1(b) and 3.1(c)
          exceed  $  1,200,000,   then  additional  IFS  shares  may  be  issued
          thereafter,  but such  shares may be issued  only as  Earn-out  Shares
          under  subsection  3.1(c),  and in making the  computations  set forth
          therein,  the  references in clause  (iii)(B) of subsection  3.1(e) to
          fifty  percent  (50%) shall be changed to thirty  percent (30%) , such
          that any IFS  shares  to be issued in excess of the cap shall be based
          upon 30% of the  Earnings  for the  relevant  time  period.  The total
          dollar value shall be  calculated  based on the value of the shares at
          the end of each relevant year.

          h.  Procedures  for  Issuance of  Additional  Shares.  Any  additional
     Consideration  Shares to be issued  pursuant to  subsections  3.1b and 3.1c
     shall be issued in accordance with the procedures set forth below:

               (i) After the conclusion of each of the calendar years 2000, 2001
          and 2002, and within thirty (30) days after the Company's  independent
          certified  public  accountants  having delivered to Buyer the year-end
          financial  statements for the Company, and in any event within 90 days
          of the 31st  December in each of the  calendar  years  2000,  2001 and
          2002,  Buyer  will  verify the amount of  Earnings  for such  calendar
          periods  and will  further  calculate  the number of shares that Buyer
          proposes to issue with respect thereto.

               (ii)  Buyer will  transmit  to  Sellers a written  report  either
          agreeing to the Earnings or  providing  Buyer  alternative  calculated
          Earnings.

               (iii) Seller shall have a period of sixty (60) days to review the
          calculations  and to send  notice  to  Buyer  of  their  agreement  or
          disagreement with such calculations. Each Seller may act independently
          for purposes of this  provision  and the  agreement of any one or more
          Sellers shall not bind any other  Seller.  If Sellers are in agreement
          with the  calculations  reported  by Buyer,  then they shall so notify
          Buyer  and  the  shares  shall  be  issued  within  twenty  (20)  days
          thereafter.

<PAGE>


               (iv) If any of the Sellers  disagrees,  the dispute regarding the
          calculation  of  Earnings  and/or  the  dispute  with  respect  to the
          valuation of the IFS Shares  shall be referred to binding  arbitration
          to an independent  certified public accountant  mutually  agreeable to
          the Buyer and the Seller(s) who raised the dispute. If the parties are
          unable to agree on the  selection of a single  accountant,  each party
          shall choose one  independent  accountant  and the two so chosen shall
          select  a  third.   The  decision  of  the  accountant  (or  if  three
          accountants are used, the decision of a majority) shall be binding and
          conclusive  upon both parties in the absence of manifest  arithmetical
          error, undisclosed relationship to a party or other proven fraud.

               (v) In the event that the Company is merged into Buyer or IFS, or
          otherwise    made   part   of   any   internal    reorganization    or
          recapitalization, the Buyer agrees that it will nevertheless calculate
          the  Consideration  Shares  based upon the results of operation of the
          Company  for the  periods  in  question,  and  Buyer  agrees  to cause
          separate  records to be kept  showing the results of  operation of the
          Company during the three year period following the closing.

3.2  Transaction Taxes. Subject to Buyer receiving and accepting written opinion
     of the value of the  documentary  stamp from the Seller  prior to  Closing,
     Buyer shall pay any  documentary  stamp or other transfer taxes due upon or
     with respect to the sale of the Shares to Buyer pursuant to this Agreement,
     excluding taxes levied upon Sellers' gross or net income or capital gains.

3.3  Taxes Upon Operations.

          a. Except as provided in subsection  3.3(b),  below,  the Sellers will
     cause  the  Company  to pay when due all Taxes (as  defined  in  subsection
     4.12(a)) including Taxes based upon sales,  income or value-added  amounts,
     accruing with respect to the operation of the Company prior to the Closing,
     and the Sellers agree to indemnify Buyer from any liability Buyer may incur
     with respect to the failure to pay such Taxes.

          b. With respect to income and/or  value-added  taxes for calendar year
     1999, the total taxes shall be determined,  and paid, when due, in a timely
     fashion by the Company.

3.4  Calendar  Year 1999  Results.  Sellers  covenant  that the Company  will be
     profitable(i.e.,  it will have  positive  after-UK  tax net income) for the
     twelve  months of calendar year 1999.  If the  Company's  income  statement
     (profit and loss) for calendar year 1999 shows a net loss, then the Sellers
     shall  (prorata as among them) refund to the Company an amount equal to the
     amount of the net after-tax loss plus One Dollar ($1.00). Such refund shall
     be made in cash  within 30 days after the  calendar  year 1999  results are
     available.  Between the Closing Date and December 31, 1999 the  accountants
     shall not allocate any IFS, Buyer or Affiliate  overhead to the expenses of
     the Company.

<PAGE>


3.5  Right of Offset.  Buyer and IFS may offset,  against  their  obligation  to
     issue IFS stock as consideration for acquisition of the Shares, any amounts
     due and owing by Sellers by reason of any material  breach of any warranty,
     representation  or  covenant  made by one or more  of the  Sellers  in this
     Agreement.  Refer to subsection 6.6 for time limits on such claims. Nothing
     contained  in this  paragraph  shall be  construed  as limiting the Buyer's
     rights under Article 6 hereof to the above-mentioned  rights of offset, and
     nothing in this  clause  shall  entitle  the Buyer to cancel or rescind any
     shares of IFS previously issued to Sellers.

                                    ARTICLE 4

            REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY

         The Sellers each severally warrant and represent to Buyer, and covenant
with Buyer (subject to matters set forth in the disclosure  schedules referenced
in certain subsections of this Article 4) as follows:

4.1  Corporate   Status  and  Powers.   The  Company  is  a   corporation   duly
     incorporated,  validly  existing and in good standing under the laws of the
     United Kingdom, and has the corporate power necessary to own the Assets and
     to carry on its business as presently conducted by it and to enter into and
     perform this Agreement and the transactions contemplated hereunder.

4.2  Due  Authorization  of this Agreement.  The Company has taken all requisite
     corporate  action to authorize  and approve the  execution  and delivery of
     this  Agreement  and  the  consummation  of the  transactions  contemplated
     hereunder,  and this  Agreement has been duly executed and delivered by the
     Company and  constitutes  a valid and binding  obligation  of the  Company,
     enforceable against the Company in accordance with its terms. No consent or
     approval by any third party is required in  connection  with the  execution
     and delivery by the Company of this  Agreement or the  consummation  by the
     Company of the transactions  contemplated  hereby.  More specifically,  but
     without  limiting the  generality of the  foregoing,  the execution of this
     Agreement  and the  performance  of its  terms has been  authorized  by the
     Company's board of directors and by unanimous vote of all of the Sellers.

4.3  Good Title.  The Company is the sole owner of, and has good and  marketable
     title to, all of the Assets  reflected on the Closing  Balance Sheet. As of
     the  Closing  Date,  all of  such  Assets  will be free  and  clear  of all
     liabilities,  liens and encumbrances,  except those specifically identified
     on the Closing Balance Sheet.

<PAGE>


4.4  No Conflicts.  The execution and delivery of this  Agreement by the Company
     and  the  Sellers  does  not,  and  the  consummation  of the  transactions
     contemplated hereby and compliance with terms hereof by the Company and the
     Sellers will not conflict  with,  or result in any  violation of or default
     (with or without notice or lapse of time, or both) under, or give rise to a
     right of termination,  cancellation or acceleration of any obligation or to
     loss of a material  benefit  under,  or result in the creation of any lien,
     claim, encumbrance, security interest, option, charge or restriction of any
     kind  ("Lien") upon any of the Assets of the Company under any provision of
     (i)  the  Certificate  of   Incorporation   or  Memorandum  &  Articles  of
     Association  of the  Company,  (ii)  any  material  note,  bond,  mortgage,
     indenture,  deed of trust, license, lease, Contract or arrangement to which
     the Company is a party or by which any of its Assets are bound or (iii) any
     Order or Law  applicable  to the Company or its Assets,  other than, in the
     case of clauses (ii) and (iii) above, any such items that,  individually or
     in the aggregate, would not have a material adverse effect on the business,
     assets,  financial condition or results of operations of the Company and/or
     its  subsidiaries  taken as a whole,  or on the  ability of the  Company to
     consummate  the  transactions  contemplated  hereby  (a  "Company  Material
     Adverse Effect").

4.5  Existing Contracts.

     The Company has entered into no contract,  consulting  services  agreement,
     lease or other agreement or binding promise (a "Contract")  whether oral or
     written, relating to the operation of the Company or the use of its Assets,
     except: (i) Contracts which have expired or which have been fully performed
     by the  Company  before  the date of this  Agreement,  and  (ii)  executory
     Contracts  (i.e.,  those  Contracts  under which the Company has  remaining
     obligations  of payment or  performance),  all of which are  identified  in
     Schedule  4.5.  Schedule  4.5 will be amended and updated as of the Closing
     Date.

     To the best  knowledge  of the  Sellers,  the Company  has not  breached or
     violated any of the Contracts  listed on Schedule 4.5, and has not received
     notice of any breach or violation of any Contract which was fully performed
     by the Company prior to the date of this Agreement. All Contracts listed on
     the updated  Schedule 4.5 will be valid,  enforceable and in full force and
     effect as of the Closing Date.

4.6  Government  Consents.  To the best  knowledge of the Sellers,  there are no
     filings with,  notices to,  consents,  authorizations,  licenses,  permits,
     registrations  and approvals of, and  exemptions  and other actions by, any
     Governmental Entity required in connection with the execution,  delivery or
     performance of this Agreement by the Sellers or the Company.

4.7  Capital Stock of the Company and the Subsidiaries.  The authorized  capital
     stock of the Company  consists of One Hundred Thousand  (100,000)  ordinary
     shares of One Pound Each (1 Pound  Sterling par value),  three (3) of which
     have been issued and which are owned beneficially and of record as follows:

                  David Cole -      One (1) Share
                  Geoffrey Down -   One (1) Share
                  Geoffrey Durham - One (1) Share

     All of such issued stock,  constituting the Shares, are duly authorized and
     validly issued and outstanding, fully paid and nonassessable.  There are no
     other  shares of capital  stock or other equity  securities  of the Company
     outstanding.  The Shares have not been issued in violation  of, and none of
     the Shares  are  subject  to, any  purchase  option,  call,  right of first
     refusal,  preemptive,  subscription  or similar rights under any applicable
     Law,  the  Certificate  of  Incorporation  or  Memorandum  and  Articles of
     Association of the Company, any contract,  agreement or instrument to which
     the  Company  is  subject,  bound or a party  or  otherwise.  There  are no
     outstanding warrants,  options, rights, "phantom" stock rights, agreements,
     convertible or  exchangeable  securities or other  commitments  (other than
     this  Agreement)  pursuant to which any of the Sellers or the Company is or
     may become obligated to issue, sell, purchase,  return or redeem any shares
     of  capital  stock  or  other  securities  of  the  Company.  There  are no
     outstanding bonds, debentures, notes or other indebtedness having the right
     to vote on any matters on which stockholders of the Company may vote.
<PAGE>


4.8  Financial Statements.  The Company has delivered to Buyer certain financial
     statements,  including  accountant-prepared  statements  for the year ended
     12/31/98,  and other internally generated financial  statements,  copies of
     which are annexed to this  Agreement as Exhibit  "A". At the  Closing,  the
     Sellers shall deliver to Buyer an unaudited balance sheet of the Company as
     of October 31, 1999 prepared by the Company (the "Closing  Balance Sheet").
     The Closing  Balance  Sheet shall be attached to this  Agreement as Exhibit
     "B", and is hereby  incorporated  herein by reference.  The Closing Balance
     Sheet and the other  financial  statements  given to Buyer are  hereinafter
     called the "Financial  Statements".  All Financial  Statements delivered to
     Buyer are and will be complete and correct in all material respects, are in
     accordance with all books,  records and accounts of the Company,  have been
     prepared  in  accordance  with  generally  accepted  accounting  principles
     consistently  applied throughout the periods indicated,  and fairly present
     the financial  condition of the Company as of the respective  dates thereof
     and the  results  of its  operations  for the  respective  periods  covered
     thereby.

     The  Closing  Balance  Sheet will be complete  and correct in all  material
     respects, will be in accordance with all books, records and accounts of the
     Company  and  will  be  prepared  in  accordance  with  generally  accepted
     accounting principles consistently applied and fairly present the financial
     condition of the Company as of October 31, 1999.

     In the event that there are any material  changes to the Company's  Balance
     Sheet  between  October  31, 1999 and the Closing  Date,  the Seller  shall
     prepare and attach to this  Agreement a Schedule  4.8,  which shall itemize
     any such changes, in reasonable detail.

4.9  Liabilities.  As of the Closing Date, the Company had no liabilities of any
     nature,  whether  known  or  unknown,  absolute,   accrued,  contingent  or
     otherwise,  except: (i) liabilities disclosed in the Closing Balance Sheet,
     and (ii) obligations for future  performance  under the Contracts as listed
     on Schedule 4.5.

4.10 Receivables.  The Company's  Receivables  as listed in the Closing  Balance
     Sheet represent bona fide  indebtedness  arising out of the ordinary course
     of business  and to the best  knowledge  and belief of the Sellers  will be
     collectible  within any reserves or allowances shown on the Closing Balance
     Sheet. At the Closing,  the Sellers will furnish Buyer with a detailed list
     of Receivables, duly aged, in accordance with the Company's past practices.

4.11 Employment  Matters.  There are no  contracts  of  employment  between  the
     Company and any particular employee of the Company whether oral or written,
     which cannot be  terminated  by the Company at will,  subject to any rights
     such  employees  may have  under UK law and such  contract.  Sellers  shall
     identify on Schedule 4.11 any contracts  which provide for any severance or
     other amount payable upon termination.  The directors will waive any rights
     concerning employment that they may have under English law at the Closing.
<PAGE>

4.12 Taxes.

          (a) For purposes of this Agreement,  the following  definitions  shall
     apply:

               (i) The terms  "Tax" or "Taxes"  shall  mean all  taxes,  however
          denominated,  including any interest,  penalties or other additions to
          tax that may become  payable in respect  thereof,  (A)  imposed by any
          domestic or foreign  Governmental  Entity,  which taxes shall include,
          without limiting the generality of the foregoing, all income or profit
          taxes,  value-added  taxes,  payroll and employee  withholding  taxes,
          unemployment insurance, social security taxes, sales and use taxes, ad
          valorem taxes,  excise taxes,  environmental  taxes,  franchise taxes,
          gross receipts taxes,  business license taxes,  occupation taxes, real
          and personal  property taxes,  stamp taxes,  transfer taxes,  workers'
          compensation and other governmental  charges, and other obligations of
          the same or of a  similar  nature to any of the  foregoing,  which are
          required to be paid, withheld or collected,  (B) any liability for the
          payment  of amounts  referred  to in clause (A) as a result of being a
          member of any affiliated,  consolidated, combined or unitary group, or
          (C) any liability for amounts referred to in (A) or (B) as a result of
          any obligations to indemnify another Person.

               (ii) The terms  "Return"  or  "Returns"  shall mean all  reports,
          estimates,  declarations of estimated tax, information  statements and
          returns  relating to, or required to be filed in connection  with, any
          Taxes,  including  information  returns  or  reports  with  respect to
          withholding and other payments to third parties.

          (b) Except as set forth in Schedule  4.12 (i) all Returns  required to
     be filed by or on behalf of the  Company  have been duly  filed on a timely
     basis  (giving  account to any  extensions  obtained)  and such Returns are
     true,  complete  and  correct,  (ii) all Taxes  shown to be payable on such
     Returns or on subsequent assessments with respect thereto, and all payments
     of estimated  Taxes required to be made by or on behalf of the Company have
     been paid in full on a timely basis or have been  accrued on the  Financial
     Statements,  and no other Taxes are payable by the Company  with respect to
     items or  periods  covered  by such  Returns  (whether  or not  shown on or
     reportable  on such  Returns) or with respect to any  completed  tax fiscal
     year prior to the date of this  Agreement,  (iii) the Company has  withheld
     and paid over all Taxes  required to have been withheld and paid over,  and
     complied  with all  information  reporting  and  withholding  requirements,
     including   maintenance  of  required  records  with  respect  thereto,  in
     connection   with  amounts  paid  or  owing  to  any  employee,   creditor,
     independent  contractor,  or other third party,  (iv) there are no liens on
     any of the Assets of the Company  with  respect to Taxes,  other than liens
     for  Taxes  not yet due and  payable  or for  Taxes  that  the  Company  is
     contesting  in good faith  through  appropriate  proceedings  and for which
     appropriate reserves have been established, (v) the amount of the Company's
     liability for unpaid Taxes (whether  actual or contingent)  for all periods
     through the Closing  Date does not, in the  aggregate,  exceed the accruals
     for  Taxes  reflected  on the  Closing  Balance  Sheet,  (vi)  each  of the
     Financial  Statements  properly  accrues all  liabilities for Taxes payable
     after the date of such Financial Statement attributable to transactions and
     events occurring prior to such date, in accordance with generally  accepted
     accounting  principles,  and (vii) all Taxes arising in or  attributable to
     the period from  January 1, 1999 until the Closing Date will be paid for by
     Company.

<PAGE>


          (c) The Company has made or will make available to Buyer true, correct
     and complete  copies of (i) relevant  portions of income tax audit reports,
     statements of deficiencies,  closing or other agreements  received by or on
     behalf of the  Company  relating  to Taxes  under which the Company has any
     remaining  liability or obligation,  and (ii) all income or value-added tax
     Returns and sales and use tax Returns for or including  the Company for the
     periods  ending on and after  December 31, 1997 and 1998.  The Company does
     not derive income from any country which is taxable by such country,  other
     than countries for which Returns have been duly filed and made available to
     Buyer.

          (d) The Returns of or including the Company for the years ending on or
     after  December 31, 1997 and 1998 have not been audited by a government  or
     taxing  authority,  nor is any such audit in  process,  pending  or, to the
     knowledge of the Company,  threatened,  (ii) no deficiencies  exist or have
     been  asserted  (either in  writing  or  verbally)  or are  expected  to be
     asserted,  with  respect to Taxes of the  Company,  and the Company has not
     received any notice  (either in writing or verbally) nor expects to receive
     notice that it has not filed a Return or paid Taxes required to be filed or
     paid,  (iii) the  Company  is not a party to any action or  proceeding  for
     assessment  or  collection  of Taxes,  nor has such event been  asserted or
     threatened (either in writing or verbally) against the Company, and (iv) no
     waiver or extension of any statute of limitations is in effect with respect
     to Taxes or Returns of the Company.

4.13 Equity Interests.  The Company has three (3)  subsidiaries,  being (i) Card
     Insight Ltd., (ii) Training  InsightLtd.,  and (iii) Resource Insight Ltd.,
     all of which are corporations  organized and existing under the laws of the
     United Kingdom.  Except as set forth in Schedule 4.13, the Company does not
     directly or indirectly  own any capital stock or other equity  interests in
     any other  corporation,  limited  liability  company or other  entity which
     limits the  liability of its owners,  and the Company is not a member of or
     participant in any partnership, joint venture or similar entity.

4.14 Condition of Assets. All equipment included within the Assets listed on the
     Closing   Balance  Sheet  are  in  reasonably  good  repair  and  operating
     condition, are suitable for the operations for which they are being used by
     the Company, and will be in good working order as of the Closing Date.

4.15 Absence of Changes.  Since December 31, 1998 there has not been; and during
     the  period  (if any)  between  the date this  Agreement  is signed and the
     Closing Date there will not be:

               (i) Any change in the business , results of operations, earnings,
          backlog,  prospects,  properties,  Assets,  liabilities  or condition,
          financial  or  otherwise,  of the  Company  other than  changes in the
          ordinary  course of business,  none of which,  individually  or in the
          aggregate, has been materially adverse.

               (ii) Any damage,  destruction  or loss (whether or not covered by
          insurance) materially affecting the Company or the Assets.

               (iii) Except in the ordinary course of business for full and fair
          value received, any sale, assignment, transfer or other disposition of
          any tangible or intangible Asset.

<PAGE>

               (iv) Any  amendment,  termination  or waiver of any  governmental
          permit or permission or of any right relating to the Company under any
          contract or agreement, except matters occurring in the ordinary course
          of business,  none which will be materially  adverse to the Company or
          its business.

               (v) Any material adverse change in the Company's business.

               (vi)  Any  change  in the  accounting  practices,  procedures  or
          methods of the Company.

4.16 Compliance with Laws.  Insofar as the Sellers are aware, the Company is not
     in violation  of any  statute,  ordinance,  rule,  regulation,  or case law
     authority ("Law") or any judgment,  decree or order ("Order") affecting the
     Company or the Assets and promulgated by any Governmental  Entity violation
     of which may have a Material  Adverse Effect on the financial  condition or
     the results of operations of the Company.  The Company has not received any
     notice of an alleged violation of any Law or Order affecting the Company or
     the Assets which has not been timely cured.  Any such notice received after
     the date of this Agreement  will be cured as of the Closing Date.  There is
     no Order  outstanding and affecting the Company or the Assets that requires
     or will require a material change in the manner of conducting the Company's
     business  or  materially  increase  expenditures  by or on  behalf  of  the
     Company.

4.17 Litigation and Claims.

          a. In General. Except as disclosed in Schedule 4.17 hereof there is no
     legal  action,  claim  or  controversy,   or  governmental   proceeding  or
     investigation  pending or, to the knowledge of Sellers,  threatened against
     the Company or involving  any of the Assets that:  (i) as to cases  seeking
     money damages,  individually involves a demand for damages greater than the
     Company's existing insurance  coverages or in the aggregate involve demands
     for damages greater than the Company's existing insurance  coverages;  (ii)
     seeks  declaratory,  injunctive  or  other  non-monetary  relief;  or (iii)
     questions the validity of this  Agreement or seeks to prohibit or enjoin or
     otherwise challenge the transaction contemplated hereby.

          b. Errors and Omissions.  Sellers  further  warrant and represent that
     neither  Sellers nor the Company have  received any notice that the Company
     has incurred  any  liability  to clients,  customers  or other  persons for
     errors or omissions  (i.e.  malpractice) in connection with consulting work
     done  prior  to the  Closing  Date,  and  that,  to the  best  of  Sellers'
     knowledge,  no state of facts  exist which would give rise to such a claim.
     Neither  the  Sellers nor the  Company  have  received  any written or oral
     notification  from  any  customer,  client  or  other  person  ( or  anyone
     representing a customer,  client or other person) which could or might lead
     to a claim  against  the  Company  for  alleged  errors  and  omissions  in
     connection with the performance of consulting work.

4.18 Benefit  Plans.  The  Company is not a party to or bound by any  collective
     bargaining  agreements,  union contracts,  labor  agreements,  conciliation
     agreements  or contracts  with any labor union or other  representative  of
     employees, nor any pension, profit-sharing,  bonus, commission, retirement,
     stock  option,  other  employee  benefit or welfare  plans or other similar
     plans or arrangements.


<PAGE>


4.19 Intellectual  Property.  The Company does not own or license the use of any
     patents in the  conduct of its  business.  The Company  owns (or  possesses
     adequate  licenses or other rights to use without payment of royalties) all
     copyrights,  trademarks,  trade names, service marks,  processes,  designs,
     computer software,  inventions, trade secrets, know-how, technology and the
     like necessary to carry on the Company's business.  Schedule 4.19 is a list
     and brief  description  (including,  if  applicable,  date of  application,
     filing or registration  and  registration or application  number) of all of
     the  Intellectual  Property.  The  Company  has  not  infringed  and is not
     infringing, and has not engaged and is not engaging in the unauthorized use
     or  misappropriation  of,  any  patent,   patent  application,   copyright,
     trademark,  service mark, trade name, process,  design,  computer software,
     invention,  trade secret,  know-how or technology  owned by or belonging to
     any  third  party.  There  are no actual  or,  to the  Sellers'  knowledge,
     threatened  claims against the Company relating to the Company's  ownership
     or use of any Intellectual Property.

4.20 Disclosure.  In  connection  with the  negotiation  and  execution  of this
     Agreement,   neither   the   Company,   the   Sellers   nor  any  of  their
     representatives  have made any untrue  statement of material fact, nor have
     they  omitted to state any  material  fact,  if known to the Sellers at the
     date hereof  necessary to make any of their  statements not misleading.  To
     the best  knowledge  of the Sellers  after  diligent  inquiry,  none of the
     information  included in this Agreement  (including the Exhibits hereto) or
     any other written  document  furnished or to be furnished by the Company or
     Sellers  pursuant to this  Agreement is false or misleading in any material
     respect  or  omits to  state a fact  necessary  in order to make any of the
     statements  therein not  misleading  in any material  respect.  To the best
     knowledge of the Sellers after diligent inquiry,  there is no fact that has
     a material  adverse effect or in the future might reasonably be expected to
     have a material  adverse  effect with  respect to the  Assets,  properties,
     business, profits or financial condition of the Company in any respect that
     has not been set forth or  referred  to in this  Agreement  (including  the
     Exhibits and Schedules hereto).

                                    ARTICLE 5

               REPRESENTATIONS, WARRANTIES AND COVENANTS OF BUYER

     Buyer hereby  represents  and warrants  to, and  covenants  and agrees with
Sellers as follows:

5.1  Buyer is a  corporation  duly  incorporated,  validly  existing and in good
     standing under the laws of the State of New York, is duly qualified and has
     the corporate  power to enter into and perform its  obligations  under this
     Agreement and the transactions contemplated hereunder.

5.2  IFS is a  corporation  duly  incorporated,  validly  existing  and in  good
     standing under the laws of the State of Delaware, is duly qualified and has
     the  corporate  power to issue the IFS  shares to be  delivered  to Sellers
     under this Agreement.

<PAGE>


5.3  Buyer has taken all requisite corporate action to authorize and approve the
     execution and  performance  of this Agreement and the  consummation  of the
     transactions  contemplated  hereunder,  and this  Agreement  has been  duly
     executed  and  delivered  by Buyer  and  constitutes  a valid  and  binding
     obligation  of Buyer,  enforceable  against  Buyer in  accordance  with its
     terms.  No consent or approval by any third party is required in connection
     with the  execution  and  delivery  by the Buyer of this  Agreement  or the
     consummation by the Buyer of the transactions contemplated hereby.

5.4  The making of this  Agreement  by Buyer does not  violate  the terms of any
     other  agreement  to  which  Buyer  is a party,  nor  does it  violate  the
     provisions of any court judgment or order, arbitration award or other order
     or process of any governmental agency.

5.5  Buyer  covenants to use its best  endeavors  to assist  Company to sell the
     Company's  products  and  services and develop the business of the Company.
     Further,  Buyer  covenants that Buyer will pass relevant  introductions  to
     Company  as to  persons  who may need  services  of the  type in which  the
     Company  specializes.  During the three year period  following the Closing,
     neither  the  Buyer nor IFS  shall  (directly  or  indirectly  through  any
     subsidiary or Affiliate)  conduct a consulting  practice except through the
     Company.

                                    ARTICLE 6

             SURVIVAL OF WARRANTIES; CLAIMS: RISK OF LOSS; INDEMNITY

6.1  Warranties to Continue Effective. All of the representations and warranties
     made by or on behalf of the Company and the Sellers,  as well as those made
     by the Buyer  herein,  are  intended  to be made not only as of the date of
     execution of this  Agreement,  but also as of the Closing Date. All parties
     to this  Agreement  shall take all such action as may be required to ensure
     that such representations and warranties remain true and complete as of the
     Closing Date, and each party shall deliver at Closing a written certificate
     sworn to by such party, such certificates to state that the representations
     and  warranties of such party,  made in this  Agreement,  are then true and
     continue in full force and effect.

6.2  Warranties to Survive Closing. All of the obligations,  representations and
     warranties  made by the Company and the  Sellers,  as well as those made by
     the Buyer in this Agreement shall survive the Closing and any investigation
     made by or on behalf of either party,  and shall not merge in the execution
     and delivery of the shares and the stock powers  (assignments of stock) and
     any other  documents of  transfer.  Refer to Section 6.6 hereof for express
     limitation   periods   on  claims   made  for  breach  of   warranties   or
     representations after the Closing.

6.3  Sellers'   Indemnification.   The  Sellers  hereby  jointly  and  severally
     indemnify  and agree to defend and hold Buyer and  Buyer's  successors  and
     assigns free and harmless from and against any and all liabilities, losses,
     damages and expenses suffered as a result of:

               (i) Any failure by the Company to pay any Taxes due with  respect
          to operation of the Company's business prior to the Closing Date.

               (ii) Any material breach or  nonfulfillment by the Company or any
          of  Sellers  of any of the  covenants,  terms and  conditions  of this
          Agreement to be performed or observed by the Company or any Seller, or
          as a result of material  inaccuracy or  nonfulfillment of any warranty
          or representation made by the Company and/or any Seller herein.

<PAGE>


6.4  Buyer's Indemnification.  Buyer hereby indemnifies and agrees to defend and
     hold  Sellers  free and  harmless  from and against  losses,  expenses  and
     damages suffered by Sellers as a result of:

               (i) Any failure by the Company to pay any Taxes due with  respect
          to  operation of the  Company's  business  after to the Closing  Date,
          provided such failure was not due to any act or omission to act on the
          part of the Sellers or any of them.

               (ii) Any material breach or nonfulfillment by the Buyer of any of
          the covenants,  terms and conditions of this Agreement to be performed
          or observed by the Buyer,  or as a result of  material  inaccuracy  or
          nonfulfillment of any warranty or representation made by the Company.

6.5  Procedures.   With   respect  to  claims  for  which   either  party  seeks
     indemnification, the following provisions shall apply:

          a. The indemnified party shall give written notice of any claim it may
     have  under  the  foregoing  indemnities  within a  reasonable  time  after
     learning of such claim,  and the  indemnifying  party shall  undertake  the
     defense,  of any such matter. The indemnified party shall have the right to
     participate in such defense at its own expense.

          b. Except as provided in subsection  (c) below,  a settlement may only
     be made with the consent of both Buyer and the Sellers.

          c. Either  party  shall have the right,  without  obtaining  the other
     party's  consent,  to compromise  and settle any such claim,  provided such
     party does so at its own cost and expense on the basis that such compromise
     or  settlement  waives the right to  indemnity  from the other  party,  and
     further  provided  that such  settlement  does not  involve  any  covenant,
     agreement or restriction  which would adversely impact  continuation of the
     Company's business by the Buyer after the settlement.

          d. In the event any claim should become actually enforceable against a
     party by reason of a final  judgment,  award or assessment  (or  settlement
     made with both parties' written consent),  the indemnifying party shall pay
     the same within ninety (90) days of the date it becomes enforceable.

6.6  Limitations on Indemnity Obligations.

          (a) Time  Limits.  Neither  Buyer nor Sellers  shall be liable for any
     claim for  indemnity  unless  (i) the party  sought to be made  liable  has
     received  written  Notice  from  the  party  seeking  indemnification  (the
     "aggrieved  party")  identifying  its claim in reasonable  detail,  and, if
     practical, the aggrieved party's estimate of the amount involved, not later
     than three (3) years from the Closing  Date,  and (ii) unless such claim is
     earlier settled, the aggrieved party has commenced legal proceedings within
     three (3) years after the Closing Date.

<PAGE>

          (b) Thresholds. Neither Buyer nor Sellers shall be liable with respect
     to any  individual  claim unless the amount of such claim  exceeds  (pound)
     5000 or, when aggregated with all other claims made on the same occasion or
     previously  exceeds  (pound)  10,000,  in which  case the party  liable for
     indemnification  shall be liable for the whole  amount,  and not simply the
     excess.

          (c) Maximum Dollar Limits. No individual Seller shall be liable for an
     amount in excess of the total value of the  consideration  paid and payable
     to such  Seller as  consideration  for  purchase  of his Shares  under this
     Agreement.  In  calculating  the amount of such  limit,  the  Consideration
     Shares of stock in IFS shall be valued in the manner provided in subsection
     3.1(g) (i.e.,  as of the end of each relevant year).  The parties  mutually
     acknowledge  that it may not be possible to calculate  the maximum limit of
     liability  until after  completion  of the three year period  following the
     Closing.  The  obligations  of each  Seller  under this  Article 6 shall be
     several and not joint and  several,  so that no Seller shall be required to
     pay an amount in excess of the value of the  Consideration  Shares paid and
     payable to such  Seller.  Buyer shall  likewise  not be liable to indemnify
     Sellers  for any amount in excess of the total  value of the  consideration
     due Sellers for purchase of their Shares under this Agreement.

          (d) Disclosed  Claims.Sellers  shall not be liable for any claim(s) to
     the extent that such claims (or the nature of any  potential  claims)  were
     specifically  disclosed on the Closing  Balance Sheet or in the  disclosure
     schedules  attached  hereto,  unless the amount of such claim(s) exceed the
     reserves for such claims on the Closing  Balance  Sheet,  in which case the
     Sellers shall be liable only for such excess.

          (e) Other Limits on Sellers'  Liability.Sellers shall not be liable to
     the extent that any claim by Buyer is attributable to or arises as a result
     of:

               (i) any  voluntary  act or  omission  of Buyer or its  successors
          after the Closing  outside the  ordinary  course of business and other
          than  pursuant to a legally  binding  obligation  entered  into by the
          Company before Closing; or

               (ii) the  retrospective  imposition of any tax or increase in the
          rate of any tax, or by a change in law occurring after the Closing, or
          the  withdrawal  after Closing of any published  concession or general
          practice previously made by a tax authority.

          (f)  Other  Limits.   Neither  Buyer  nor  Sellers  shall  be  liable:

               (i) to the extent that the aggrieved party is reimbursed  against
          any loss or damage  suffered  by it under  the terms of any  insurance
          policy;

               (ii)  for   liabilities   that  are   contingent   or  future  or
          unascertainable,  in which  case  such  party  shall  not be liable to
          recompense the aggrieved  party until such time as the aggrieved party
          shall have  actually  suffered the loss or incurred  the  liability in
          question in a measurable  amount (but this provision shall not prevent
          an aggrieved  party from giving  written Notice of claim or commencing
          legal  proceedings  on a timely basis as  contemplated  in  subsection
          6.6(a) above;

<PAGE>

               (iii) to reimburse  an aggrieved  party more than once in respect
          of any one claim.

          (g) Neither  the Sellers nor the Company  shall be liable for any work
     undertaken by the Company for the Buyer or IFS prior to the closing.


                                    ARTICLE 7

                  FURTHER AGREEMENTS OF THE COMPANY AND SELLERS

         Sellers hereby  jointly and severally  covenant to and agree with Buyer
as follows:

7.1  Buyer's  Investigations.  Buyer, at its expense, may make such evaluations,
     inspections  and other due  diligence  investigations  with  respect to the
     Company's  business and the Assets as Buyer may desire  provided  that such
     evaluations,   inspections  and   investigations   shall  not  unreasonably
     interfere with the operations of the Company's business. Sellers shall make
     available to all authorized representatives of Buyer, free and full access,
     during normal  business hours and upon reasonable  notice,  to the offices,
     properties  and  Business  Records  of  every  kind,   including,   without
     limitation,  the Company's  monthly balance sheets and income and operating
     statements,  and Sellers will furnish Buyer with all  additional  financial
     and operating data and other  information as to its business and properties
     that is from time to time reasonably requested. Sellers shall authorize and
     direct the Company's  independent  auditors to make  available to Buyer any
     information,  including  access to work papers,  requested by Buyer.  Buyer
     shall  keep  all  information  it  obtains  as  a  result  of  such  access
     confidential  and shall only use the same for the purposes of  effectuating
     the  transactions  contemplated  by this  Agreement.  This  confidentiality
     provision is in addition  to, and does not alter or terminate  any separate
     agreement  imposing  confidentiality/non-disclosure  obligations upon Buyer
     and Buyer's agents and Affiliates in connection with this transaction.

7.2  Operations Prior to Closing.

          a. After the date of this  Agreement  and prior to the  Closing  Date,
     Sellers shall conduct the Company's  business  substantially as it has been
     conducted prior to the date of this  Agreement.  Sellers shall use its best
     efforts  to  preserve  existing  relations  with the  Company's  employees,
     subcontractors, subconsultants and customers. Sellers shall promptly notify
     Buyer of any material matter affecting the Assets or the Company's business
     that arises from the date of this Agreement to the Closing Date.

          b. The Company has not, since  12/31/98,  and will not, after the date
     this Agreement is signed and prior to the Closing Date,  declare or pay any
     dividend or make any distribution on any of its Shares or purchase, redeem,
     or otherwise acquire or retire for value any of its Shares.

7.3  Obtaining Consents and Approvals. Sellers shall use reasonable and diligent
     efforts to obtain any  governmental  and third party consents and approvals
     necessary to complete the transactions contemplated by this Agreement.

<PAGE>


7.4  Truth of  Representations.  From the date hereof  until the  Closing  Date,
     Sellers shall,  except as Buyer  otherwise  consents in writing,  use their
     best  efforts  to cause  all  representations  and  warranties  made by the
     Company  and/or  Sellers in this Agreement to be true and correct on and as
     of the  Closing  Date.  Sellers  shall  notify  Buyer  promptly if any such
     representation or warranty ceases to be true and correct.

7.5  Repairs.  Sellers  shall cause the Company to keep the Assets in reasonably
     good repair and sound  condition,  normal use, wear and tear excepted until
     the Closing Date, or the earlier termination of this Agreement.

7.6  Continued Compliance.  The Sellers will use their best efforts to cause the
     Company to conducts its  business up until the Closing  Date in  accordance
     with all applicable Laws and Orders promulgated by any Governmental  Entity
     having  jurisdiction  over the operation of the  Company's  business or any
     aspect thereof.

7.7  Normal  Conduct of  Business.  The  Sellers  shall  conduct  the  Company's
     business  up to Closing  Date in the normal and regular  manner,  shall not
     increase  the  rate of  compensation  of any  employees  or  subconsultants
     without Buyer's written  consent.  Without making any commitment on Buyer's
     behalf, Sellers shall use their best efforts to keep available to the Buyer
     the  services  of the  Company's  present  employees  and to  preserve  the
     goodwill   of   the   Company's   customers,    independent    contractors,
     subconsultants and others having business relations with the Company.

7.8  Access.  Sellers shall allow Buyer and Buyer's  representatives full access
     during normal business hours to any existing Business Records.

7.9  No Violations of Agreements.  Sellers shall not intentionally do, or suffer
     or permit  to be done,  any acts or things  that will  cause any  equipment
     lease, any Contracts with clients,  customers,  independent  contractors or
     suppliers,  or any other Contracts involving the operation of the Company's
     business to be materially  breached,  and will  continue to perform  and/or
     observe all of the Company's obligations under all such Contracts, so as to
     preserve to Buyer the benefits thereof on and after the Closing.

7.10 Change in Fiscal Year.  After the Closing,  Sellers shall cause the Company
     to  change  its  fiscal  year  to  coincide   with  the  fiscal  year  IFS.
     Accordingly, the Company shall file a tax return for the calendar year 1999
     and shall file a short period  return for the fiscal period from January 1,
     2000 through  April 30, 2000.  Thereafter,  the Company  shall at all times
     maintain  a  fiscal  year  which  coincides  with the  fiscal  year of IFS.
     However,  consideration payable to Sellers shall continue to be measured by
     earnings achieved during calendar years as referred to in Article 3.

<PAGE>
                                    ARTICLE 8

                              CONDITIONS TO CLOSING

8.1  Conditions of Buyer's  Obligation.  The obligation of Buyer to purchase and
     pay for the Shares is subject to the  satisfaction  (or waiver by Buyer) as
     of the Closing of the following conditions:

          (a) Warranties Still True. Subject to any written  disclosures made by
     the   Sellers   in  the   updated   Schedules   to  this   Agreement,   the
     representations,  the  representations and warranties of the Company and/or
     the  Sellers  made in this  Agreement  shall  be true  and  correct  in all
     material respects, as of the date hereof and as of the Closing Date, except
     to the extent such  representations  and warranties  expressly relate to an
     earlier date (in which case such  representations  and warranties  shall be
     true and correct in all material respects, on and as of such earlier date).

          (b) Performance of Obligations. The Company and each Seller shall have
     performed or complied in all material  respects  with all  obligations  and
     covenants  required by this  Agreement to be performed or complied  with by
     them at or prior to the Closing.

          (c) No Restraints.  No Law or Order enacted,  promulgated or issued by
     any Governmental Entity, or other legal restraint or prohibition preventing
     the purchase and sale of the Shares shall be in effect.

          (d)   Incorporation   and   Memorandum  and  Articles  of  Association
     Certificate. The Sellers shall have delivered to the Buyer a certificate of
     incorporation  and memorandum  and articles of association  with respect to
     the Company, issued by Company's House.

<PAGE>

          (e)  Independent  Opinions.  The Company  shall have  delivered to the
     Buyer an opinion  of the  Company's  independent  public  accountants  (or,
     alternatively, the separate opinions of its accountants and legal counsel),
     opining that (A) the Company's corporate existence and good standing are as
     stated  in this  Agreement,  (B) they do not  know or have  any  reasonable
     grounds to know of any litigation, proceeding or governmental investigation
     pending or threatened against,  or relating to, the Company,  its Assets or
     its  business,  or which  affects  title to the  Shares or the  ability  of
     Sellers to transfer  such Shares  free of all claims and  encumbrances,  or
     which  relates to the validity and  enforceability  of this  Agreement,  or
     seeks to  restrain  the  closing  of the  transactions  envisioned  by this
     Agreement,  (C)  this  Agreement,  and  any  closing  certificates,   other
     documents  or  instruments  delivered  by the  Company  and/or the  Sellers
     pursuant hereto,  constitute the binding,  legal obligations of the Company
     and/or the Sellers,  enforceable against them except as such enforceability
     may be limited by bankruptcy laws or general principles of equity; (D) they
     do not  know or have  any  reasonable  grounds  to know of any  litigation,
     proceeding or governmental investigations pending or threatened against, or
     relating to, the Company,  its properties or business which could result in
     a Company  Material Adverse Effect,  except as previously  disclosed in the
     schedules  to this  Agreement,  (E) the  authorized  capital  stock  of the
     Company consists of one hundred thousand  (100,000)  ordinary shares of One
     Pound Each (1 Pound Sterling par value), of which three (3) such shares are
     issued to and held by the Sellers as described  in Section 4.7 hereof,  all
     of  which   outstanding   shares  are  validly   issued,   fully  paid  and
     nonassessable; (F) counsel is not aware, after due inquiry, of any existing
     options, calls or commitments of any character whatsoever, or agreements to
     grant the same,  relating to  authorized  or issued shares of the Company's
     capital  stock,  or  any  outstanding   securities   convertible   into  or
     exercisable  for such shares,  or any options,  calls or commitments of any
     character  whatsoever,  with  respect to the  issuance  or sale of any such
     convertible securities, and (G) each Seller is the record owner, and to the
     best knowledge of counsel based on diligent inquiry  (including a review of
     the stock books and minute books of the Company),  the beneficial  owner of
     the Shares referenced in Section 4.7 hereof, has duly endorsed certificates
     or  stock  powers  relating  to such  Shares,  and is  delivering  good and
     marketable  title to such Shares to the Buyer,  free and clear of all Liens
     and claims.

          (f) Share Certificates.  The Sellers will deliver  certificates as set
     out in clause 2.4(a).

          (g) No Material  Adverse Change.  The updated  Schedules  delivered to
     Buyer shall not disclose  any  liability  or  obligation  which (i) was not
     disclosed in the original  Schedules  delivered to Buyer upon  execution of
     this Agreement,  and (ii) was incurred without obtaining Buyer's consent or
     contrary to the  provisions of this  Agreement,  and (iii)  constitutes  or
     could have a Company Material Adverse Effect.

          (h) No Litigation. No suit, investigation,  action or other proceeding
     shall be  threatened  or pending  before  any court or other  agency of any
     Governmental   Entity  that  (i)   specifically   seeks  the  restraint  or
     prohibition  of, or  damages  or other  relief  in  connection  with,  this
     Agreement  or the  consummation  of the  transaction  contemplated  by this
     Agreement,  or (ii) seeks to restrain or limit the nature  and/or  scope of
     business being conducted by the Company,  or (iii) seeks money damages from
     the Company for alleged malpractice, negligence, breach of contract, breach
     of  warranty  or  other  legal  wrong  committed  by  the  Company  in  the
     performance of any work for a client or customer of the Company.

          (i) SubContractor  Agreements.  Buyer shall have satisfied itself that
     all the Sellers are willing to become and continue as subcontractors of the
     Company on the terms of their  agreements in the form of Exhibit "C" hereof
     and the Buyer  covenants  with each of the  Sellers and Vice Versa to enter
     into the said Agreements on closing.

          (j) Resignations.

<PAGE>

               (i) At Closing, Sellers shall deliver the written resignations of
          any of the Company's  officers and directors  that Buyer shall specify
          in writing are not to remain in such capacity  after the Closing.  The
          Sellers shall remain as officers of the Company after the Closing,  to
          serve as officers at the  pleasure  of the Board of  Directors,  their
          service  as  subcontractors  to be for the  terms  set  forth in their
          respective  SubContractor  Agreements  (in  the  form of  Exhibit  "C"
          hereof).  After the  Closing  and for the  duration  of the three year
          period  following the Closing,  the Company's Board of Directors shall
          be  comprised  of  the  three  (3)  Sellers,   and  up  to  three  (3)
          representatives  nominated by the Buyer.  In the event of any deadlock
          concerning  any vote or other action taken by the Board of  Directors,
          the Chairman of the Board shall be entitled to cast an additional vote
          to break the  deadlock.  During the three year  period  following  the
          Closing, the Chairman of the Board of Directors shall always be one of
          the Sellers.

               (ii)  Notwithstanding  the  foregoing,  in  the  event  that  any
          deadlock concerns the proposed termination of the engagement of any of
          the  Sellers  for a  breach  of his  Consultancy  Agreement  with  the
          Company,  the Seller  whose  engagement  is proposed to be  terminated
          shall abstain from voting (although such Seller may participate in the
          discussion)  and the  determination  shall be made by majority vote of
          the remaining directors.

               (iii) After three years have elapsed  following the Closing,  the
          Company's  Board  of  Directors  shall  be  elected  by  vote  of  the
          shareholders in accordance  with the applicable  provisions of English
          corporate  law,  so long as the company  remains a separate  corporate
          entity.  Nothing contained in this last sentence shall be construed as
          requiring  that the Buyer or IFS  maintain  the  Company as an English
          corporation  after  conclusion of the three year period  following the
          Closing,  provided  that neither the Buyer nor IFS may take any action
          which would adversely affect the Sellers' entitlement to Consideration
          Shares.

8.2  Conditions  Precedent  to the  Sellers'  Obligations.  The  obligations  of
     Sellers  to  consummate  the  transactions  contemplated  hereby  shall  be
     subject,  in each instance,  to the fulfillment by Buyer, or written waiver
     by the  Company,  of each of the  following  conditions  at or prior to the
     Closing:

          (a) Warranties Still True. The representations and warranties of Buyer
     made in this Agreement shall be true and correct in all material  respects,
     as of the date  hereof and as of the time of the  Closing as though made as
     of such time,  except to the extent  such  representations  and  warranties
     expressly relate to an earlier date (in which case such representations and
     warranties shall be true and correct in all material respects, on and as of
     such earlier  date),  in each case except for breaches as to matters  that,
     individually  or in the  aggregate,  are not  reasonably  likely  to have a
     materially adverse effect on the Buyer.

          (b) Performance of Obligations. Buyer shall have performed or complied
     in all material  respects with all  obligations  and covenants  required by
     this Agreement to be performed or complied with by Buyer by the time of the
     Closing.

          (c)  Closing  Certificate.  Buyer  shall have  delivered  to Sellers a
     certificate  dated the Closing Date and signed by an authorized  officer of
     Buyer confirming the foregoing.

          (d) No  Restraints.  No  applicable  Law or  Order  enacted,  entered,
     promulgated,  enforced or issued by any Governmental  Entity or other legal
     restraint  or  prohibition  preventing  the purchase and sale of the Shares
     shall be in effect.

<PAGE>


          (e) Legal  Opinion.  Buyer shall have delivered to Sellers the written
     opinion of Buyer's  counsel,  Harris  Beach & Wilcox,  LLP,  opining to the
     effect that the Buyer's and IFS' corporate  existence and good standing are
     as set forth in Sections  5.1 and 5.2 of this  Agreement,  and that they do
     not  know or  have  any  reasonable  grounds  to  know  of any  litigation,
     proceeding or governmental  investigation pending or threatened against the
     Buyer, which seeks to enjoin the closing of the transactions  envisioned by
     this  Agreement.  Such legal  opinion  shall be in the form of Exhibit  "D"
     hereto.

          (f) No Litigation. No suit, investigation,  action or other proceeding
     shall be threatened or pending before any court or governmental agency that
     specifically  seeks the  restraint or  prohibition  of, or the obtaining of
     damages  or  other  relief  in  connection  with,  this  Agreement  or  the
     consummation of the transaction contemplated by this Agreement.


                                    ARTICLE 9

                              TERMINATION; EXPENSES

9.1  Termination.  This  Agreement  may be  terminated  at any time prior to the
     Closing Date:

          a. By the mutual consent of Buyer and the Sellers.

          b. By Sellers,  if any of the Buyer's  representations  or  warranties
     contained in or made pursuant to this  Agreement were not true and complete
     in all material  respects  when made or if Buyer fails to perform or comply
     in all material respects with all agreements and covenants required by this
     Agreement to be performed or complied with by Buyer.

          c. By Buyer,  if any  representations  or warranties of the Company or
     the Sellers  contained in or made pursuant to this  Agreement were not true
     and complete in all material  respects  when made, or if the Company or any
     Seller  fails to  perform  or  comply  in all  material  respects  with all
     agreements  and  covenants  required by this  Agreement  to be performed or
     complied with by the Company or such Seller.

          d. By either party if this Stock Purchase  Agreement does not close by
     December 31, 1999.

9.2  Notice  of  Termination.  In the  event of  termination  of this  Agreement
     pursuant  to Section  9.1  hereof,  Notice  shall  promptly be given by the
     terminating party to the other parties to this Agreement.

9.3  Expenses Upon Termination. Except in the event of any willful breach by any
     party  hereto of its  obligations  under this  Agreement  or of any willful
     misrepresentations  herein  or  hereunder  by any  party  hereto,  if  this
     Agreement is  terminated  as provided in Section 9.1,  neither  Buyer,  the
     Company,  the  Sellers  nor any  Affiliate  of any of them  shall  have any
     liability  to any of the  others  for costs,  expenses  (including  without
     limitation,  legal and accounting  fees and expenses),  loss of anticipated
     profits  or  otherwise;  it  being  understood  that in the  event  of such
     termination,  each party shall bear its own legal and  accounting and other
     fees, costs, losses and expenses.

<PAGE>


                                   ARTICLE 10

                       SELLERS' INVESTMENT REPRESENTATIONS

         Sellers hereby represent and warrant to the Buyer and IFS that they are
acquiring  the shares of IFS common  stock to be issued  under  section 3.1 (the
"Restricted  Securities")  for their own account  with the present  intention of
holding  such  securities  for  purposes  of  investment,  and that they have no
intention of selling such  Restricted  Securities  in a public  distribution  in
violation  of  the  United  States  securities  laws  or  any  applicable  state
securities laws; provided that nothing contained herein shall prevent any Seller
and  subsequent   holders  of  Restricted   Securities  from  transferring  such
securities in compliance with the provisions of the such laws and any applicable
rules or regulations promulgated thereunder,  including without limitation, Rule
144 and (to the extent applicable, Rule 145) of the United States Securities and
Exchange Commission.

         Each  certificate for Restricted  Securities  shall be imprinted with a
legend in substantially the following form:

         "THE SECURITIES  REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED
         ON  _______________,  1999,  AND  HAVE NOT BEEN  REGISTERED  UNDER  THE
         SECURITIES  ACT OF 1933,  AS AMENDED.  THE  TRANSFER OF THE  SECURITIES
         REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE CONDITIONS  SPECIFIED
         IN THE  STOCK  PURCHASE  AGREEMENT,  DATED  NOVEMBER,  1999,  BETWEEN A
         SUBSIDIARY OF IFS INTERNATIONAL, INC. (DELAWARE) AND CERTAIN INVESTORS,
         AND THE  COMPANY  RESERVES  THE RIGHT TO REFUSE  THE  TRANSFER  OF SUCH
         SECURITIES  UNTIL SUCH  CONDITIONS  HAVE BEEN FULFILLED WITH RESPECT TO
         SUCH  TRANSFER.  A COPY OF SUCH  CONDITIONS  SHALL BE  FURNISHED BY THE
         COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE."

         If the holder of the Restricted  Securities  delivers to IFS an opinion
of legal counsel that no subsequent transfer of such Restricted Securities shall
require registration under the Securities Act, and if such opinion is acceptable
in form and substance to IFS' legal  counsel,  then the Buyer shall cause IFS to
promptly deliver new  certificates  for such Restricted  Securities which do not
bear the Securities Act legend set forth in this Article 10.

                                   ARTICLE 11

                               TAKE OVER SCENARIO

11.1 Change in  Control  at IFS.  In the event of a Change in  Control of IFS or
     Buyer,  then Buyer,  as soon as it is able,  and in any event  within sixty
     (60) days,  shall issue  shares of stock to Sellers as described in Section
     3, up to the Sum of the Soft-Cap limit regardless of the performance of the
     Company.

<PAGE>


                                   ARTICLE 12

                            MISCELLANEOUS PROVISIONS

12.1 Confidentiality.

          a. This Agreement,  the terms of the transactions  contemplated hereby
     (including  without  limitation the Purchase  Price),  and any  information
     heretofore  or  hereafter  disclosed  by any party  hereto  relating to the
     Assets,  the Company's  business,  the  transactions  contemplated  by this
     Agreement or otherwise  concerning  the  business,  operations,  affairs or
     financial condition of any party hereto, shall be kept confidential, except
     if: (i)  disclosure  is required by subpoena or other legal  process;  (ii)
     such  information is or hereafter  becomes  lawfully  obtainable from other
     sources,  (iii) such duty as to confidentiality is waived in writing by the
     party  to  whom  the  confidential  information  relates,  or  (iv)  as  to
     information concerning the Company, the Closing occurs.

          b.  If this  Agreement  is  terminated  pursuant  to  Article  9,  all
     documents,  if any, of a confidential  nature, and copies thereof delivered
     by  the   Company  to  Buyer  or  its   Affiliates   or  their   respective
     representatives or delivered by Buyer to the Company or its representatives
     shall be immediately returned.

          c.  The   obligations   of  the  parties  under  this  Section  as  to
     confidentiality  shall survive termination or abandonment of this Agreement
     for 5 years.

12.2 Publicity.  No press releases shall be issued,  nor shall the terms of this
     Agreement be disclosed to third parties,  other than the representatives of
     the parties,  without the prior  written  consent of the Company and Buyer,
     unless required by law.

12.3 Brokerage. The parties agree that no broker brought about this transaction.
     Each  party  warrants  and  represents  that  his   participation  in  this
     transaction was not the result of the activities of any broker or finder.

12.4 Notices. All notices requests, demands or other communications (a "Notice")
     required or permitted  to be sent  pursuant to this  Agreement  shall be in
     writing  and  shall be  deemed  properly  given  if  either  (i)  delivered
     personally,  or (ii) sent by registered or certified  mail,  return receipt
     requested,  (iii)  sent  by  telex  or  other  facsimile  transmission,  if
     confirmed  within one day by ordinary mail; or (iv) sent by Federal Express
     or other overnight  courier service providing written evidence of delivery.
     Any  such  Notice  shall  be  addressed  to the  parties  at the  following
     addresses:

<PAGE>


TO THE BUYER:                                   TO THE COMPANY:
------------                                    --------------

IFS International, Inc.                         Global Insight Group, Ltd.
300 Jordan Road                                 1a High Street
Rensselaer Technology Park                      Epsom, Surrey KT19 8DA
Troy, New York  12180                           United Kingdom
Attn:  David Hodge, CEO



with copy to:                                   TO THE SELLERS:
------------                                    --------------

Harris Beach & Wilcox, LLP                      David Stanley Cole
20 Corporate Woods Boulevard                    c/o Global Insight Group, Ltd.
Albany, New York  12208                         1a High Street
Attn:  Roland M. Cavalier                       Epsom, Surrey KT19 8DA
                                                United Kingdom

                                                Geoffrey Alan Down
                                                As for David Stanley Cole above

                                                Geoffrey Lennox Durham
                                                As for David Stanley Cole above

                                                With copy to:
                                                Cheyney Goulding Solicitors
                                                34/36 Chertsey Street
                                                Guildford, Surrey GUI 4HD
                                                United Kingdom
                                                Attn: J C Goulding



         Any party may change  address for receipt of Notice by Notice  given to
all other parties.

12.6 Further  Assurances.  Each party agrees that subsequent to the Closing,  at
     the request of any other party,  such party will  execute and  deliver,  or
     cause to be executed and  delivered,  such further  instruments of transfer
     and conveyance, and take such other action as may be necessary to carry out
     the  transfer  of the  Shares  and  the  consummation  of the  transactions
     contemplated by this Agreement.

12.7 Expenses.  Except to the extent any item of expense is otherwise  expressly
     provided for in this  Agreement,  each of the parties hereto shall bear the
     expenses  incurred  by  that  party  incident  to  this  Agreement  and the
     transactions contemplated hereby, including without limitation all fees and
     disbursements of counsel and accountants retained by such party, whether or
     not the transactions contemplated hereby shall be consummated.
<PAGE>

12.8 Modification or Waiver.

          a.  Modification.  This  Agreement  may not be  changed,  modified  or
     rescinded orally. Any change, modification or rescission need be in writing
     and signed by all parties.

          b. Waiver. Any waiver of the provisions of this Agreement shall not be
     effective  unless made in a writing  signed by the person  against whom the
     enforcement of any such waiver is sought.  A waiver given in any case shall
     only apply with respect to that  particular act or omission,  and shall not
     be effective as to further acts or omissions, regardless of whether they be
     of the same or similar nature.

12.9 Force  Majeure.  No party  shall be liable  for any  failure of or delay in
     performance  of its  obligations  under this  Agreement  to the extent such
     failure or delay is due to  circumstances  beyond its  reasonable  control,
     including,  without limitation, acts of God, acts of a public enemy, fires,
     floods,  wars,  civil  disturbances,  sabotage,  accidents,  insurrections,
     blockades,  embargoes,  storms,  explosions,  damage to its  plants,  labor
     disputes  (whether or not the employees'  demands are reasonable and within
     the party's power to satisfy), acts of any governmental body (whether civil
     or military,  foreign or domestic)  delay of third parties or  governmental
     bodies to grant or deliver any licenses,  permits or consents (collectively
     referred to herein as "Force Majeure"), nor shall any such failure or delay
     give the other  party the right to  terminate  this  Agreement.  Each party
     shall use its best efforts to minimize the duration and consequences of any
     failure of or delay in performance resulting from a Force Majeure event.

12.10Third Party  Beneficiaries This Agreement does not create, and shall not be
     construed as creating,  any rights enforceable by any person not a party to
     this Agreement.

12.11Assignment;  Binding  Effect;  Benefits.  Buyer may assign its rights under
     this Agreement to any Affiliate of Buyer. Such assignment shall not relieve
     Buyer of its obligations  under this  Agreement.  Except for the foregoing,
     neither  this  Agreement  nor any right,  remedy,  obligation  or liability
     arising  hereunder  shall be  assignable  by any  party  to this  Agreement
     without  the prior  written  consent of the other  parties.  Subject to the
     foregoing, this Agreement shall be binding upon and inure to the benefit of
     the parties to this Agreement and their respective successors and assigns.

12.12 Interpretation and Miscellaneous Terms.

          a. Entire  Agreement.  This  Agreement  and all Exhibits and Schedules
     attached  hereto or  incorporated  by reference,  collectively  contain the
     entire agreement and  understanding  of the parties  concerning sale of the
     Shares. There are no other  understandings,  terms, or conditions,  oral or
     written, and neither party has relied upon any representation, whether oral
     or  written,   express  or  implied,   not  contained  herein.   All  prior
     understandings,  terms,  conditions,  or agreements  are deemed  superseded
     and/or merged in this Agreement.

          b. Binding Effect.  This Agreement shall bind and inure to the benefit
     of  the  parties,   their  respective  heirs,   personal   representatives,
     successors  (by  merger,  consolidation  or  otherwise)  and any  permitted
     assigns.

<PAGE>

          c.  Severability.  If any parts of this Agreement are found to be void
     or  unenforceable,   the  remaining   provisions  of  the  Agreement  shall
     nevertheless  be binding with the same effect as though the void parts were
     deleted,  unless to do so would deprive a party of substantially the entire
     benefit of his bargain.

          d. Resolution of Disputes.  All disputes arising under this Agreement,
     including,   without   limitation,   disputes   related   to   meaning   or
     interpretation  of any provision of this Agreement  (except  disputes under
     Subsection  3.1(h)(iv))  shall be  subject to  binding  arbitration,  to be
     conducted  in  accordance  with the  then-prevailing  rules of the American
     Arbitration  Association.  The  arbitration  proceeding  shall  be  held in
     London,  England,  unless the parties  mutually agree to another  location.
     Disputes under  Subsection  3.1(h)(iv)  shall be determined by reference to
     independent accountants, as provided in such subsection.

     Nothing  contained herein shall be construed as a waiver or modification of
     any party's rights to seek  enforcement of any arbitration  award by resort
     to the courts or other Government Agency having jurisdiction over the party
     against whom enforcement is sought.  Without limiting the generality of the
     foregoing,  the party  receiving an award may seek to confirm such award or
     convert it into a judgment in accordance with applicable Laws.

          e. Governing Law. This Agreement  shall be governed by the substantive
     laws of the State of New York,  without  giving  effect to the conflicts of
     laws principles of such state.  All parties hereby  irrevocably  consent to
     the  non-exclusive  jurisdiction of the courts of the State of New York, of
     any  federal  court  located  in such State and of the courts of the United
     Kingdom in  connection  with any  action or  proceeding  to confirm  and/or
     enforce any arbitration award.

          f. Grammatical Usage. In construing this Agreement,  feminine pronouns
     shall be  substituted  for those  masculine in form (and vice  versa),  and
     plural terms shall be substituted for singular and singular for plural,  in
     any place or situation where the context so requires.

          g. Exhibits and Schedules.  All Exhibits and Schedules  referred to in
     this  Agreement  are deemed to be a part hereof,  and are  incorporated  by
     reference,  regardless of whether the same are actually  attached hereto at
     or after execution.  All disclosure Schedules referenced in Article 4 shall
     be updated as of the Closing Date.

          h.  Captions.  The captions to this  Agreement  are inserted  only for
     purposes of convenient  reference and in no way define,  limit or prescribe
     the scope or intent of this Agreement or any part hereof.

          i.   Counterparts.   This   Agreement   may  be  executed  in  several
     counterparts.  Any counterpart signed by all parties may be introduced into
     evidence in any action or proceeding  without  having to produce or account
     for  the  others.   Alternatively,   any  number  of  counterparts   which,
     collectively,   are  signed  by  all  parties   and  which  are   otherwise
     substantially  identical in their terms, may be introduced to establish the
     parties' agreement.

<PAGE>


          j.  Facsimile  Signatures.  The parties  agree that any one or more of
     them may execute a photocopy or facsimile  copy of this  Agreement  and may
     transmit such signature via facsimile,  and that such signature  shall have
     the same effect for all purposes as a manually signed original.



          [The balance of this page is left intentionally blank.]


<PAGE>


         IN WITNESS WHEREOF, the parties have executed this Agreement.

THE COMPANY:                                    BUYER:
-----------                                     -----

GLOBAL INSIGHT GROUP, LTD.                      IFS INTERNATIONAL, INC.

                                                (a New York corporation)

By:                                             By:____________________________
   ----------------------------------
David Stanley Cole                              Simon Theobald
                                                Executive Vice President

----------------------------
Geoffrey Alan Down

----------------------------
Geoffrey Lennox Durham

         IFS  International,  Inc. (the Delaware parent company) also signs this
Agreement,  solely for  purposes  of  agreeing to issue the Shares of the parent
company common stock to be issued pursuant to subsections 3.1(a), (b) and (c) of
this Agreement.

IFS INTERNATIONAL, INC.

(a Delaware Corporation)

By:_________________________
         David L. Hodge, CEO



<PAGE>


                         LIST OF EXHIBITS AND SCHEDULES

Exhibit A               Historical Financials

Exhibit B               Closing Balance Sheet

Exhibit C               Form of Consultancy Agreement for Sellers

Exhibit D               Buyers' Counsel's Legal Opinion

Schedule 4.5            Existing Contracts

Schedule 4.8            Material Changes to October 31, 1999 Balance Sheet

Schedule 4.11           Employee Contracts which provide severance or other
                        post-employment benefits.

Schedule 4.12           Tax Matters [if applicable]

Schedule 4.13           Subsidiaries & Other Equity Interests [if applicable]

Schedule 4.17           Pending and Threatened Litigation & Claims

Schedule 4.19           List of Copyrights, Trademarks & Other Intellectual
                        Property

Schedule 4.20           Disclosures Against Warranties and Indemnities



Exhibit A               Historical Financials


Exhibit B               Closing Balance Sheet


Exhibit C               Form of Consultancy Agreement for Sellers


Exhibit D               Buyers' Counsel's Legal Opinion


Schedule 4.5            Existing Contracts


Schedule 4.8            Material Changes to October 31, 1999 Balance Sheet


Schedule 4.11           Employee Contracts which provide severance or other
                        post-employment benefits.


Schedule 4.12           Tax Matters [if applicable]


Schedule 4.13           Subsidiaries & Other Equity Interests [if applicable]


Schedule 4.17           Pending and Threatened Litigation & Claims


Schedule 4.19           List of Copyrights, Trademarks & Other Intellectual
                        Property


Schedule 4.20           Disclosures Against Warranties and Indemnities