EXHIBIT 10.43

DATED 28TH MAY                                 2002
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(1)       The Vendors

(2)       The Guarantors

(3)       IVP Technology Corporation





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                  A G R E E M E N T
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    For the sale and purchase of the entire issued
   share capital of Ignition Entertainment Limited




                      EVERSHEDS
                1 Royal Standard Place
                      Nottingham
                       NG1 6FZ
                  Tel: 0115 950 7000
                  Fax: 0115 950 7111




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                                    CONTENTS

Clause                                                                  Page
1       INTERPRETATION.....................................................2
2       SALE AND PURCHASE..................................................7
3       CONSIDERATION......................................................7
4       EARN-OUT SECURITIES................................................8
5       WARRANTIES........................................................10
6       TAX COVENANT......................................................12
7       LIMITATION OF LIABILITY...........................................14
8       RESTRICTIVE COVENANTS.............................................17
9       COMPLETION........................................................19
10      GUARANTEE.........................................................23
11      ANNOUNCEMENTS.....................................................24
12      COSTS.............................................................24
13      INTEREST..........................................................24
14      NOTICES...........................................................25
15      ORDERLY MARKET....................................................25
16      GENERAL...........................................................25
SCHEDULES
1       Part I - The Vendors..............................................27
1       Part II - Guarantors..............................................27
2       Details of the Company............................................29
2       Details of other Group Members....................................30
3       The Property......................................................32
4       Warranties........................................................33
5       Accounting information............................................36



                                       1
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THIS AGREEMENT is made on 28th May                                          2002
BETWEEN

(1)     The persons  whose names and addresses are set out in Part I of SCHEDULE
        1 ("the Vendors");

(2)     The persons whose names and addresses are set out in Part II of SCHEDULE
        1 ("the Guarantors") and

(3)     IVP TECHNOLOGY  CORPORATION (a corporation  registered under the laws of
        the State of Nevada,  USA) whose  principal  office is at Suite 401-2275
        Lakeshore Boulevard West, Toronto, Ontario M8V 3Y3 ("the Purchaser")

OPERATIVE PROVISIONS

1.      INTERPRETATION

        In this Agreement:

1.1     the   following   expressions   have  the  following   meanings   unless
        inconsistent with the context:

       "THE A MACLEAN AGREEMENT"       an asset sale agreement dated on or about
                                       the date of this  Agreement  made between
                                       (1)  Archer  Donald  Maclean  and (2) the
                                       Company   relating   to  the  Assets  (as
                                       defined therein);

       "THE ACCOUNTING INFORMATION"    the accounts (if any) and other financial
                                       information  listed  in  SCHEDULE  5

       "THE ACQUISITIONS"              the business  and/or  share  acquisitions
                                       effected by the Acquisition Agreements or
                                       any of them

       "THE ACQUISITION AGREEMENTS"    together, the 3R Agreement, the A Maclean
                                       Agreement,    the   Alternative   Sources
                                       Agreement,  the I-Wish  Agreement and the
                                       Awesome Assignment

       "THE ACT"                       the Companies Act 1985


                                       2
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       "THE ALTERNATIVE SOURCES        an  asset  sale  agreement  dated  on  or
       AGREEMENT                       about  the  date of this  Agreement  made
                                       between (1)  Alternative  Sources Limited
                                       and  (2)  the  Company  relating  to  the
                                       business  of  a  wholesaler  of  computer
                                       video  games  carried  on by  Alternative
                                       Sources Limited as described therein;

       "AUDITORS"                      the  auditors  for the time  being of the
                                       Company

       "THE AWESOME ASSIGNMENT"        an assignment  of worldwide  intellectual
                                       property  dated on or  about  the date of
                                       this  Agreement and made between  Awesome
                                       Developments   Limited  and  3R  Learning
                                       Limited

       "BUSINESS(ES)"                  the business(es) specified in SCHEDULE 5

       "BUSINESS DAY"                  any day (other  than  Saturday or Sunday)
                                       on which  Clearing  Banks  are open for a
                                       full range of banking transactions

       "THE COMPANY"                   Ignition      Entertainment      Limited,
                                       registered     number    4293817    whose
                                       registered  office is at  Hanover  House,
                                       Clarendon Road, Leeds LS2 9NZ

       "COMPLETION"                    Completion  of the sale and  purchase  in
                                       accordance with CLAUSE 9

       "CONSIDERATION"                 the  consideration  for  the  sale of the
                                       Shares as stated in CLAUSE 3.1

       "CONSIDERATION SECURITIES"      15,000,000  shares in the Common Stock of
                                       the Purchaser  and 3,500,000  Convertible
                                       Preferred Shares of the Purchaser

       "CONTRACT"                      any  agreement  or   commitment   whether
                                       legally binding or not


                                       3
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       "CONVERTIBLE PREFERRED          the   3,500,000   Convertible   Preferred
       SHARES                          Shares of the Purchaser  comprised in the
                                       Consideration    Securities    and    the
                                       1,500,000  Convertible  Preferred  Shares
                                       comprised  in  the  Earn-out  Securities,
                                       each  such  Convertible  Preferred  Share
                                       being   convertible  into  10  shares  of
                                       Common Stock of the  Purchaser and having
                                       the  rights  and  being  subject  to  the
                                       conditions  specified  by  the  board  of
                                       directors of the Purchaser

       "THE DISCLOSURE LETTER"         the  letter   from  the  Vendors  to  the
                                       Purchaser  qualifying the Warranties in a
                                       form   reasonably   satisfactory  to  the
                                       Purchaser  to be delivered by the Vendors
                                       to the Purchaser pursuant to CLAUSE 9.7

       "EARN-OUT SECURITIES"           The   1,500,000   Convertible   Preferred
                                       Shares  of  the  Purchaser  to be  issued
                                       subject to attainment of certain  revenue
                                       and profit targets as set out in CLAUSE 4
                                       and to be released pursuant to the Escrow
                                       Agreement

       "ESCROW AGREEMENT"              The escrow agreement in a form reasonably
                                       satisfactory   to  the  Purchaser  to  be
                                       delivered by the Vendors to the Purchaser
                                       pursuant  to CLAUSE 9.7 and to be entered
                                       into   between   the   Vendors   and  the
                                       Purchaser  and  relating  to the issue of
                                       the  Consideration   Securities  and  the
                                       Earn-out Securities

       "EVENT"                         any   event,    fact   or    circumstance
                                       whatsoever,  including  (but not  limited
                                       to) the  earning,  receipt  or accrual of
                                       any  income,  profits or gains,  the sale
                                       and  purchase  of the Shares  pursuant to
                                       this Agreement and Completion

       "FINANCE ARRANGEMENT"           the   agreement  in  a  form   reasonably
                                       satisfactory   to  the  Purchaser  to  be
                                       entered  into between the Company and DCD


                                       4
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                                       Factors, in relation to the commitment of
                                       certain  facilities  and the issue of the
                                       Potters Securities

       "THE GROUP"                     together   the  Company  and  each  other
                                       company  details  of which are set out in
                                       SCHEDULE 2

       "GROUP MEMBER"                  any  company  which  is a  member  of the
                                       Group  and,  in the case of any  business
                                       acquired  by  any  Group  Member,   shall
                                       include  where the  context so admits any
                                       predecessor in that business

       "INDEPENDENT ACCOUNTANT"        a single independent chartered accountant
                                       or  an  independent   firm  of  chartered
                                       accountants to be agreed upon between the
                                       Vendors and the  Purchaser or (in default
                                       of such agreement) to be selected (at the
                                       instance   of  either  of  them)  by  the
                                       President  for  the  time  being  of  the
                                       Institute  of  Chartered  Accountants  in
                                       England and Wales

       "INTELLECTUAL PROPERTY          patents,   trade  marks,  service  marks,
                                       RIGHTS"   registered   designs,    design
                                       rights, copyright,  software know-how and
                                       all other  intellectual  property and any
                                       applications for the same

       "THE I-WISH AGREEMENT"          an asset sale agreement dated on or about
                                       the date of this  Agreement  made between
                                       (1) I-Wish  (Games)  Limited  and (2) the
                                       Company  relating  to the  business  of a
                                       computer   video  games   developer   and
                                       publisher  carried  on by I-Wish  (Games)
                                       Limited as described therein

       "LETTER OF INTENT"              The letter of intent  agreed  between the
                                       Purchaser and the Vendors

       "PERIOD ONE"                    the period of 12 months commencing on the
                                       date of Completion


                                       5
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       "PERIOD TWO"                    the period of 24 months commencing on the
                                       date of Completion

       "PERIOD THREE"                  the period of 36 months commencing on the
                                       date of Completion

       "POTTERS SECURITIES"            the 5,000,000  shares in the Common Stock
                                       of the  Purchaser to be issued to Potters
                                       Limited    pursuant    to   the   Finance
                                       Arrangement

       "PROFITS"                       the  profits  of the  Group  for a Period
                                       determined in accordance with CLAUSE 4

       "THE PROPERTY"                  the  property  specified  in  SCHEDULE  3
                                       (and,   if  more  than  one,   each  such
                                       property) and each and every part of such
                                       property

       "THE PURCHASER'S SOLICITORS"    Eversheds  of  1  Royal  Standard  Place,
                                       Nottingham NG1 6FZ

       "THE 3R AGREEMENT"              a share  purchase  agreement  dated on or
                                       about  the  date of this  Agreement  made
                                       between (1) Archer Donald Maclean and (2)
                                       the  Company   relating  to  3R  Learning
                                       Limited;

       "RELIEF"                        any relief, deduction or credit available
                                       from,  against or in relation to Taxation
                                       or in the  computation  for any  Taxation
                                       purpose of income, profits or gains

       "SEC"                           the US Securities and Exchange Commission

       "THE SHARES"                    all the issued  shares in the  capital of
                                       the Company

       "TAXATION"                      (a)   any tax,  duty,  impost  or levy of
                                             the  United  Kingdom  or  elsewhere
                                             whether national or local; and


                                       6
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                                       (b)   any   fine,   penalty,   surcharge,
                                             interest   or   other    imposition
                                             relating to any tax,  duty,  impost
                                             or levy or to any account,  record,
                                             form,    return   or    computation
                                             required  to  be  kept,  preserved,
                                             maintained  or  submitted  for  the
                                             purposes of any tax,  duty,  impost
                                             or levy

       "TURNOVER"                      the  gross  turnover  of the  Group for a
                                       Period   determined  in  accordance  with
                                       CLAUSE 4

       "THE VENDORS' SOLICITORS"       Blacks of  Hanover  House,  22  Clarendon
                                       Road, Leeds LS2 9NZ

       "THE WARRANTIES"                The  warranties set out or referred to in
                                       CLAUSE 5 and SCHEDULE 4;

1.2     references  to any statutory  provisions  will be construed as including
        references to any earlier or subsequent statutory provisions in force at
        any time prior to  Completion  which  they  have,  or by which they have
        been, directly or indirectly amended or replaced;

1.3     references  to clauses and  Schedules are to clauses of and Schedules to
        this  Agreement,  and  references to paragraphs are to paragraphs in the
        Schedule in which such references appear;

1.4     the Schedules  form part of this Agreement and will have the same effect
        as if in the body of this Agreement;

1.5     the headings to clauses and  paragraphs  (save for headings in SCHEDULES
        1, 2 and 3) will not affect its construction; and

1.6     references to documents  being in "agreed terms" or in the "agreed form"
        mean in the form  initialled  by or on behalf of the  parties  hereto on
        today's date.

2.      SALE AND PURCHASE

2.1     Each of the  Vendors  will  sell  with  full  title  guarantee,  and the
        Purchaser  will buy, the number of the Shares  specified  opposite  that
        Vendor's name in SCHEDULE 1.

                                       7

<PAGE>

2.2     Each of the  Shares  will be sold and bought  free from any third  party
        right,  and with all rights  attached or accruing  to it  including  all
        rights to any dividends or other  distributions paid after the execution
        of this Agreement.

2.3     Each of the  Vendors  waives any rights of  pre-emption  over any of the
        Shares.

2.4     The  Purchaser  will not be obliged to purchase any of the Shares unless
        the purchase of all the Shares is completed simultaneously.

3.      CONSIDERATION

3.1     The  consideration  for the sale of the Shares will be the  allotment to
        the  Vendors  of the  Consideration  Securities  pursuant  to the Escrow
        Agreement (and accordingly each of the Vendors will be entitled, subject
        to the terms and conditions of the Escrow  Agreement,  to such number of
        the total number of Consideration Shares as the Vendors shall agree from
        time to time and notify to the Purchaser in writing).

3.2     The  provisions of the Escrow  Agreement  shall apply in relation to the
        issue and  release  of the  Consideration  Securities  and the  Earn-out
        Securities.

4.      EARN-OUT SECURITIES

4.1     If Turnover for Period One exceeds  US$13,000,000 and Profits for Period
        One exceed  US$1,000,000  ("THE FIRST TARGET") the Purchaser shall allot
        500,000 of the Earn-out  Securities  ("THE FIRST TRANCHE") in accordance
        with the Escrow Agreement.

4.2     If Turnover for Period Two exceeds  US$26,000,000 and Profits for Period
        Two exceed  US$5,000,000 ("THE SECOND TARGET") the Purchaser shall allot
        500,000 of the Earn-out  Securities ("THE SECOND TRANCHE") in accordance
        with the Escrow  Agreement and the Purchaser  shall also allot the First
        Tranche if this has not already been allotted by reason of the fact that
        the First Target was not met in Period One.

4.3     If  Turnover  for Period  Three  exceeds  US$45,000,000  and Profits for
        Period Three exceed  US$15,000,000  ("THE THIRD  TARGET") the  Purchaser
        shall allot 500,000 of the Earn-out  Securities ("THE THIRD TRANCHE") in
        accordance with the Escrow  Agreement and the Purchaser shall also allot
        the First Tranche  and/or the Second  Tranche if these shall not already
        have been  allotted by reason of the fact that the First  Target  and/or
        the Second Target  respectively were not met in Period One and/or Period
        Two respectively.


                                       8
<PAGE>

4.4     For the  avoidance  of doubt,  if none of the First  Target,  the Second
        Target or the Third Target shall have been met in respect of Period One,
        Period  Two  and  Period  Three  respectively,   none  of  the  Earn-out
        Securities shall be allotted or issued.

4.5     Turnover  for a  Period  shall  mean  gross  revenue  as  shown  by  the
        consolidated  profit and loss  account of the Company  for the  relevant
        Period (agreed or reported in accordance with CLAUSE 4.9 such profit and
        loss  account  ("THE  PROFIT  AND  LOSS  ACCOUNT")  to  be  prepared  in
        accordance with CLAUSE 4.7.

4.6     The Profits for a Period shall mean the  consolidated  net profits after
        interest  but before tax as shown by the Profit and Loss Account for the
        relevant Period.

4.7     The Profit and Loss  Account  shall be prepared in  accordance  with the
        accounting  policies  and  principles  applied by the  Purchaser  in its
        accounts and subject thereto in accordance  with  accounting  principles
        generally  accepted in the United  States,  provided  that they shall be
        adjusted so far as necessary to take account of the following matters:

        4.7.1  any taxation on profits shall not be deducted;

        4.7.2  profits and losses shall be calculated  after  exceptional  items
               and before extraordinary items (as defined in Financial Reporting
               Standard number 3 adopted by the Accounting Standards Board);

        4.7.3  in respect of any transaction between the Purchaser and any Group
               Member which is not at arm's length,  there shall be  substituted
               terms which are at arm's length and  "transaction"  shall include
               without limitation:

        (a)    the lending or borrowing of money, and/or being party to any bank
               netting arrangement for the purposes of calculating interest;

        (b)    the  payment of  remuneration  or fees to any person who does not
               work full-time on the affairs of any Group Member;

        (c)    the  granting  of  assistance  and   facilities,   including  the
               secondment of employees and the sharing or leasing of premises;

        4.7.4  any  expenses  for which any Group Member is liable but which are
               gratuitously  met by any of the  Vendors  (or any  person  who is
               connected  with such Vendor as defined in section 839 ICTA) shall
               be deducted;

                                       9
<PAGE>

        4.7.5  any  management  charges  made  by  the  Purchaser  shall  not be
               deducted;

        4.7.6  any other  adjustment  as may be agreed in  writing  between  the
               Vendors and the Purchaser shall be made.

4.8     The conversion  rate to be used for the purposes of determining  whether
        or not any of the Targets  specified in this CLAUSE 4 has been met shall
        be the rate at which conversion takes place for  consolidation  into the
        Purchaser's accounts on an ongoing basis.

4.9     The Purchaser shall procure that:

        4.9.1  as soon as reasonably  practicable  but, in any event, by the end
               of the month following the last month of each Period the Auditors
               will  prepare  and  deliver to the  Vendors  and the  Purchaser a
               calculation  of the Turnover and Profits for the relevant  Period
               showing  the  application  of the  foregoing  provisions  of this
               CLAUSE 4. The Vendors and the  Purchaser  will then  endeavour in
               good  faith  to agree in  writing  the  amount  of  Turnover  and
               Profits.  The Vendors will have the right to consult the Vendors'
               nominated  accountant  in  relation  to  the  calculation  of the
               Turnover and Profits for the relevant  Period and the  reasonable
               costs of the Vendors' nominated  accountant in checking each such
               calculation  will be borne by the  Purchaser.  In the  absence of
               agreement  between  the Vendors and the  Purchaser  as  aforesaid
               within 7 Business Days after the Auditors'  delivery of each such
               calculation, either the Purchaser or the Vendors may by notice in
               writing to the other(s)  require the Turnover  and/or Profits for
               the  relevant  Period to be  reviewed  and  reported  upon by the
               Independent  Accountant  (whose costs shall be paid as he or they
               shall direct and who shall act as expert (and not as  arbitrator)
               in  connection  with the giving of such  report,  which  shall be
               binding except in the case of manifest error);

        4.9.2  the Vendors and the Vendors' professional advisers shall have the
               right to such access to and copies (at their own  expense) of the
               books and accounts of each Group  Member and such other  relevant
               information as will be requested by the Vendors to enable them to
               assess the calculations referred to in CLAUSE 4.9.1.

4.10    The  Earn-out  Securities  in respect of any Period  will be allotted in
        accordance with the Escrow Agreement.


                                       10
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5.      WARRANTIES

        Subject to CLAUSE 7:

5.1     Each of Barnoose Ltd, Komori Ltd and Starpath Ltd severally  warrants in
        the terms of the  Warranties  as defined in the I-Wish  Agreement  as if
        those  Warranties  were set out in full in this Agreement  provided that
        the Purchaser will not be entitled to claim that any fact or combination
        of facts constitutes a breach of any of the Warranties as defined in the
        I-Wish  Agreement  to the  extent  fairly  disclosed  in the  Disclosure
        Letter,  and each of Barnoose  Ltd,  Komori Ltd and  Starpath Ltd agrees
        that the Purchaser is entering  into this  Agreement in reliance on each
        of the said Warranties  (none of which will be construed  restrictively,
        by reference to any other Warranty or term of the I-Wish Agreement).

5.2     Each of Barnoose Ltd, Komori Ltd and Starpath Ltd severally  warrants in
        the  terms of the  Warranties  as  defined  in the  Alternative  Sources
        Agreement as if those  Warranties were set out in full in this Agreement
        provided that the Purchaser  will not be entitled to claim that any fact
        or combination of facts constitutes a breach of any of the Warranties as
        defined  in the  Alternative  Sources  Agreement  to the  extent  fairly
        disclosed in the Disclosure Letter, and each of Barnoose Ltd, Komori Ltd
        and  Starpath  Ltd  agrees  that the  Purchaser  is  entering  into this
        Agreement in reliance on each of the said Warranties (none of which will
        be construed  restrictively,  by reference to any other Warranty or term
        of the Alternative Sources Agreement).

5.3     Garnoose  Ltd  severally  warrants  in the  terms of the  Warranties  as
        defined in the 3R Agreement as if those  Warranties were set out in full
        in this  Agreement  provided that the Purchaser  will not be entitled to
        claim that any fact or combination of facts  constitutes a breach of any
        of the  Warranties  as defined in the 3R Agreement to the extent  fairly
        disclosed  in the  Disclosure  Letter  or  the  disclosures  set  out in
        schedule 5 to the 3R Agreement and the Agreed Bundle as defined therein,
        and  Garnoose  Ltd  agrees  that the  Purchaser  is  entering  into this
        Agreement in reliance on each of the said Warranties (none of which will
        be construed  restrictively,  by reference to any other Warranty or term
        of the 3R Agreement).

5.4     Garnoose  Ltd  severally  warrants  in the  terms of the  Warranties  as
        defined in the A Maclean  Agreement as if those  Warranties were set out
        in full in this  Agreement  provided  that  the  Purchaser  will  not be
        entitled to claim that any fact or  combination  of facts  constitutes a
        breach of any of the Warranties as defined in the A Maclean Agreement to


                                       11
<PAGE>

        the  extent  fairly  disclosed  in  the  Disclosure  Letter  or  in  the
        Disclosures  set out in  schedule 2 to the A Maclean  Agreement  and the
        Agreed  Bundle as defined  therein,  and  Garnoose  Ltd agrees  that the
        Purchaser  is entering  into this  Agreement  in reliance on each of the
        said  Warranties  (none of which  will be  construed  restrictively,  by
        reference to any other Warranty or term of the A Maclean Agreement).

5.5     Garnoose Ltd severally  warrants in the terms of the  warranties set out
        in clause 4 of the Awesome  Assignment as if those  warranties  were set
        out in full in this  Agreement  provided that the Purchaser  will not be
        entitled to claim that any fact or  combination  of facts  constitutes a
        breach of any of the said  warranties  in the Awesome  Assignment to the
        extent  fairly  disclosed  in the  Disclosure  Letter,  and Garnoose Ltd
        agrees that the Purchaser is entering into this Agreement in reliance on
        each  of  the  said   warranties   (none  of  which  will  be  construed
        restrictively, by reference to any other warranty or term of the Awesome
        Assignment).

5.6     Subject to CLAUSE 7, the Vendors, jointly and severally:

        5.6.1  warrant to the Purchaser in the terms of the  Warranties  set out
               in SCHEDULE 4, provided  that the Purchaser  will not be entitled
               to claim  that any fact or  combination  of facts  constitutes  a
               breach of any of those  Warranties to the extent fairly disclosed
               in the  Disclosure  Letter,  and  agree  that  the  Purchaser  is
               entering  into  this   Agreement  in  reliance  on  each  of  the
               Warranties  (none of which will be  construed  restrictively,  by
               reference to any other Warranty or term of this Agreement);

        5.6.2  will  indemnify the  Purchaser  against any  reasonable  costs or
               expenses  (including  legal  costs)  which it may  incur,  either
               before or after  the  commencement  of any  action,  directly  or
               indirectly as a result of any breach of any of the Warranties;

        5.6.3  undertake  that,  if any  claim  is made  against  any of them in
               connection  with the sale of the  Shares to the  Purchaser,  they
               will not make any claim against any Group Member,  or against any
               director  or employee  of any such Group  Member,  on which or on
               whom any of them may have relied before agreeing to any provision
               of this  Agreement  or the  Disclosure  Letter,  but so that this
               undertaking  will not preclude any Vendor from  claiming  against
               any other  Vendor under any right of  contribution  to which such
               Vendor may be entitled.


                                       12
<PAGE>

5.7     In this Agreement, unless otherwise specified, where any Warranty refers
        to the  knowledge or  awareness of the Vendors (or similar  expression),
        each Vendor will be deemed to have such  knowledge  or awareness as such
        Vendor  would have  obtained  had such  Vendor  made all due and careful
        enquiries into the subject matter of that Warranty and, where any of the
        Warranties set out in SCHEDULE 4 so refers,  the knowledge and awareness
        of any one of the Vendors will be imputed to the remaining Vendors.

6.      TAX COVENANT

6.1     In this CLAUSE 6:

        6.1.1  references  to Events  include  Events  which are  deemed to have
               occurred for any Taxation purpose;

        6.1.2  references  to an Event which  occurred  on or before  Completion
               include the combined  result of two or more Events,  the first of
               which occurred on or before Completion;

        6.1.3  references to the loss of a Relief include the  disallowance of a
               Relief and the failure to obtain a Relief; and

        6.1.4  references  to a  payment  of  Taxation  which a Group  Member is
               liable to make  include  any stamp  duty  which is charged on any
               document,  or in the  case of a  document  which is  outside  the
               United  Kingdom  any stamp  duty  which  would be  charged on the
               document if it were  brought  into the United  Kingdom,  which is
               necessary to establish the title of the Group Member to any asset
               or in the  enforcement or production of which the Group Member is
               interested,  and any interest,  fine or penalty  relating to such
               stamp duty.

6.2     Subject to CLAUSE 7, Garnoose Ltd covenants with the Purchaser to pay to
        the Purchaser an amount equal to the amount of:

        6.2.1  any  payment  of, or in respect  of,  Taxation  which 3R Learning
               Limited  has  made or is  liable  to make as a result  of,  or in
               connection   with,   any  Event  which   occurred  on  or  before
               Completion; and

        6.2.2  any payment of Taxation which 3R Learning Limited would have been
               liable to make as a result of, or in connection  with,  any Event


                                       13
<PAGE>

               which  occurred  on or before  Completion  but for the use of any
               Relief or the set-off of any right to repayment of Taxation; and

        6.2.3  any payment of Taxation which 3R Learning  Limited would not have
               been liable to make but for the loss of any Relief  (including  a
               Relief  surrendered to 3R Learning Limited by another company) as
               a result of, or in connection  with,  any Event which occurred on
               or  before  Completion,  on the  basis of the  rates of  Taxation
               current at the date of the loss,  assuming  for this purpose that
               3R Learning Limited had sufficient  profits or was otherwise in a
               position actually to use the Relief; and

        6.2.4  any repayment of Taxation to which 3R Learning Limited would have
               had the right but for the loss of such  right as a result  of, or
               in  connection  with,  any  Event  which  occurred  on or  before
               Completion; and

        6.2.5  any costs,  fees or  expenses  (including  reasonable  and proper
               legal costs) incurred by 3R Learning  Limited or the Purchaser in
               connection with:

        (a)    any matter in respect of which  Garnoose  Ltd is or may be liable
               under any of CLAUSES 6.2.1 TO 6.2.4 (inclusive); or

        (b)    taking or  defending  any action  (including  but not  limited to
               legal proceedings) under this CLAUSE 6.

6.3     Except as required by law all payments by Garnoose Ltd under this CLAUSE
        6 will be made free and clear of all deductions and withholdings.

6.4     If any deduction or  withholding is required to be made from any payment
        by Garnoose Ltd under this CLAUSE 6 or if (ignoring any available Relief
        or right to repayment of Taxation)  the Purchaser is subject to Taxation
        in respect of any payment by Garnoose Ltd under this CLAUSE 6,  Garnoose
        Ltd covenants with the Purchaser to pay to the Purchaser such additional
        amount  as is  necessary  to ensure  that the net  amount  received  and
        retained by the  Purchaser  (after taking  account of such  deduction or
        withholding  or  Taxation)  is equal to the  amount  which it would have
        received  and  retained  had the payment in question not been subject to
        the deduction or withholding or Taxation.


                                       14
<PAGE>

7.      LIMITATION OF LIABILITY

7.1     In this CLAUSE 7, save where expressly provided,  "warranty claim" means
        any claim  which  would (but for this CLAUSE 7) be capable of being made
        against the Vendors  (or any of them) for breach of the  Warranties  and
        "tax  claim"  means any claim  which  would  (but for this  CLAUSE 7) be
        capable of being made against the Vendors (or any of them) for breach of
        the covenant in CLAUSE 6.

7.2     Except to the  extent  that any  warranty  claim or tax claim  arises by
        reason of any fraud or dishonest or wilful  misstatement  or omission by
        or on behalf  of (in the case of any of the  warranties  referred  to in
        CLAUSES 5.1 TO 5.5 (INCLUSIVE)) the relevant Vendor warrantor or (in the
        case  of any of the  warranties  set out in  SCHEDULE  4) any one of the
        Vendors,  the liability of the Vendors in respect of any warranty  claim
        or tax claim will be limited as follows:

        7.2.1  subject to CLAUSES 7.2.2 AND 7.2.3,  the  aggregate  liability of
               the Vendors in respect of all warranty claims and tax claims will
               be limited to the aggregate value of the Consideration Securities
               receivable by the Vendors,  the  aggregate  value of the Vendor's
               Consideration  Securities for these purposes being their value as
               at the date of exchange of this  Agreement  or the date of claim,
               whichever is the lesser;

        7.2.2  subject to CLAUSES 7.2.3, the aggregate  liability of the Vendors
               in  respect  of all  warranty  and  tax  claims  relating  to tax
               warranties  and  covenants  in  relation  to  corporation  tax on
               trading income will be limited to (pound)10,000;

        7.2.3  the  aggregate  liability  of each of the  individual  Vendors in
               respect of all warranty claims and tax claims will not exceed the
               value of the Consideration  Securities  receivable by such Vendor
               valued at the date of exchange of this  Agreement  or the date of
               claim, whichever is the lesser;

        7.2.4  the Vendors will be under no liability to make any payment unless
               their  aggregate  liability in respect of all warranty claims and
               tax  claims  is in excess of  (pound)10,000,  in which  event the
               Vendors will (subject to the other provisions of this CLAUSE 7.2)
               be liable for the whole amount of such  liability  and not merely
               for the excess;


                                       15
<PAGE>

        7.2.5  no warranty claim shall be brought against the Vendors unless and
               then to the extent that written particulars thereof (specifically
               identifying in reasonable  detail the specific matters in respect
               of which the claim is made)  shall have been  notified in writing
               to the Vendors  within 18 months of the date of  Completion.  Any
               such claim shall (if it has not previously been satisfied settled
               or  withdrawn)  be deemed to have been  withdrawn 6 months  after
               notification  under this clause unless  proceedings in respect of
               the claim  shall have been  commenced  by being  both  issued and
               served on the Vendors by such date;

        7.2.6  in the event that the  Purchaser  is  entitled to recover any sum
               (whether  by payment,  discount,  credit or  otherwise)  from any
               third  party in respect of any matter for which a warranty  claim
               could be made against the Vendors,  upon the Vendors indemnifying
               and  securing  the  Purchaser  to  the  Purchaser's  satisfaction
               against all costs or other  liabilities,  the Purchaser shall, or
               procure  that the Company  shall,  take all  reasonable  steps to
               recover  such sum  before  making  the claim  except  where it is
               necessary  to make a warranty  claim to protect  the  Purchaser's
               position  having  regard  to  the  provisions  of  the  preceding
               sub-clause hereof and any sum recovered will reduce the amount of
               the warranty  claim;  and, in the event of the recovery  from the
               third party being delayed until after the warranty claim has been
               satisfied  by the Vendors,  the  Purchaser  shall  account to the
               Vendors in respect of any amount so recovered (after deduction of
               all  reasonable  costs and  expenses of the  recovery)  up to the
               amount of the warranty claim;

        7.2.7  in the event that a warranty  claim against the Vendors arises as
               a result of or in  connection  with a  liability  to or a dispute
               with any third party,  the Purchaser shall forthwith give written
               notice of it to the Vendors  and,  upon the Vendors  indemnifying
               and  securing  the  Purchaser  to  the  Purchaser's  satisfaction
               against all costs or other  liabilities,  it shall  procure  that
               there be taken such action as the Vendors may reasonably  request
               to avoid,  dispute,  resist,  appeal,  compromise  or defend such
               liability  or  dispute  and  adjudication  in  respect  of it and
               (again,  subject  to  being  similarly  indemnified  and  secured
               against  all  costs or other  liabilities)  the  Purchaser  shall
               instruct such  solicitors or other  professional  advisors as the
               Vendors  may  nominate to act on behalf of the  Purchaser  or the
               Company but in accordance  with the Vendors'  instructions to the
               intent  that  the  conduct  of the  dispute  shall  be  delegated
               entirely to the Vendors.  The  Purchaser  shall  procure that the


                                       16
<PAGE>

               Vendors  and their  professional  advisers  are given  reasonable
               access to the  records  and  personnel  of the  Company and shall
               supply all  information  reasonably  requested by or on behalf of
               the Vendors;

        7.2.8  no  liability  shall  attach to the  Vendors  in  respect  of any
               warranty  claim to the  extent  that it  relates  to any loss for
               which the Purchaser or the Company is indemnified by insurance;

        7.2.9  no  liability  shall  attach to the  Vendors  in  respect  of any
               warranty claim or tax claim ("a Claim"):

        (a)    if such Claim  would not have arisen but for a change in the rate
               of Taxation or a change in legislation made after the date hereof
               or a change by the  relevant  taxing  authority  in the method of
               applying  or  calculating  the rate of  Taxation  after  the date
               hereof  or a  change  in any  statutory  concession  or  practice
               previously made by the Inland Revenue (whether or not such change
               purports to be effective  retrospectively in whole or in part) or
               if such claim would not have  arisen but for any  judgment of any
               court delivered after the date hereof;

        (b)    to the  extent  that such Claim  would not have  arisen but for a
               change in the  treatment of any assets or  liabilities  or of the
               Taxation attributable to timing differences in future accounts of
               the Company or but for any other change in the  accounting  basis
               upon which the Company prepares its future accounts;

        (c)    to the extent that the amount thereof  corresponds to an increase
               in the  value  of the  assets  of the  Company  or the  Purchaser
               resulting from a reduction in its liability to Taxation except in
               so far as such increase is  attributable to any decrease in rates
               of Taxation, or variation by the relevant taxing authority in the
               method of  applying or  calculating  the rate of  Taxation,  made
               after Completion;

        (d)    to the extent  that such Claim  would not have  arisen but for an
               omission or a voluntary  act of the  Purchaser  or the Company or
               transaction  occurring  after  Completion  outside  the  ordinary
               course and which the  Purchaser  or the  Company (as the case may
               be) knew or ought  reasonably  to have known would give rise to a
               Claim;

        (e)    to the extent to which the Taxation assessed on the Company would
               not have been so assessed had the Company not rendered  itself by


                                       17
<PAGE>

               virtue  of some act or  event  occurring  on or after  Completion
               unable to setoff  against the profits or gains so taxable any tax
               losses incurred by the Company prior to Completion;

        (f)    to the extent  that it is made on the basis that it appears  that
               the  Company  is  wholly or in part  deprived  or is sought to be
               deprived of any relief or  allowance  or credit or  exemption  or
               right to repayment of tax or suffers any  depletion  reduction or
               loss  of any  relief  allowance  credit  exemption  or  right  to
               repayment  of tax provided  however that if any such  deprivation
               depletion  reduction  or  loss  results  in the  Company  thereby
               suffering  a  liability  to make a payment in respect of tax then
               the  amount of such  liability  shall  itself  give rise to a tax
               claim.

7.3     The Vendors  will not be liable in respect of any tax or warranty  claim
        if and to the extent  that the loss  occasioning  it has been  recovered
        pursuant to any other tax or warranty claim.

8.      RESTRICTIVE COVENANTS

8.1     In  consideration  for the Purchaser  agreeing to buy the Shares each of
        the Vendors and the Guarantors (together  "Covenantors")  covenants that
        such  Covenantor  will not,  without  the prior  written  consent of the
        Purchaser,  whether  directly  or  indirectly  and  whether  alone or in
        conjunction  with,  or on behalf  of, any other  person  and  whether as
        principal,  shareholder,  director, employee, agent, consultant, partner
        or otherwise:

        8.1.1  for  a  period  of 12  months  immediately  following  Completion
               canvass, solicit or approach, or cause to be canvassed, solicited
               or  approached,  for orders any person who at any time during the
               12 months immediately  preceding the date of Completion is or was
               negotiating  with any Group  Member  for the  supply by any Group
               Member of goods or  services or is or was a client or customer of
               any  Group  Member,  where  the  orders  relate  to goods  and/or
               services  which are  competitive  with or of the type supplied by
               any  such  Group   Member  at  any  time  during  the  12  months
               immediately preceding the date of Completion;

        8.1.2  for a period of 12 months immediately following Completion,  deal
               or contract  with any person who at any time during the 12 months
               immediately   preceding   the  date  of   Completion  is  or  was
               negotiating  with any Group  Member  for the  supply by any Group
               Member of goods or  services or is or was a client or customer of
               any Group  Member,  where the dealing or  contracting  relates to


                                       18
<PAGE>

               goods and/or services which are  competitive  with or of the type
               supplied  by any such  Group  Member  at any time  during  the 12
               months immediately preceding the date of Completion;

        8.1.3  for a  period  of 12  months  immediately  following  Completion,
               interfere, or seek to interfere, with the continuance of supplies
               to any Group  Member  from any  supplier  who has been  supplying
               goods and/or  services to any Group Member at any time during the
               12 months  immediately  preceding  the date of Completion if such
               interference  causes  or  would  cause  that  supplier  to  cease
               supplying, or materially reduce its supply of, those goods and/or
               services to any such Group Member;

        8.1.4  for a  period  of 12  months  immediately  following  Completion,
               solicit or entice,  or endeavour to solicit or entice,  away from
               any Group Member, or employ, any person employed in a managerial,
               supervisory,  technical, programming or sales capacity by, or who
               is or was a consultant  to, any Group Member at  Completion or at
               any time during the period of 12 months immediately preceding the
               date of Completion;

        8.1.5  within the UK, Europe and North America for a period of 12 months
               immediately   following  Completion  be  engaged,   concerned  or
               interested in any business which  supplies goods and/or  services
               which are  competitive  with or of the type supplied by any Group
               Member;

        8.1.6  at anytime  immediately  following  Completion  use in connection
               with any business which is  competitive  with the business of any
               Group Member any name (in whatever  form) which includes the name
               of any  Group  Member  or any  trading  style  or get up which is
               confusingly  similar  to that used by any Group  Member as at the
               date of Completion; or

        8.1.7  at any  time  after  Completion  make use of,  disclose  or cause
               unauthorised disclosure to any person (except those authorised by
               the  Purchaser  in writing to know),  any secret or  confidential
               information   relating  to  any  Group  Member   which   includes
               confidential or secret information relating to its trade secrets,
               know-how,  ideas, business methods,  finances,  prices,  business
               plans, marketing plans,  development plans, manpower plans, sales
               targets,    sales    statistics,    customer   lists,    customer
               relationships, computer systems or computer software.


                                       19
<PAGE>

8.2     The parties agree that each of the undertakings set out in this CLAUSE 8
        is separate and severable and, if any of such undertakings or part of an
        undertaking is held to be against the public  interest or unlawful,  the
        remaining  undertakings or part of the undertaking will continue in full
        force.

8.3     The  undertakings set out in this CLAUSE 8 shall not apply to the extent
        that any of the  Covenantors are working as an employee or consultant to
        any Group Company.

9.      COMPLETION

        The sale and purchase of  the Shares will be completed at the offices of
        the Purchasers' Solicitors immediately, when:

9.1     the  Vendors  will  deliver  to the  Purchaser  (or as it may  otherwise
        agree):

        9.1.1  duly executed  transfers of the Shares in favour of the Purchaser
               (or  as  it  will  direct)   together  with  all  relevant  share
               certificates;

        9.1.2  transfers  of all shares in any Group Member not held in the name
               of the Company or another Group Member duly executed in favour of
               the Purchaser  (or as it will direct)  together with all relevant
               share certificates;

        9.1.3  the  certificate  of   incorporation,   any   certificate(s)   of
               incorporation  on  change  of  name,  the  common  seal  and  the
               statutory  books and  registers  (all entered up to date) of each
               Group Member;

        9.1.4  all deeds and documents relating to the title of any Group Member
               to the Property;

        9.1.5  all cheque books in current use of each Group Member;

        9.1.6  bank  statements  in respect of each account of each Group Member
               as at the close of  business  on the last  Business  Day prior to
               Completion, together in each case with a reconciliation statement
               to show the position at Completion  (listing  unpresented cheques
               drawn or  received  by the  relevant  Group  Member and  standing
               orders payable since the date of such bank statements);

        9.1.7  all  licences,   certificates  or  other   documents   previously
               specified by the Purchaser;


                                       20
<PAGE>

        9.1.8  duly executed powers of attorney in the agreed terms;

        9.1.9  duly executed deeds of waiver in the agreed terms executed by all
               the Vendors.

9.2     each  Vendor will repay,  and will  procure  that any spouse or child of
        such Vendor or any company of which such Vendor  (and/or any such spouse
        or child) has control (as defined in section 840 Income and  Corporation
        Taxes Act 1988) will repay,  all amounts  owed by him,  her or it to any
        Group Member, whether due for payment or not;

9.3     the Vendors will procure that duly convened meetings are held at which:

        9.3.1  the transfers referred to in CLAUSE 9.1 (subject to stamping) are
               approved  for  registration  in the books of the  relevant  Group
               Member;

        9.3.2  any  persons  nominated  by  the  Purchaser  (including  for  the
               avoidance of doubt Brian  MacDonald)  are appointed as additional
               directors and as secretary of specified Group Members; and

        9.3.3  all existing instructions to the bankers of each Group Member are
               revoked  and  new  instructions  given  to  such  bankers  as the
               Purchaser may nominate, in such form as the Purchaser directs;

        9.4    Archer Donald  Maclean,  Martin Derek  Monnickendam,  Vijay Kumar
               Chadha and Ajay Kumar Chadha will enter into  service  agreements
               with the Company in the agreed terms;

9.5     The Purchaser and the Vendors will enter into the Escrow Agreement; and

9.6     The Purchaser  shall  procure that Hassan Sadiq and Shabir  Randeree are
        appointed to the board of the Purchaser.

9.7     Without  prejudice  to the  provisions  of  the  Escrow  Agreement,  the
        Purchaser  shall  not be  obliged  to  allot or  issue  or  release  the
        Consideration Securities or the Earn-out Securities unless and until the
        following  conditions  have satisfied (or waived by the Purchaser) on or
        before  the  date  falling  45  calendar  days  after  the  date of this
        Agreement:

        9.7.1  the  delivery to the  Purchaser of the  following  documents in a
               form reasonably satisfactory to the Purchaser, (where applicable)
               duly  executed  by  or  on  behalf  of  the  Vendors  and/or  the
               Guarantors as the relevant documents may require:-

        (a)    all of the original counterparts of this Agreement;


                                       21
<PAGE>


        (b)    the Disclosure Letter (including any annexures  thereto) (for the
               avoidance of doubt, but without  prejudice to the foregoing,  the
               Disclosure  Letter  must not  disclose  any  material  matter  or
               matters not previously  brought to the  Purchaser's  attention at
               the date of this Agreement);

        (c)    the Accounting Information;

        (d)    the Escrow  Agreement  (provided  that the  Purchaser  shall have
               provided  to the  Vendors'  Solicitors  a first draft of the same
               within 14 calendar days after the date of Completion);

        (e)    a legal  opinion in respect of each of the  Vendors to the effect
               that the Vendor in respect of which the opinion is given has full
               power to enter into and perform this Agreement and this Agreement
               constitutes obligations binding on such Vendor in accordance with
               its terms;

        (f)    certified copies of the executed Acquisition Agreements;

        (g)    certified  copies of all of the  disclosure  letters  and  agreed
               bundles referred to in the Acquisition Agreements;

        (h)    certified   copies  of  any  and  all  releases  and/or  consents
               necessary  to  transfer  the  assets  and/or  shares  transferred
               thereby;

        (i)    certified  copies of all of the  ancillary  and  other  documents
               referred to in the Acquisition Agreements;

        (j)    certified copies of the service agreements  referred to in CLAUSE
               9.4;

        (k)    certified  copies of the all matters or documents  required to be
               delivered  pursuant to CLAUSE 9.1 which the Purchaser  reasonably
               believes have not been dealt with;

        (l)    certified  copies  of  the  declarations  of  existing   business
               interests given to the Company by each of M D  Monnickendam,  V K
               Chadha and A K Chadha;

        (m)    certified  copies of the deed of  indemnity  entered into between
               the Company and Awesome Developments Limited;


                                       22
<PAGE>

        (n)    a  certified  copy  of the  Consultancy  Agreement  entered  into
               between  the  Company  and  Montpelier   (Search  and  Selection)
               Limited;

        (o)    certified  copies of the  letters of  indemnity  relating  to the
               I-Wish  Agreement from M Monnickendam,  A K Chadha and V K Chadha
               to the Company;

        (p)    a  certified  copy of the  supplemental  agreement  entered  into
               between the I-Wish  (Games)  Limited and the Company  relating to
               the I-Wish Agreement;

        (q)    a  certified  copy  of the  termination  agreement  entered  into
               between 3R Learning Limited,  Awesome  Developments  Limited, A D
               Maclean, M D Monnickendam, V K Chadha and A K Chadha;

        (r)    a  certified  copy of the letter of  resignation  from  Katharine
               Alexandra Medinger to 3R Learning Limited; and

        (s)    a  certified  copy of the  letter  of  appointment  of  Brian  J.
               MacDonald as non-executive director of the Company;

        (t)    members' resolutions in the agreed terms.

9.8     Without  prejudice  to the  provisions  of  the  Escrow  Agreement,  the
        Purchaser  shall not be obliged to allot or issue or release the Potters
        Securities  unless and until the Purchaser is reasonably  satisfied with
        the Finance Arrangement.

9.9     Without  prejudice to the generality of CLAUSE 9.7, the Escrow Agreement
        shall cover, inter alia but without limitation, the following matters:-

        9.9.1  the terms and  conditions on which the  Consideration  Securities
               and the Earn-out  Securities and the Potters  Securities  will be
               issued and released in accordance with the phasing  proposals set
               out in the Letter of Intent;

        9.9.2  the right for the  Purchaser  to set-off  from the  Consideration
               Securities and/or the Earn-out  Securities any claims it may have
               under this Agreement; and

        9.9.3  the right for the  Purchaser  to set-off  from the  Consideration
               Securities and/or the Earn-out  Securities any taxation for which
               either the Purchaser or any Group Member is liable arising out of
               the allocation of those Securities,  including without limitation
               any PAYE and National Insurance  contributions payable in respect
               of Securities allotted to employees.


                                       23
<PAGE>


9.10    The Escrow Agreement shall be negotiated and agreed by the Purchaser and
        Hassan Sadiq who shall each use their reasonable endeavours to agree the
        form of the Escrow  Agreement  within  the time  limits  referred  to in
        CLAUSE 9.7.

9.11    In the event of the  Purchaser  failing to provide a draft of the Escrow
        Agreement  within the timescale set out in CLAUSE 9.7.1 (D) above, or in
        the event of the Escrow  Agreement  not being  executed by the Purchaser
        within the period set out in CLAUSE 9.7 above,  then the Purchaser shall
        immediately  upon the expiry of those timescales be obliged to allot the
        Consideration  Securities  and the Earn-out  Securities in favour of the
        Vendors without restriction.  Time shall be of the essence in connection
        with these requirements.

10.     GUARANTEE

10.1    In  consideration  of the Purchaser  entering into this  Agreement  each
        Guarantor  irrevocably and  unconditionally  guarantees to the Purchaser
        the  full  and  due  performance  by his  Guaranteed  Vendor  of all its
        obligations  under or arising out of this Agreement  including,  without
        limitation,  any  liability  or  obligation  to  pay  damages  or  other
        compensation  for any breach of any of the Warranties or to pay sums due
        under CLAUSE 6.

10.2    Each Guarantor:

        10.2.1 agrees to indemnify and keep  indemnified  the Purchaser  against
               all losses,  claims,  liabilities,  costs and expenses (including
               legal costs) which may be incurred by the  Purchaser by reason of
               any default on the part of his Guaranteed  Vendor to pay, observe
               or perform any of the obligations referred to in CLAUSE 10.1 when
               due; and

        10.2.2 undertakes  that,  in the event of any claim  being made  against
               that  Guarantor,  that  Guarantor will not make any claim against
               any Group Member or any directors or employee of any Group Member
               on which or on whom his  Guaranteed  Vendor or that Guarantor may
               have  relied  before  agreeing to any term of this  Agreement  or
               authorising any statement in the Disclosure Letter

        subject to the  Purchaser  having  first taken all  reasonable  steps to
        recover the said monies from the relevant Guaranteed Vendor.


                                       24
<PAGE>

10.3    It is hereby agreed that any amendment to or variation of this Agreement
        or any granting of time or other  indulgence  to or  compromise  with or
        agreement  not to sue any Vendor,  any  Guarantor or any other person or
        any other act, omission or circumstances  which but for this CLAUSE 10.3
        might operate to prejudice,  affect or otherwise  diminish the liability
        of any Guarantor will not release, prejudice,  diminish or affect in any
        way the  liabilities  of any Guarantor or the remedies  conferred on the
        Purchaser under this CLAUSE 10.

10.4    This CLAUSE 10 is for each  Guarantor a  continuing  guarantee  and will
        remain in force until all the liabilities and obligations referred to in
        CLAUSE 10.1 have been irrevocably paid and satisfied in full.

10.5    Without  prejudice  to the  Purchaser's  rights  against  the Vendors as
        principal  debtor,   each  Guarantor  agrees  that  any  liabilities  or
        obligations  referred to in CLAUSE 10.1 which may not be  recoverable on
        the  footing  of a  guarantee  or which  are or  become  illegal,  void,
        voidable,  unenforceable,  discharged by any insolvency or irrecoverable
        will  nevertheless  be  recoverable  from and  enforceable  against that
        Guarantor as sole or  principal  debtor and will be paid or performed by
        that Guarantor on demand.

10.6    In this clause reference to "his Guaranteed  Vendor" means in respect of
        each  Guarantor the Vendor listed  against his or her name in PART II of
        SCHEDULE 1.

11.     ANNOUNCEMENTS

        No  announcement  concerning  the  transactions   contemplated  by  this
        Agreement  will (save as required by law) be made by the Vendors  except
        with the prior  written  approval of the  Purchaser or by the  Purchaser
        except with the prior  written  approval of any of the Vendors.  For the
        avoidance of doubt,  the Vendors hereby consent to the Purchaser  making
        such  announcement  in respect of this Agreement as shall be required by
        SEC.

12.     COSTS

        Each  party to this  Agreement  will bear  their own costs and  expenses
        relating to this Agreement, except where otherwise expressly stated.

13.     INTEREST

        If any Vendor becomes liable to pay any sum pursuant to this  Agreement,
        whether by way of damages or  otherwise,  such  Vendor will be liable to
        pay  interest  on such sum from the due date for  payment  at the annual


                                       25
<PAGE>

        rate of 4 per cent  above  the base  lending  rate  from time to time of
        Royal Bank of Scotland  plc,  accruing on a daily basis until payment is
        made, whether before or after any judgment.

14.     NOTICES

14.1    Any  demand,  notice  or other  communication  in  connection  with this
        Agreement  will be in writing and will,  if  otherwise  given or made in
        accordance  with this  CLAUSE  14, be deemed to have been duly  given or
        made as follows:

        14.1.1 if sent by prepaid first class post,  on the second  Business Day
               after the date of posting; or

        14.1.2 if delivered by hand,  upon delivery at the address  provided for
               in this CLAUSE 14; or

        14.1.3 if sent by facsimile,  on the day of transmission provided that a
               confirmatory copy is, on the same Business Day that the facsimile
               is transmitted,  sent by pre- paid first class post in the manner
               provided for in this CLAUSE 14,

        provided  that, if it is delivered by hand or sent by facsimile on a day
        which is not a Business Day or after 4.00pm on a Business Day, it will
        instead be deemed given or made on the next Business Day.

14.2    Any such  demand,  notice or other  communication  will,  in the case of
        service by post or delivery by hand,  be addressed  to the  recipient at
        the  recipient's  address stated in this Agreement or such other address
        as may from time to time be notified in writing by the  recipient to the
        sender as being the  recipient's  address for  service and will,  in the
        case of service by facsimile, be sent using a facsimile number then used
        by the  recipient,  provided  that  if  given  or made to any one of the
        Vendors  (or his or her  personal  representatives)  or to the  Vendors'
        Solicitors,  it will be treated  as validly  given or made to all of the
        Vendors.

15.     ORDERLY MARKET

        The Vendors hereby undertake not to dispose of any of the  Consideration
        Securities or the Earn-out Securities (without the prior written consent
        of  the  Purchaser)   unless  such  disposal  is  executed  through  the
        Purchaser's  brokers designated in writing by the Purchaser from time to
        time and in keeping with the rules of the SEC.


                                       26
<PAGE>

16.     GENERAL

16.1    This  Agreement  will be  binding  on and enure for the  benefit of each
        party's successors, assigns and personal representatives.

16.2    Except  insofar as they have been fully  performed  at  Completion,  the
        provisions  of this  Agreement  will  continue  in full force and effect
        notwithstanding Completion.

16.3    The  parties  will  do  anything  which  may  be  required  on or  after
        Completion to vest in the Purchaser  legal and  beneficial  ownership of
        the Shares and otherwise to give effect to the terms of this Agreement.

16.4    Failure or delay by any party in  exercising  any right or remedy  under
        this Agreement will not operate as a waiver of it.

16.5    Any waiver of any breach of this  Agreement  will not be deemed a waiver
        of any  subsequent  breach and will in no way affect the other  terms of
        this Agreement.

16.6    The formation, existence,  construction,  performance,  validity and all
        aspects  whatsoever of this  Agreement or of any term of this  Agreement
        will  be  governed  by  English  law.  The  English   Courts  will  have
        jurisdiction  to  settle  any  disputes  which  may  arise  out of or in
        connection with this Agreement.  The jurisdiction agreement contained in
        this CLAUSE 16.6 is made for the benefit of the  Purchaser  only,  which
        accordingly retains the right to bring proceedings in any other court of
        competent  jurisdiction.  The  parties  agree  to  submit  to  the  said
        jurisdiction.

16.7    The parties to this  Agreement  do not intend that any of its terms will
        be enforceable by virtue of the Contracts  (Rights of Third Parties) Act
        1999 by any person not a party to it.



                                       27
<PAGE>


                                   SCHEDULE 1

                              PART I - THE VENDORS


                      NUMBER AND CLASS OF SHARES TO BE SOLD
 NAME AND ADDRESS
                        ORDINARY 2P SHARES       (POUND)1 PREFERENCE
                                                 SHARES
Barnoose Ltd            126,316                  136,184
Komori Ltd              378,947                  322,158
Starpath Ltd            126,316                  86,395
Garnoose Ltd            126,316                  Nil
Potters Limited         221,053                  1,634,210



                              PART II - GUARANTORS




           NAME AND ADDRESS                       GUARANTEED VENDOR

Martin Derek Monnickendam               Barnoose Ltd
Beech House
14 Weetwood Crescent
Westwood
Leeds LS16 5NS

Vijay Kumar Chadha                      Komori Ltd
2 Overton Drive
Wanstead
London E11 2NJ

Ajay Kumar Chadha                       Starpath Ltd
24 Bassett Wood Drive
Bassett
Southampton SO16 3PS

Archer Donald Maclean                   Garnoose Ltd
Stone End
Chapel Close
Litchborough
Northamptonshire NN12 8HZ



                                       28
<PAGE>



                                   SCHEDULE 2

                             DETAILS OF THE COMPANY


Name of Company                 :    Ignition Entertainment Limited

Registered number               :    4293817

Registered office               :    Hanover  House, 22 Clarendon Road,
                                     Leeds LS2 9NZ

Date of incorporation           :    26 September 2001

Place of incorporation          :    England and Wales

Status of Company               :    Private limited company

Authorised share capital             (pound)4,000,000  divided  into  75,000,000
                                :    shares  of  2  pence  each  and   2,500,000
                                     redeemable preference shares of (pound)1.00
                                     each

Issued share  capital           :    (pound)19576.96    divided   into   978,948
                                     ordinary   shares  of  2  pence   each  and
                                     (pound)2,178,947   divided  into  2,178,947
                                     preference shares of (pound)1.00 each

Directors' full names           :    Martin  Derek  Monnickerdam,   Vijay  Kumar
                                     Chadha,  Ajay  Kumar  Chadha,   Peter  John
                                     Hamilton,   Hassan   Sadiq,   Shabir  Ahmed
                                     Randeree and Tariq Parvez Hussain

Secretary's full name           :    Tariq Parvez Hussain

Accounting reference date       :    30 September

Description of business         :    Development, publishing and distribution of
                                     computer games



                                       29
<PAGE>


                         DETAILS OF OTHER GROUP MEMBERS


Name of Group Member            :    3R Learning Limited

Registered number               :    4117514

Registered office               :    C/o  Phipp & Co, 6  Nottingham  Road,  Long
                                     Eaton, Nottingham NG10 1HP

Date of incorporation           :    30 November 2000

Place of incorporation          :    England and Wales

Status                          :    private limited company

Authorised share capital        :    (pound)100 divided into 100 ordinary shares
                                     of(pound)1 each

Issued share capital            :    (pound)1  divided  into  1  ordinary  share
                                     of(pound)1

Beneficially owned by the       :    the whole of the issued share capital
Company

Registered shareholders         :    Name and address           Number and class
                                                                of shares held

                                     Ignition Entertainment     1 ordinary share
                                     Limited whose registered    of (pound)1
                                     office is at Hanover
                                     House, Clarendon Road,
                                     Leeds LS2 9NZ

Directors' full names           :    Archer Donald Maclean

Secretary's full name           :    Katharine Alexandra Medinger

Accounting reference date       :    30 November



                                       30
<PAGE>

Auditors                        :    None

Bankers                         :    None

Description of business         :    Ownership  and   exploitation   of  certain
                                     intellectual  property in  computer  games,
                                     interactive  entertainment  and educational
                                     products




                                       31
<PAGE>


                                   SCHEDULE 3

                                  THE PROPERTY


Short particulars of the Property (stating whether freehold or leasehold; in the
case of leasehold, giving brief details of the lease and including short
particulars of any tenancy or licence affecting the title)

TITLE HOLDER                             USE

Licence to occupy  168-172  Brooker      offices
Road, Waltham Abbey, Essex


Proposed premises:
The White House, Banbury
(use: offices)



                                       32
<PAGE>


                                   SCHEDULE 4

                                   WARRANTIES


1.      SCHEDULES 1 & 2; CAPITAL

1.1     The  information  contained in SCHEDULES 1 and 2 is true and complete in
        all respects.

1.2     The  Shares  and the shares  shown in  SCHEDULE  2 of the Group  Members
        (other than the  Company)  are in issue fully paid and are  beneficially
        owned and registered as set out in SCHEDULES 1 AND 2 free from any third
        party right.

1.3     No  Contract  has been  entered  into which  requires or may require any
        Group Member to allot or issue any share or loan capital.

1.4     No Group  Member  has any  interest  in the  share  capital  of any body
        corporate.

2.      INFORMATION SUPPLIED TO THE PURCHASER

2.1     All  information  contained  in any  document  or written  communication
        supplied to the  Purchaser or any of its advisers by or on behalf of the
        Vendors or a Group Member in the course of the  negotiations  leading to
        the execution of this  Agreement is so far as the Vendors are aware true
        in all  respects  and is  not  misleading  because  of any  omission  or
        ambiguity  save as amended in  subsequent  correspondence  between those
        parties.

2.2     The  Vendors  are not aware of any fact or matter  concerning  any Group
        Member and/or its business and affairs which could  reasonably have been
        expected to influence  the decision of the  Purchaser to enter into this
        Agreement.

3.      FINANCE ARRANGEMENT

        The Company has entered into the Finance Arrangement.

4.      THE ACQUISITIONS

4.1     Each of the Acquisition Agreements has been completed in accordance with
        its terms as supplied to the  Purchaser  or its advisers by the Vendors'
        Solicitors.

4.2     Each of the  Vendors or the  Sellers (as the case may be), as defined in
        the Acquisition Agreements, had full power to enter into and perform the
        Acquisition  Agreement  to  which  he or it is a party  and the sell the
        business(es) and/or assets and/or shares agreed to be sold thereby,  and


                                       33
<PAGE>

        the Acquisition Agreements were duly authorised by all necessary acts of
        the Vendors or the Sellers (as the case may be) and constitute valid and
        binding  obligations  on the Vendors  and the  Sellers  party to them in
        accordance with their terms.

4.3     Each  of the  Acquisitions  was  made  for a fair  value  and was and is
        lawful.

4.4     The Company has no assets or  liabilities  other than those  acquired or
        assumed  pursuant  to (a) the  Acquisition  Agreements,  (b) the Finance
        Arrangement  or (c) acquired or assumed in the ordinary  course of trade
        since the date of the Acquisition Agreements.

4.5     Each Group Member has carried on its business and traded in the ordinary
        course  since  the  date  of  completion  of  each  of  the  Acquisition
        Agreements and did not trade prior to completion of the same.

5.      INSOLVENCY

        In respect of each of the Group Members, the Vendors and the Guarantors,
        and also in respect of each of the Vendors and the Sellers (as defined
        in the Acquisition Agreements):-

5.1     no  petition  has  been  presented  and no order  has been  made for its
        bankruptcy  (in the case of an  individual) or for its winding-up and no
        trustee  in  bankruptcy  or  administrative  receiver,  receiver  and/or
        manager (as  appropriate) has been appointed of the whole or any part of
        any of its property;

5.2     (in the case of a  corporate  entity) no  administration  order has been
        made  appointing an  administrator  in respect of it and no petition has
        been presented for an administration order in respect of it;

5.3     (in the case of an  individual)  no  interim  order has been made and no
        voluntary  arrangement  has been approved under Part VIII Insolvency Act
        1986 in respect of it;

5.4     (in the case of a corporate  entity) no voluntary  arrangement  has been
        approved  under  Part  I  Insolvency  Act  1986  and  no  compromise  or
        arrangement has been sanctioned  under section 425 of the Act in respect
        of it;

5.5     no distress,  execution or other process which remains  undischarged has
        been  levied on any of its assets and it has not  stopped the payment of
        its  debts or (in the case of a  corporate  entity)  received  a written


                                       34
<PAGE>

        demand pursuant to section  123(1)(a)  Insolvency Act 1986 and it is not
        unable to pay its debts within the meaning of section 123 Insolvency Act
        1986 nor could it be deemed  to be  unable to pay its debts  within  the
        meaning of section 123 Insolvency Act 1986;

5.6     (in the case of an individual) no receiver or interim  receiver has been
        appointed over any part of its property;

5.7     (in the case of a corporate entity) no disqualification order has at any
        time been made  pursuant  to the  provisions  of the  Company  Directors
        Disqualification Act 1986 against any officer or employee of that entity
        or any person who is now such an officer or employee;

5.8     there are no facts known to any of the Vendors or the  Guarantors  which
        could give rise to any of the  events or  circumstances  referred  to in
        this PARAGRAPH 5.





                                       35
<PAGE>


                                   SCHEDULE 5

                             ACCOUNTING INFORMATION


-------------------------------------------------------------------------------
  GROUP MEMBER    BUSINESS          ACCOUNTING INFORMATION        ACCOUNTING
                                                                REFERENCE DATE
-------------------------------------------------------------------------------
The Company    I Wish (Games)         The profit and loss          19.07.2001
                                      account for I-Wish
                                      (Games) Limited for the
                                      period from 21 June
                                      2001 to 31 March 2002
                                      and the balance sheet
                                      for that company as at
                                      31 March 2002 copies of
                                      which are annexed to
                                      the Disclosure Letter

               Alternative Sources    The profit and loss          21.06.2001
                                      account for Alternative
                                      Sources Limited for the
                                      period from 19 July
                                      2001 to 31 March 2002
                                      and the balance sheet
                                      for that company as at
                                      31 March 2002 copies of
                                      which are annexed to
                                      the Disclosure Letter.


               Archer Maclean         None                         N/A


3R Learning                           None                         30.11.2000
Limited


                                       36
<PAGE>
SIGNED by Martin Derek Monnickendam )
in the presence of:                 )
Witness signature:
Name:
Address:
Occupation:


SIGNED by Vijay Kumar Chadha        )
in the presence of:                 )
Witness signature:
Name:
Address:
Occupation:


SIGNED by Ajay Kumar Chadha         )
in the presence of:                 )
Witness signature:
Name:
Address:
Occupation:


SIGNED by Archer Donald Maclean     )
in the presence of:                 )
Witness signature:
Name:
Address:
Occupation:


SIGNED by Vijay Kumar Chadha         )
 duly authorised to sign for         )
and on behalf of                     )
BARNOOSE LTD                         )
in the presence of:                  )


Witness signature:
Name:
Address:
Occupation:


SIGNED by Vijay Kumar Chadha         )
 duly authorised to sign for         )
and on behalf of                     )
KOMORI LTD                           )
in the presence of:                  )


Witness signature:
Name:
Address:
Occupation:


                                       37
<PAGE>


SIGNED by Vijay Kumar Chadha         )
 duly authorised to sign for         )
and on behalf of                     )
STARPATH LTD                         )
in the presence of:                  )


Witness signature:
Name:
Address:
Occupation:


SIGNED by Vijay Kumar Chadha         )
 duly authorised to sign for         )
and on behalf of                     )
GARNOOSE LTD                         )
in the presence of:                  )


Witness signature:
Name:
Address:
Occupation:



SIGNED by Vijay Kumar Chadha         )
 duly authorised to sign for         )
and on behalf of                     )
POTTERS LIMITED                      )
in the presence of:                  )


Witness signature:
Name:
Address:
Occupation:


SIGNED by Vijay Kumar Chadha         )
 duly authorised to sign for         )
and on behalf of                     )
IVP TECHNOLOGY CORPORATION           )
in the presence of:                  )


Witness signature:
Name:
Address:
Occupation:



                                       38