<PAGE>


        DATED                     SEPTEMBER                           2001
        ------------------------------------------------------------------


        (1)      D C PAIN AND D K PAIN

        (2)      TRANSWORLD HEALTHCARE (UK) LIMITED





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

                                A G R E E M E N T

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




                          For the sale and purchase of
       the entire issued share capitals of Staffing Enterprise Limited and
                        Staffing Enterprise (PSV) Limited








                                    EVERSHEDS


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






<PAGE>

                                    CONTENTS
<TABLE>
<CAPTION>
Clause                                                              Page
<S>                                                                 <C>
1      INTERPRETATION.................................................1
2      SALE AND PURCHASE..............................................4
3      COMPLETION.....................................................5
4      GUARANTEES.....................................................5
5      WARRANTIES AND INDEMNITIES.....................................6
6      LIMITATION ON CLAIMS...........................................7
7      RESTRICTIVE COVENANTS..........................................9
8      ANNOUNCEMENTS.................................................11
9      COSTS.........................................................12
10     INTEREST......................................................12
11     VENDORS' PROTECTIONS..........................................12
12     NOTICES.......................................................15
13     ASSIGNMENT....................................................16
14     GENERAL.......................................................16
15     GOVERNING LAW AND JURISDICTION................................17
16     COUNTERPARTS..................................................17

SCHEDULES
1      The Vendors...................................................18
2      Details of the Companies......................................19
3      Non-Taxation Warranties.......................................21
4      Taxation......................................................39
5      Completion Arrangements.......................................64
6      The Property..................................................68
7      Provisions regarding Additional Consideration.................69
8      Part A - The First Loan Note Instrument.......................75
9      Part B - The Second Loan Note Instrument.....................100
10     Provisions regarding Retention Fund..........................125
11     Employees....................................................132

AGREED FORM DOCUMENTS

1.     Budget
2.     Disclosure Letter
3.     Software Agreement
4.     Retention Fund Instruction Letter
5.     Service Agreements
</TABLE>



<PAGE>


THIS AGREEMENT is made on                           September 2001

BETWEEN

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

(2)    TRANSWORLD HEALTHCARE (UK) LIMITED (registered number 3370146) whose
       registered office is at Stone Business Park, Brooms Road, Stone,
       Staffordshire ST15 0TL ("the Purchaser").

OPERATIVE CLAUSES

1.     INTERPRETATION

       In this Agreement:

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

<TABLE>
<CAPTION>
       <S>                                  <C>
       "ACCOUNTING DATE"                    30 November 2000

       "ACCOUNTS"                           the audited accounts of each of the Companies for
                                            the three financial years which ended on 30 November
                                            in the years 1998, 1999 and 2000, each comprising a
                                            balance sheet, a profit and loss account, notes,
                                            directors' and auditors' reports and a cash flow
                                            statement

       "ADDITIONAL CONSIDERATION"           the additional consideration for the sale of the
                                            shares agreed or determined in accordance with
                                            SCHEDULE 7

       "BANK"                               any bank which is providing funding to any member of
                                            the Purchaser's Group and any holding company of such
                                            bank or any subsidiary or undertaking of that holding
                                            company or such bank from time to time as those terms
                                            are defined in the Companies Act 1985

       "BUDGET"                             the budget and cash flow statement for the period of 24
                                            months ended on 30 September 2003 in the agreed terms

       "BUSINESS DAY"                       any day (other  than a Saturday  or Sunday) on which  banks
                                            are open in London for normal banking business

       "CA 1985"                            the Companies Act 1985

       "COMPANIES"                          Staffing Enterprise Limited and Staffing Enterprise (PSV)
                                            Limited details of which are set
</TABLE>


                                       1
<PAGE>

<TABLE>
<CAPTION>
       <S>                                  <C>
                                            out in SCHEDULE 2

       "COMPLETION"                         completion of the sale and purchase of the Shares in
                                            accordance with CLAUSE 3

       "CONSIDERATION"                      the Initial Consideration and the Additional Consideration

       "CONTRACT"                           any agreement or commitment whether conditional or
                                            unconditional and whether by deed, under hand, oral or
                                            otherwise

       "DISCLOSURE LETTER"                  the letter having the same date as this  Agreement from the
                                            Vendors to the Purchaser qualifying the Warranties

       "EMPLOYEES"                          those individuals employed by the Companies (or either of
                                            them) as set out in SCHEDULE 10 other than the Temporary
                                            Workers

       "ENCUMBRANCE"                        any mortgage, charge, pledge, lien, assignment by way of
                                            security, option, restriction, claim, right of pre-emption,
                                            right of first refusal, third party right or interest, other
                                            encumbrance or security interest of any kind, or other
                                            preferential arrangement having similar effect

       "FIRST LOAN NOTES"                   the loan notes 2001 - 2006 to be issued by the Purchaser to
                                            the Vendors as part of the Initial Consideration for the
                                            sale of the Shares which are guaranteed by Barclays Bank plc
                                            in the form set out in Part A of SCHEDULE 8

       "ICTA"                               Income and Corporation Taxes Act 1988

       "INITIAL                             CONSIDERATION" the sum of (pound)4,800,000 (four million
                                            eight hundred thousand pounds) and the issue of loan notes to a
                                            value of (pound)10,000,000 (ten million pounds)

       "KEY EMPLOYEES"                      David Pain, Deborah Pain, Katrina Daniels, Helen Wood and
                                            Judith Ward

       "PROPERTY"                           the property specified in SCHEDULE 6 and each part of such
                                            property

       "PURCHASER'S GROUP"                  the Purchaser and any holding company of the Purchaser or any
                                            subsidiary or subsidiary undertaking of that holding company or
                                            the Purchaser from time to time as those terms are defined in the
                                            Companies Act 1985
</TABLE>


                                       2
<PAGE>

<TABLE>
<CAPTION>
       <S>                                  <C>
       "PURCHASER'S SOLICITORS"             Eversheds of 1 Royal Standard Place Nottingham NG1 6FZ

       "RELEVANT CLAIM"                     any claim for breach of any of the Warranties

       "RETENTION FUND"                     the sum of(pound)700,000 to be governed by the provisions of
                                            SCHEDULE 9

       "SECOND LOAN NOTES"                  the loan notes 2002 - 2007 to be issued by the Purchaser
                                            to the Vendors as the Additional Consideration for the
                                            sale of the Shares which are to be guaranteed by a major
                                            clearing bank and to be in the form the same as set out in
                                            Part A of SCHEDULE 8 save for the  changes set out in Part B
                                            of SCHEDULE 8

       "SHARES"                             all the issued shares in the capitals of the Companies

       "SOFTWARE AGREEMENT"                 the intellectual property assignment to be entered into
                                            between David Christopher Pain and the Purchaser in the
                                            agreed terms

       "TEMPORARY WORKERS"                  those individuals retained by the Companies (or either of
                                            them) to provide nursing and other services on behalf of the
                                            Companies (or either of them) to their clients

       "VENDORS' SOLICITORS"                Howard Kennedy of 19 Cavendish Square London W1A 2AW

       "WARRANTIES"                         the representations and warranties set out or referred to
                                            in CLAUSE 5, SCHEDULE 3 and Part 3 of SCHEDULE 4;
</TABLE>

1.2    references to any statute or statutory provision include, unless the
       context otherwise requires, a reference to the statute or statutory
       provision as modified or re-enacted and in force from time to time prior
       to Completion and any subordinate legislation made under the relevant
       statute or statutory provision in force prior to Completion;

1.3    references to persons will include bodies corporate, unincorporated
       associations and partnerships;

1.4    references to a document being "in the agreed terms" are to that document
       in the form agreed and for the purposes of identification initialled by
       or on behalf of the Vendors and the Purchaser;

1.5    all obligations, representations and warranties on the part of two or
       more persons are entered into, given or made by such persons jointly and
       severally;


                                       3
<PAGE>

1.6    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;

1.7    the Schedules form part of this Agreement and will have the same force
       and effect as if expressly set out in the body of this Agreement;

1.8    the headings in this Agreement will not affect its interpretation;

1.9    any phrase introduced by the term "include", "including", "in particular"
       or any similar expression will be construed as illustrative and will not
       limit the sense of the words preceding that term; and

1.10   in SCHEDULE 3 PARAGRAPHS 8.3.2 and 9.2 "material" or "materially" shall
       refer to a positive or negative differential of 5% or more.

2.     SALE AND PURCHASE

2.1    Each of the Vendors will sell with full title guarantee, and the
       Purchaser will buy, the number of Shares specified opposite that
       Vendor's name in SCHEDULE 1. The Shares will be sold free of any
       Encumbrance and with all rights attached or accruing to them at or after
       the date of this Agreement.

2.2    The Consideration for the sale of the Shares is the aggregate of:

       2.2.1    the Initial Consideration; and

       2.2.2    the Additional Consideration agreed or determined in accordance
                with SCHEDULE 7; and

       each of the Vendors will be entitled to receive the sum of the Initial
       Consideration and the proportion of the Additional Consideration
       specified opposite that Vendor's name in SCHEDULE 1.

2.3    The Initial Consideration shall be satisfied as follows:

       2.3.1    as to (pound)4,800,000 in cash payable at Completion of which
                (pound)4,100,000 shall be payable to the Vendors in the amount
                set out opposite that Vendor's name in column 3 of SCHEDULE 1
                and of which (pound)700,000 shall be paid into the Retention
                Fund Account to be dealt with in accordance with the provisions
                of SCHEDULE 9; and

       2.3.2    as to (pound)10,000,000 by the issue credited as fully paid to
                each of the Vendors of the nominal amount of the Loan Notes as
                shall equal the figure set out opposite that Vendor's name in
                column 4 of SCHEDULE 1.

2.4    Subject to PARAGRAPH 7 of SCHEDULE 7, the Additional Consideration (if
       any) shall be issued by the Purchaser to the Vendors within 10 Business
       Days of agreement by the Purchaser and the Vendors of the 2002 Pre Tax
       Profit or, failing such agreement, receipt by the Purchaser of the
       report of the Independent Accountant ("2002 Pre Tax Profit" and
       "Independent Accountant" as defined in SCHEDULE 7).


                                       4
<PAGE>

2.5    The Additional Consideration shall be satisfied by the issue in
       accordance with CLAUSE 2.4 to each of the Vendors credited as fully paid
       of the nominal amount of the Second Loan Notes as shall equal the
       proportion of the Additional Consideration set out opposite that Vendor's
       name in column 5 (headed "Proportion of Additional Consideration") of
       SCHEDULE 1.

3.     COMPLETION

3.1    Completion will take place at the offices of the Purchaser's Solicitors
       or as otherwise agreed immediately after the signing of this Agreement.

3.2    At Completion, the Vendors and the Purchaser will comply with SCHEDULE 5.

3.3    The Vendors' Solicitors are authorised to receive the Consideration on
       behalf of the Vendors and payment to them of that part of the
       Consideration to be satisfied in cash and delivery to them of duly
       executed certificates in the agreed terms in favour of the Vendors in
       respect of that part of the Consideration to be satisfied by Notes will
       be a good and sufficient discharge to the Purchaser and the Purchaser
       will not be further concerned as to the application of the monies so paid
       or certificates so delivered.

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

3.5    The Purchaser shall procure that immediately after Completion each of the
       Companies shall purchase such insurance policies and/or additional cover
       as are requested by the Purchaser and the effect of the cost of such
       policies and/or additional cover for the purposes of calculating the
       Additional Consideration shall be as set out in PARAGRAPH 4.10 of
       SCHEDULE 7.

3.6    The Vendors undertake to the Purchaser to:

       3.6.1    as soon as practicable after Completion obtain duly executed
                contracts of employment in the agreed terms of Katrina Daniels
                and Susan Jones;

       3.6.2    as soon as practicable after Completion obtain the correct
                number of licences for all software packages used by the
                Companies; and

       3.6.3    within 3 months of Completion to document the software program
                referred to in the Software Agreement and deliver such document
                to the Purchaser.

4.     GUARANTEES

4.1    The Vendors will procure that on Completion each of the Companies is
       released from any guarantee, indemnity, counter-indemnity, letter of
       comfort or other obligation given by the Companies (or either of them) to
       any third party in respect of a liability of any person other than the
       Companies.

4.2    The Purchaser undertakes to the Vendors that as soon as reasonably
       practicable following Completion the Purchaser will use all reasonable
       endeavours to obtain the release of each Vendor from any guarantee,
       indemnity, counter-indemnity, letter of comfort or other obligation given
       by such Vendor to any third party in respect of a liability of the
       Companies (or either of them) and of which full particulars are


                                       5
<PAGE>

       contained in the Disclosure Letter. Pending such release, the Purchaser
       undertakes to indemnify the relevant Vendor against all amounts paid by
       such Vendor to any third party pursuant to any such obligation (and all
       costs incurred in connection with such obligation) arising after the date
       of this Agreement save that this indemnity shall not extend to any matter
       giving rise to a Relevant Claim or a claim under Part 2 of SCHEDULE 4 or
       the indemnities set out in CLAUSE 5.5.

5.     WARRANTIES AND INDEMNITIES

5.1    The Vendors warrant to the Purchaser in the terms of the Warranties. The
       Vendors acknowledge that the Purchaser is entering into this Agreement in
       reliance on each Warranty, which has also been given as a representation
       and with the intention of inducing the Purchaser to enter into this
       Agreement.

5.2    The Warranties are qualified by all facts and matters fairly and clearly
       disclosed in the Disclosure Letter. No other information of which the
       Purchaser has knowledge (actual or constructive) will prejudice or reduce
       any claim made by the Purchaser in respect of the Warranties. The
       provisions of section 6(2) of the Law of Property (Miscellaneous
       Provisions) Act 1994 are hereby excluded.

5.3    Without restricting the Purchaser's rights to claim damages on any other
       basis, the Vendors undertake that following a breach of Warranty the
       Vendors will pay on demand to the Purchaser (or as the Purchaser directs)
       a sum equal to the aggregate of the amount of any loss or liability which
       the Companies (or either of them) would not have been subject to or which
       would not have incurred had the breach of Warranty not occurred.

5.4    The Vendors undertake to indemnify the Purchaser against all reasonable
       costs (including reasonable legal costs), expenses or other liabilities
       which the Purchaser or the Companies (or either of them) may incur before
       or after the commencement of any action in connection with:

       5.4.1    the settlement of any claim against the Vendors in respect of a
                breach or alleged breach of any provision of this Agreement;

       5.4.2    any legal proceedings in which the Purchaser claims that any
                provision of this Agreement has been breached in which judgment
                is given for the Purchaser; and

       5.4.3    the enforcement of any such settlement or judgment.

5.5    The Vendors shall indemnify and keep indemnified on a pound for pound
       basis on demand the Purchaser from and against all and any costs,
       actions, proceedings, claims, losses, damages and expenses (including
       legal and professional fees) of whatsoever nature and howsoever caused,
       suffered or incurred by the Purchaser or either of Companies arising out
       of or in connection with:

       5.5.1    any breach of the covenants in CLAUSE 3(18) of the lease
                described in SCHEDULE 6;

       5.5.2    any claims in relation to any insurable risks in relation to any
                event which occurred prior to Completion which cannot be
                recovered from any insurance



                                       6
<PAGE>

                policy of the Companies (or either of them) or of any hospital
                pursuant to the terms and conditions of business of the
                Companies (or either of them); and

       5.5.3    non-compliance with any laws, statutes, regulations, orders,
                codes of conduct or similar provisions regarding any of the
                Temporary Workers or any former temporary workers retained by
                the Company at any time during the 12 months immediately prior
                to Completion (in relation to any such provisions in effect at
                the relevant time) including but not limited to any costs
                associated with the failure of the Companies (or either of them)
                prior to Completion to carry out face to face interviews for
                current or former temporary workers; and

       5.5.4    any claims by Donald Pain or his successors in title in relation
                to the intellectual property assigned by David Pain to the
                Purchaser pursuant to the Software Agreement.

5.6    The Vendors waive and may not enforce any right which the Vendors may
       have against the Companies (or either of them), or any director or
       employee of the Companies (or either of them), on which or on whom any of
       them may have relied in agreeing to any term of this Agreement or any
       statement in the Disclosure Letter, save that this waiver will not
       preclude any Vendor from claiming against any other Vendor under any
       right of contribution or indemnity to which such Vendor may be entitled.

5.7    The Vendors undertake to disclose immediately to the Purchaser anything
       which comes to the notice of any of them prior to 31 December 2002 which
       is or may be a breach of any of the Warranties.

5.8    Each Warranty is to be construed independently and is not limited or
       restricted by any other Warranty or any other term of this Agreement.

5.9    Unless otherwise specified, where any Warranty refers to the knowledge,
       information, belief or awareness of the Vendors (or similar expression),
       each Vendor will be deemed to have such knowledge, information, belief 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 the
       knowledge, information, belief and awareness of any one of the Vendors
       will be imputed to all the Vendors.

6.     LIMITATION ON CLAIMS

6.1    The Vendors will not be liable for any Relevant Claim unless:

       6.1.1    the amount of the liability in respect of that Relevant Claim
                when aggregated with the amount of the liability in respect of
                all other Relevant Claims exceeds (pound)50,000 (in which event
                the Vendors will be liable for the whole amount of such Relevant
                Claim and not merely the excess);

       6.1.2    the Vendors receive from the Purchaser written particulars of
                the Relevant Claim (stating in reasonable detail the nature of
                the Relevant Claim):


                                       7
<PAGE>

                6.1.2.1   on or before 31 December 2002, in the case of a
                          Relevant Claim for breach of any of the Warranties
                          contained in SCHEDULE 3;

                6.1.2.2   within 7 years after Completion, in the case of a
                          Relevant Claim for breach of any of the Warranties
                          contained in SCHEDULE 4.

6.2    The aggregate amount of the liability of the Vendors for all Relevant
       Claims will not exceed the Consideration.

6.3    CLAUSES 6.1 AND 6.2 will not apply in respect of a Relevant Claim
       concerning PARAGRAPHS 1 (capital) AND 2 (capacity) of SCHEDULE 3.

6.4    Notwithstanding any other provision of this Agreement, CLAUSES 6.1 AND
       6.2 will not apply to exclude or limit the liability of the Vendors to
       the extent that any Relevant Claim arises by reason of any fraud or
       wilful misconduct or wilful omission or dishonesty by or on behalf of any
       of the Vendors.

6.5    The Purchaser is not entitled to recover damages or otherwise obtain
       payment, reimbursement or restitution more than once in respect of the
       same loss or liability.

6.6    Any payment made by the Vendors in respect of any Relevant Claim shall be
       deemed to be a reduction in the Consideration payable in accordance with
       CLAUSE 2.

6.7    The Purchaser hereby confirms that, apart from the Warranties, it has not
       relied upon or been induced to enter into this Agreement by any
       representation, warranty or undertaking of the Vendors (or either of
       them), or of any professional advisor to the Vendors.

6.8    The liability of the Vendors to the Purchaser, or to any other person in
       respect of any Relevant Claim, shall be treated as being subject to the
       following qualifications:

       6.8.1    any matters fairly and clearly disclosed in the Disclosure
                Letter, or in the Schedules to this Agreement; or

       6.8.2    any matter expressly provided for under the terms of this
                Agreement, or arising from the implementation of the same; or

       6.8.3    any matter or thing done or omitted by the Vendors (or either of
                them) after Completion at the written request of or with the
                written approval of the Purchaser unless such act, omission,
                transaction or arrangement is carried out to remedy a breach of
                Warranty, to comply with any laws, statutes, regulations,
                orders, codes of conduct or similar provisions or is in the
                ordinary course of the business of the Companies (or either of
                them) at the relevant time. For the purposes of this clause,
                ordinary course of business shall mean the business as carried
                on during the period from Completion to 30 September 2002.

6.9    No liability shall attach to the Vendors (or either of them) in respect
       of a breach of any of the Warranties to the extent that:

       6.9.1    a provision or reserve in respect thereof shall have been made
                in the Accounts; and


                                       8
<PAGE>

       6.9.2    such breach occurs wholly or partly out of, as a result of, or
                in connection with any legislation not in force at the date
                hereof, or as a result of any change in legislation hereafter.

6.10   No claim may be made in respect of any breach of the Warranties, to the
       extent that such breach is remediable, unless the Vendors shall have been
       given written notice of such breach in accordance with CLAUSE 6.1 and
       such breach is not remedied within 20 days after the date on which such
       notice is served on the Vendors or such other date as the Purchaser and
       the Vendors agree in writing unless the Purchaser reasonably believes
       that it is necessary to remedy the breach in a shorter time period and
       notifies the Vendors in writing of such period.

6.11   If the Vendors (or either of them) shall have paid to the Purchaser or
       the Companies (or either of them) an amount in respect of a Relevant
       Claim and subsequent to the making of such payment, the Purchaser and/or
       the Companies (or either of them) shall recover from a third party a sum
       which is referable to that payment, then the Purchaser shall forthwith
       repay or procure the repayment by the Companies (or either of them) to
       the Vendors of so much of the amount paid by the Vendors to the Purchaser
       or the Companies (as the case may be) as shall be appropriate after
       deducting an amount equal to the reasonable costs of the Purchaser or the
       Companies incurred in recovering such receipt.

6.12   The Purchaser and/or the Companies (or either of them) shall notify the
       Vendors within 45 days of the board of the Purchaser becoming aware of a
       material breach of the Warranties.

6.13   Nothing contained in this Agreement shall be deemed to relieve the
       Purchaser and/or the Companies (or either of them) from a duty to the
       Vendors to mitigate its/their loss.

7.     RESTRICTIVE COVENANTS

7.1    In this clause:

       "CONFIDENTIAL INFORMATION"    means all information not publicly known,
                                     used in or otherwise relating to each of
                                     the Companies' business, customers, or
                                     financial or other affairs, including
                                     information relating to:

                                     (a)   trade secrets and know-how;

                                     (b)   future projects, business development
                                           or planning, commercial relationships
                                           and negotiations; and

                                     (c)   the marketing of services including
                                           customer names and lists, sales
                                           targets and statistics

       "RELEVANT CUSTOMER"           means any person who at any time during the
                                     period of 12 months immediately preceding


                                       9
<PAGE>

                                     Completion was:

                                     (a)   negotiating with the Companies (or
                                           either of them) for the supply by the
                                           Companies (or either of them) of
                                           services; or

                                     (b)   a client or customer of the Companies
                                           (or either of them)

       "RELEVANT SERVICES"           means services which are competitive with
                                     or of the type supplied by the Companies
                                     (or either of them) at any time during the
                                     period of 12 months immediately preceding
                                     Completion.

7.2    Each of the Vendors undertakes to the Purchaser and to each of the
       Companies that the Vendors will not (whether alone or in conjunction
       with, or on behalf of, another person and whether directly or
       indirectly), without the prior written consent of the Purchaser:

       7.2.1    for a period of 3 years immediately following Completion,
                canvass, solicit or approach, or cause to be canvassed,
                solicited or approached, any Relevant Customer for the sale or
                supply of Relevant Services;

       7.2.2    for a period of 3 years immediately following Completion, deal
                or contract with any Relevant Customer in relation to the sale
                or supply of Relevant Services;

       7.2.3    for a period of 3 years immediately following Completion,
                interfere, or seek to interfere, with the continuance of
                supplies to the Companies (or either of them) from any supplier
                who has been supplying services to the Companies (or either of
                them) at any time during the 12 months immediately preceding
                Completion if such interference causes or would cause that
                supplier to cease supplying, or materially reduce its supply of,
                those services;

       7.2.4    for a period of 3 years immediately following Completion,
                solicit or entice away, or endeavour to solicit or entice away,
                from the Companies (or either of them) Katrina Daniels, Helen
                Wood or Judith Ward or any person employed in a managerial,
                supervisory, technical or sales capacity by, or who is or was a
                consultant to, the Companies (or either of them) at Completion
                or at any time during the period of 6 months immediately
                preceding Completion where the person in question either has
                Confidential Information or would be in a position to exploit
                the trade connections of the Companies (or either of them);

       7.2.5    for a period of 3 years immediately following Completion, employ
                Katrina Daniels, Helen Wood or Judith Ward or any other person
                employed in a managerial, supervisory, technical or sales
                capacity by, or who is or was a consultant to, the Companies (or
                either of them) at Completion or at any time during the period
                of 6 months immediately preceding Completion where the person in
                question either has Confidential Information or would


                                       10
<PAGE>

                be in a position to exploit the trade connections of the
                Companies (or either of them);

       7.2.6    within the United Kingdom for a period of 3 years immediately
                following Completion, be engaged, concerned, connected with or
                interested in (except as the owner for investment of securities
                in a company dealt in on a recognised stock exchange and which
                confer not more than 1 per cent of the votes which could be cast
                at a general meeting) any other business which supplies Relevant
                Services;

       7.2.7    without prejudice to any rights of the Purchaser or the
                Companies (or either of them) relating to passing off or trade
                or service mark infringement (or similar rights in any
                territory), for a period of 3 years immediately following
                Completion use in connection with any business which is
                competitive with the business of the Companies (or either of
                them) any name (in whatever form) which includes the name of the
                Companies (or either of them) or any trading style or get up
                which is confusingly similar to that used by the Companies (or
                either of them) as at Completion.

7.3    Except so far as required by law or any governmental or regulatory
       organisation and in those circumstances only after prior consultation
       with or, if consultation is unpracticable, prior notification to the
       Purchaser, each of the Vendors undertakes to the Purchaser and each of
       the Companies that such Vendor will not at any time after Completion:

       7.3.1    disclose any Confidential Information to any person except to
                those authorised by the Companies (or either of them) to know;

       7.3.2    use any Confidential Information for the Vendor's own purposes
                or for any purposes other than those of the Companies (or either
                of them); or

       7.3.3    cause or permit any unauthorised disclosure of any Confidential
                Information.

7.4    Each of the undertakings set out in this clause is separate and severable
       and enforceable accordingly, and if any one or more of such undertakings
       or part of an undertaking is held to be against the public interest or
       unlawful or in any way an unreasonable restraint of trade, the remaining
       undertakings or remaining part of the undertakings will continue in full
       force and effect and will bind each of the Vendors.

8.     ANNOUNCEMENTS

8.1    Until 30 September 2002, no announcement or circular concerning the
       transactions contemplated by this Agreement or any matter ancillary to it
       and no disclosure of the terms of this Agreement will be made by any
       party except with the prior written approval of the other (not to be
       unreasonably withheld, delayed or conditioned).

8.2    This clause does not apply to any announcement, circular or disclosure
       required by law or, to the extent relevant, the regulations of any stock
       exchange or listing authority or the Panel on Takeovers and Mergers, or
       any other governmental or regulatory organisation or in connection with
       any flotation of any member of the


                                       11
<PAGE>

       Purchaser's Group provided, if practicable, that the party required to
       make it has first consulted and taken into account the reasonable
       requirements of the other party.

9.     COSTS

       Except where expressly stated otherwise, each party to this Agreement
       will bear such party's own costs and expenses relating to the
       negotiation, preparation and implementation of this Agreement. The
       Companies (or either of them) will bear no part of such costs and
       expenses.

10.    INTEREST

       If any Vendor becomes liable to pay the Purchaser or the Companies (or
       either of them) any sum pursuant to this, whether a liquidated sum or 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 rate of 2 per
       cent above the base lending rate from time to time of Barclays Bank plc,
       accruing on a daily basis until payment is made, whether before or after
       any judgment.

11.    VENDORS' PROTECTIONS

       The Purchaser hereby covenants with and undertakes to the Vendors and the
       Vendors hereby covenant with and undertake to the Purchaser that during
       the period from the Completion Date until 30 September 2002 that they
       will in so far as they are reasonably able and within their reasonable
       control procure that the businesses of the Companies are run in the
       ordinary course but without prejudice to the generality of the foregoing
       unless otherwise agreed by the Purchaser and the Vendors (such agreement
       not be unreasonably conditioned, withheld or delayed):

11.1   the Purchaser shall not sell, transfer or otherwise dispose of the issued
       share capital of the Companies (or either of them) other than to a member
       of the Purchaser's Group;

11.2   no Employee shall be removed as an employee of the Companies (or either
       of them) and no Temporary Worker shall be removed from the books of the
       Companies (or either of them) other than, in each case, for a material
       breach of contract by the employee or Temporary Worker or as a result of
       their voluntary resignation;

11.3   neither of the Companies shall pay any dividend;

11.4   no management charges or other similar charges will be levied on the
       Companies (or either of them) by the Purchaser or by any other member of
       the Purchaser's Group;

11.5   the Purchaser and the Vendors shall procure in so far as they are each
       reasonably able and within their reasonable control that the Companies
       (or either of them) shall not:

       11.5.1   sell or dispose of a part of its assets or undertaking which is
                material to the business as a whole of the relevant company
                (other than on the advice of a licensed insolvency practitioner
                and save as contemplated in the Budget);

       11.5.2   materially alter the nature of its business outside the
                healthcare or recruitment industry except to the extent set out
                in the Budget;


                                       12
<PAGE>


       11.5.3   borrow any amount at a rate of interest which is materially
                higher than the commercial rate of interest then prevailing;

       11.5.4   make any loan or advance or give any credit (other than normal
                trade credit or in the ordinary course of the business of the
                Companies (or either of them)) as principal except for the
                purpose of making deposits with bankers;

       11.5.5   enter into any transaction with any member of the Purchaser's
                Group which is not at arm's length;

       11.5.6   commence any action for winding-up or dissolution of the Company
                unless in the reasonable opinion of the directors of the
                Purchaser the Companies (or either of them) are insolvent and
                such action is necessary to ensure that the directors of the
                Companies comply with their obligations under the Insolvency Act
                1986;

11.6   subject to the bank mandates being amended as required by the Purchaser,
       the Vendors shall continue to have day to day control over the
       maintenance of the existing bank accounts of the Companies with HSBC and
       any new account with Barclays Bank plc;

11.7   no audit of the Companies (whether required as part of the audit
       requirements of the Purchaser's Group or otherwise) and no due diligence
       or similar exercise required in connection with an initial public
       offering of any member of the Purchaser's Group shall take place at the
       Property and shall only occur upon reasonable notice having been given to
       the Vendors, including detailed requirements of any such exercise,
       anticipated timescales and the names of those representatives of the
       Purchaser's auditors or other representatives required to visit the
       Property to carry out the same;

11.8   notwithstanding any provisions to the contrary in their service contracts
       or terms of engagement, none of the Key Employees or any other Employee
       shall be restricted (whether by way of existing contract or any contract
       to be entered into) from carrying out his or her duties and obligations
       as carried out immediately prior to Completion provided that such
       restriction is in the best interests of the Companies (or either of
       them);

11.9   no further employees shall be engaged except to replace departing
       employees on a like for like basis or to appoint a managing director
       nominated by the Purchaser or to comply with relevant laws, statutes,
       regulations, orders, codes of conduct or similar provisions or industry
       best practice;

11.10  the Purchaser shall not, and shall procure that no other member to the
       Purchaser's Group shall do anything to prevent the full and proper
       performance by the Companies of any Contracts to which either is
       currently a party, including (but not limited to) the London Agency
       Project agreements (including but not limited to the framework agreement
       and any service level agreements);

11.11  David Pain shall be given adequate notification by the Purchaser of any
       meetings he is required to attend by the Purchaser or any member of the
       Purchaser's Group which relate to matters which are outside the scope of
       the business of the Companies and he shall be required to attend not more
       than 2 meetings per month on such matters;


                                       13
<PAGE>

11.12  all management account information (including the time by which it is to
       be made available) shall be agreed in advance of production between the
       Purchaser and David Pain;

11.13  no change shall be made to the terms of business or conditions of service
       of either of the Companies or any terms relating to the Temporary Workers
       other than to comply with relevant laws, statutes, regulations, orders,
       codes of conduct or similar provisions or industry best practice;

11.14  no contracts for the supply of Temporary Workers or other nursing staff
       to customers of the Companies (or either of them) shall be entered into
       other than where such entry would be in the best interests of the
       Companies (or either of them);

11.15  the Purchaser shall permit David Pain to attend all board meetings of the
       Companies;

11.16  no change shall be made to any stationery, business or marketing
       literature, computer systems, signs or fascia or any other practices
       relating to the activities and operations of the Companies as currently
       carried on other than to comply with relevant laws, statutes,
       regulations, orders, codes of conduct or similar provisions or industry
       best practice;

11.17  the Purchaser acknowledges that the restrictions contained in this CLAUSE
       11 are reasonable and necessary to assure to the Vendors the full value
       and benefit of their rights to receive the Additional Consideration;

11.18  in the event that:

       11.18.1  the Purchaser is breach of the covenants and undertakings in
                CLAUSES 11.1, 11.5.1, 11.5.2 and 11.5.6; or

       11.18.2  the Purchaser prevents David Pain from carrying out his duties
                as Managing Director of the Companies as set out in his service
                agreement for a continuous period of one month in breach of such
                service agreement other than with good cause and such action by
                the Purchaser causes material damage to the businesses of the
                Companies,

       the Vendors shall be entitled to receive and the Purchaser hereby
       covenants to pay to the Vendors on 1 October 2002 an aggregate sum equal
       to the maximum Additional Consideration payable in accordance with CLAUSE
       2.5;

11.19  where any breach by the Purchaser of the other covenants and undertakings
       in this CLAUSE 11 OR CLAUSE 8 results in a significant cost to the
       Companies (or either of them) the Vendors and the Purchaser shall agree
       or failing such agreement, the Independent Accountant (as defined in
       SCHEDULE 7) shall determine, an adjustment to the calculation of the 2002
       Pre-Tax Profit (as defined in SCHEDULE 7).

11.20  For the avoidance of doubt, nothing in this Agreement shall restrict or
       preclude any member of the Purchaser's Group from running or developing
       any of its existing businesses in any way or from acquiring similar or
       competing businesses and such action will not constitute breach of this
       CLAUSE 11 and the Purchaser's Group shall not be required to provide any
       funding to the Companies (or any of them).


                                       14
<PAGE>

11.21  The Vendors acknowledge that the Purchaser shall not be liable or
       responsible for any act or omission which constitutes a breach of this
       CLAUSE 11 where such act or omission was carried out or procured or
       agreed to by either of the Vendors.

11.22  David Pain agrees with the Purchaser that he shall use his reasonable
       endeavours to co-operate with the Purchaser and the Companies in relation
       to the recruitment and training of the managing director to be nominated
       by the Purchaser as his replacement.

11.23  The Vendors confirm that a final aggregate dividend to the Vendors from
       the Companies for the year ending 30 September 2001 of (pound)900,000 has
       been approved and declared and that such amount has been added to the
       directors' loan accounts. The aggregate amount outstanding on the
       directors' loan account shall be repaid without interest in 12 equal
       monthly instalments, the first instalment being paid 30 days after the
       date of this Agreement and on the same day of each month thereafter.

12.    NOTICES

12.1   Any notice or other communication given in connection with this Agreement
       will be in writing and will be delivered personally or sent by pre-paid
       first class post (or air mail if overseas) or by fax to the recipient's
       address set out in this Agreement or to any other address which the
       recipient has notified in writing to the sender received not less than 7
       Business Days before the notice was despatched.

12.2   A notice is deemed given:

       12.2.1   if delivered personally, upon delivery at the address provided
                for in this clause; or

       12.2.2   if sent by prepaid first class post, on the second Business Day
                after posting it; or

       12.2.3   if sent by air mail, on the sixth Business Day after posting it;
                or

       12.2.4   if sent by fax, on completion of its transmission

       provided that, if it is delivered personally or sent by fax on a day
       which is not a Business Day or after 4 p.m. on a Business Day, it will
       instead be deemed to have been given or made on the next Business Day.

12.3   Any notice given to any one of the Vendors or to the Vendors' Solicitors,
       will be treated as validly given to all the Vendors.

12.4   Any notice addressed to a deceased Vendor or to a deceased Vendor's
       personal representatives, notwithstanding that no grant of representation
       has yet been made in respect of such Vendor's estate, at the Vendor's
       address in accordance with the foregoing provisions of this clause or at
       such other address as may have been notified by the personal
       representatives in writing to the sender as being their address for
       service, and otherwise served in accordance with the foregoing
       provisions, will be deemed valid service to that Vendor.


                                       15
<PAGE>

12.5   The provisions of this clause will not apply, in the case of service of
       court documents, to the extent that such provisions are inconsistent with
       the Civil Procedure Rules.

13.    ASSIGNMENT

13.1   The Purchaser may assign the benefit of, and any of its rights under,
       this Agreement to any person within the Purchaser's Group or to the Bank
       and the Purchaser shall give the Vendors written notice of such
       assignment.

13.2   None of the Vendors may assign the benefit of, or any of their rights
       under, this Agreement without the consent of the Purchaser.

13.3   This Agreement will be binding and enure for the benefit of the personal
       representatives and permitted assigns and successors in title of each of
       the parties and references to the parties will be construed accordingly.

14.    GENERAL

14.1   Unless otherwise provided, any outstanding obligation contained in this
       Agreement will remain in force notwithstanding Completion.

14.2   Each party will do all acts and things and execute all documents as any
       other party reasonably considers necessary to give full effect to the
       terms of this Agreement.

14.3   Failure or delay by any party in exercising any right or remedy under
       this Agreement will not in any circumstances operate as a waiver of it,
       nor will any single or partial exercise of any right or remedy in any
       circumstances preclude any other or further exercise of it or the
       exercise of any other right or remedy.

14.4   Any waiver of any breach of, or any default under, any of the terms of
       this Agreement will not be deemed a waiver of any subsequent breach or
       default and will in no way affect the other terms of this Agreement.

14.5   The Purchaser may release or compromise the liability of, or grant time
       or any other indulgence to, any person who is a party to this Agreement
       without in any way prejudicing or affecting the liability (whether joint
       and several or otherwise) of any other person who is a party to this
       Agreement.

14.6   The rights and remedies expressly provided for by this Agreement will not
       exclude any rights or remedies provided by law.

14.7   Each of the Companies has the right to enforce only CLAUSES 7, 11 AND
       14.9 of this Agreement and in accordance with the provisions of the
       Contracts (Rights of Third Parties) Act 1999. Except as stated in this
       clause, 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.

14.8   No variation of this Agreement will be valid unless it is in writing and
       signed by or on behalf of each party to this Agreement but no variation
       will require the consent of either of the Companies.


                                       16
<PAGE>

14.9   Except as required by law, all payments by the Vendors pursuant to this
       Agreement will be made free and clear of all deductions and withholdings
       whether in respect of Taxation (as defined in SCHEDULE 4) or otherwise.
       If any deduction or withholding is required by law to be made from any
       payment by the Vendors pursuant to this Agreement which is not governed
       by the provisions of SCHEDULE 4 or if (ignoring any available relief or
       allowance) the Purchaser or either of the Companies is subject to
       Taxation in respect of any such payment which is not governed by the
       provisions of SCHEDULE 4 then the Vendors will pay to the Purchaser or
       the Companies (or either of them as appropriate) such additional amount
       as is necessary to ensure that the net amount received and retained by
       them (after taking account of such deduction or withholding or Taxation)
       is equal to the amount which they would have received and retained had
       the payment in question not been subject to the deduction or withholding
       or Taxation.

15.    GOVERNING LAW AND JURISDICTION

15.1   This Agreement will be governed by and construed in accordance with
       English law.

15.2   The courts of England will have exclusive jurisdiction to settle any
       dispute which arises out of or in connection with this Agreement and the
       parties agree to submit to that jurisdiction.

15.3   The jurisdiction provisions contained in this clause are made for the
       benefit of the Purchaser only, which accordingly retains the right to
       bring proceedings in any other court of competent jurisdiction.

16.    COUNTERPARTS

       This Agreement may be executed in any number of counterparts each of
       which when executed and delivered will be an original, but all the
       counterparts will together constitute one and the same agreement.


IN WITNESS whereof the parties have signed this Agreement on the date stated at
the start of this Agreement.



                                       17
<PAGE>


                                   SCHEDULE 1

                                   THE VENDORS

<TABLE>
<CAPTION>
       (1)                                 (2)                            (3)                     (4)                  (5)
 NAME AND ADDRESS                   NUMBER AND CLASS               AMOUNT OF INITIAL      AMOUNT OF INITIAL       PROPORTION OF
OF REGISTERED AND                    OF SHARES TO                    CONSIDERATION          CONSIDERATION           ADDITIONAL
 BENEFICIAL OWNER                       BE SOLD                         IN CASH                IN NOTES          CONSIDERATION (%)
<S>                          <C>                                  <C>                     <C>                    <C>
David Christopher Pain       1.  501  Ordinary Shares of           (pound)150,300              (pound)0                 0%
4 St. Hubert's Close             (pound)1 each in Staffing
Gerrards Cross                   Enterprise (PSV) Limited
Buckinghamshire                  and
SL9 7EN
                             2.  75 Ordinary Shares of             (pound)2,850,000        (pound)7,500,000             75%
                                 (pound)1 each in Staffing
                                 Enterprise Limited

Deborah Kay Pain             1.  499 ordinary shares of            (pound)149,700              (pound)0                 0%
4 St. Hubert's Close             (pound)1 each in Staffing
Gerrards Cross                   Enterprise (PSV) Limited
Buckinghamshire                  and
SL4 7EN
                             2.  25 ordinary shares of             (pound)950,000          (pound)2,500,000             25%
                                 (pound)1 each in Staffing
                                 Enterprise Limited
</TABLE>




                                       18
<PAGE>

                                   SCHEDULE 2

                            DETAILS OF THE COMPANIES


Name of Company                        :     Staffing Enterprise Limited

Registered number                      :     2149723

Registered office                      :     2 Bakers Yard
                                             High Street
                                             Uxbridge
                                             Middlesex U88 1JZ

Date of incorporation                  :     23 July 1987

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

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

Directors' full names                  :     David Christopher Pain

                                             Deborah Kay Pain

Secretary's full name                  :     David Christopher Pain

Accounting reference date              :     30 November

Mortgages/charges over Shares or       :     None
Company's assets

Name of Company                        :     Staffing Enterprise (PSV) Limited

Registered number                      :     2936791

Registered office                      :     2 Bakers Yard
                                             High Street
                                             Uxbridge
                                             Middlesex UB8 1JZ

Date of incorporation                  :     8 June 1994

Authorised share capital               :     (pound)10,000 divided into 10,000
                                             ordinary shares of(pound)1 each

Issued share capital                   :     (pound)1,000 divided into 1000
                                             ordinary shares of(pound)1 each

Directors' full names                  :     David Christopher Pain
                                             Deborah Kay Pain



                                       19
<PAGE>



Secretary's full name                  :     David Christopher Pain

Accounting reference date              :     30 November

Mortgages/charges over Shares or       :     None
Company's assets




                                       20
<PAGE>


                                   SCHEDULE 3

                             NON-TAXATION WARRANTIES


1.     SCHEDULES 1 & 2; CAPITAL

1.1    The information contained in SCHEDULES 1 AND 2 is true, complete and
       accurate.

1.2    The Shares are fully paid and are beneficially owned and registered as
       set out in SCHEDULES 1 AND 2 free from any Encumbrance or any claim to,
       or Contract to grant, any Encumbrance.

1.3    Neither of the Companies has allotted or issued any share capital other
       than the shares shown in SCHEDULES 1 AND 2 as being issued.

1.4    No Contract has been entered into which requires or may require either of
       the Companies to allot or issue any share or loan capital and neither of
       the Companies has allotted or issued any securities which are convertible
       into share or loan capital.

1.5    Neither of the Companies has an interest, and have not at any time during
       the period of 6 years ending on the date of this Agreement had any
       interest, in the share capital of any body corporate.

1.6    Neither of the Companies has nor ever has had, any subsidiary
       undertakings (as defined in sections 258 to 260 CA 1985).

VENDORS

2.     CAPACITY

       Each Vendor has full power to enter into and perform this Agreement and
       this Agreement constitutes obligations binding on each Vendor in
       accordance with its terms.

3.     INSIDERS' INTERESTS

3.1    For the purpose of this paragraph:

       "INSIDER"                   means any person who is a Vendor or who is or
                                   was at the relevant time a director of the
                                   Companies (or either of them), or who is or
                                   was at the relevant time connected (as
                                   defined in section 839 ICTA) with any Vendor
                                   or any such director.

3.2    There is not outstanding and there has not at any time during the period
       of 3 years ending on the date of this Agreement been outstanding any
       Contract to which the Companies (or either of them) are or were parties
       and in which any Insider is or was interested in any way whatsoever
       (excluding any Contract of employment with the Companies (or either of
       them) and any of its directors fairly and clearly disclosed in the
       Disclosure Letter).



                                       21
<PAGE>

3.3    No Insider has any interest, direct or indirect, in any trade or business
       which competes or is likely to compete with the Companies' business or
       the business of either of them.

4.     INFORMATION SUPPLIED TO THE PURCHASER

4.1    The information set out in the Disclosure Letter is true, complete and
       accurate in all material respects and is not misleading.

4.2    The Budget has been carefully compiled on the basis of the assumptions
       stated therein, after due and careful enquiry and on a reasonable basis
       and there are no facts known to the Vendors which have not been taken
       into account in the preparation of such Budget and which could reasonably
       be expected to have a material adverse or beneficial impact thereon.

4.3    The information provided by the Vendors to the Purchaser at Completion in
       relation to the Temporary Workers is true, complete and accurate in all
       material respects and is not misleading.

ACCOUNTS AND RECORDS

5.     THE ACCOUNTS

5.1    For the purposes of this paragraph:

       "ACCOUNTING STANDARDS"       means the statements of standard accounting
                                    practice referred to in section 256 CA 1985
                                    issued by the Accounting Standards Board or
                                    such other body as may be prescribed by the
                                    Secretary of State from time to time,
                                    including the statements of standard
                                    accounting practice formerly issued by the
                                    Accounting Standards Committee and since
                                    adopted by the Accounting Standards Board,
                                    the Abstracts issued by the Urgent Issues
                                    Task Force and any financial reporting
                                    standards issued by the Accounting Standards
                                    Board or such other body referred to above.

5.2    The Accounts (copies of which are attached to the Disclosure Letter):

       5.2.1    show a true and fair view of the assets, liabilities and state
                of affairs of the Companies (and each of them) as at the
                Accounting Date and of the profits (or losses) of the Companies
                (and each of them) for the financial year ending on that date;

       5.2.2    have been prepared and audited in accordance with the historical
                cost convention, with all applicable law and Accounting
                Standards and (to the extent that no Accounting Standard is
                applicable) with generally accepted accounting principles and
                practices of the United Kingdom then in force; and



                                       22
<PAGE>

       5.2.3    have been prepared on bases and principles which are consistent
                with those used in the preparation of the audited statutory
                accounts of the Companies (or either of them) for the 2
                financial years immediately preceding that which ended on the
                Accounting Date.

5.3    Without prejudice to the generality OF PARAGRAPH 5.2, the Accounts:

       5.3.1    provide for all liabilities whatsoever (other than contingent or
                potential liabilities which are not expected to crystallise) and
                fully disclose all contingent or potential liabilities which are
                not expected to crystallise and all capital commitments of each
                of the Companies as at the Accounting Date;

       5.3.2    correctly and accurately set forth the capital and reserves and
                all the assets of the Companies (and each of them) as at the
                Accounting Date and the profits (or losses) of the Companies
                (and each of them) for the financial year which ended on the
                Accounting Date; and

       5.3.3    are not affected (except as disclosed in the Accounts) by any
                extraordinary or exceptional event, circumstance or item.

6.     PROFITS OR LOSSES

       The profits or losses and value of net assets of the Companies (and each
       of them) for the 3 consecutive financial years ending on the Accounting
       Date as shown by the Accounts (and by the previous audited accounts of
       the Companies (and each of them) delivered to the Purchaser) have not
       (except as disclosed in those accounts) been affected by the inclusion of
       non-recurring items of income or expenditure, by transactions entered
       into otherwise than on normal commercial terms.

7.     RECORDS

       The accounting records of each of the Companies are up to date and
       contain complete and accurate details of all transactions of each of the
       Companies and comply with the provisions of sections 221 and 222 CA 1985.
       Each of the Companies' records and information are exclusively owned by
       it and under its direct control.

8.     TURNOVER AND PROFIT ANALYSIS / JUNE ACCOUNTS

8.1    The Disclosure Letter contains the weekly turnover and gross profit
       analysis (the "Analysis") of the Companies (and each of them) in respect
       of the period from 1 December 2000 to the end of the week immediately
       prior to Completion.

8.2    The accounts of each of the Companies for the seven months ended on 30
       June 2001 (the "JUNE ACCOUNTS") have been prepared in accordance with
       accounting principles generally accepted in the United Kingdom and on
       bases consistent with those used in the preparation of the Accounts.

8.3    Except as fairly and clearly disclosed in the Disclosure Letter, such
       Analysis and June Accounts:


                                       23
<PAGE>

       8.3.1    are not misleading in any material respect; and

       8.3.2    do not materially over-state the gross profits or turnover of
                the Companies (or either of them) in respect of the periods to
                which they relate.

CHANGES SINCE THE ACCOUNTING DATE

9.     GENERAL

       Since the Accounting Date:

9.1    the business of the Companies (and each of them) has been carried on in
       the ordinary and usual course and in the same manner (including nature
       and scope) as in the 12 months preceding the Accounting Date;

9.2    there has been no material adverse change in the financial or trading
       position or prospects of the Companies (or either of them) including any
       material adverse change in respect of turnover, profits, margins of
       profitability, liabilities (actual or contingent) or expenses (direct or
       indirect) of the Companies (or either of them); and

9.3    there has been no reduction in the value of the net assets of the
       Companies (or either of them) determined in accordance with the same
       accounting policies as those applied in the Accounts (on the basis that
       each of the assets of the Companies (or either of them) is valued at a
       figure no greater than the value attributed to it in the Accounts or, in
       the case of any assets acquired by the Companies (or either of them)
       after the Accounting Date, at a figure no greater than cost).

10.    SPECIFIC

       Since the Accounting Date:

10.1   neither of the Companies has acquired, or agreed to acquire, any single
       asset having a value in excess of (pound)5,000 or assets having an
       aggregate value in excess of (pound)10,000;

10.2   neither of the Companies has disposed of, or agreed to dispose of, any
       asset having a value reflected in the Accounts in excess of (pound)5,000
       or acquired since the Accounting Date;

10.3   neither of the Companies has borrowed or raised any money or taken up any
       financial facilities nor repaid any borrowing or indebtedness in advance
       of its stated maturity;

10.4   neither of the Companies has sold or agreed to sell a debt and no debt
       has been released, deferred, subordinated or written off by the Companies
       (or either of them);

10.5   no dividend or other payment which is, or could be treated as, a
       distribution for the purposes of Part VI ICTA or section 418 ICTA has
       been declared, paid or made by the Companies (or either of them);

10.6   no resolution of the shareholders of the Companies (or either of them)
       has been passed;


                                       24
<PAGE>

10.7   neither of the Companies has changed its accounting reference date;

10.8   neither of the Companies has assumed or incurred, or agreed to assume or
       incur, a liability, obligation or expense (actual or contingent) for a
       value in excess of(pound)10,000;

10.9   no management or similar charge has become payable or been paid by the
       Companies (or either of them);

10.10  no share or loan capital has been allotted, issued, repaid or redeemed or
       agreed to be allotted, issued, repaid or redeemed by the Companies (or
       either of them); and

10.11  no payment has been made by the Companies (or either of them) to, or
       benefit conferred (directly or indirectly) by the Companies (or either of
       them) on, any of the Vendors , any past or present director of the
       Companies (or either of them) or any person who is or was at the relevant
       time connected (as defined in section 839 ICTA) with any Vendor or any
       such director.

ASSETS

11.    UNENCUMBERED TITLE; POSSESSION

11.1   Each asset included in the Accounts or acquired by the Companies (or
       either of them) since the Accounting Date and each asset used by the
       Companies (or either of them) or which is in the reputed ownership of the
       Companies (or either of them) is legally and beneficially owned by the
       Companies (or either of them) free from any Encumbrance or any claim to,
       or Contract to grant, any Encumbrance.

11.2   Neither of the Companies has agreed to acquire any material asset on
       terms that the property in it does not pass until full payment is made.

11.3   Any asset of the Companies (or either of them) which is not situated at
       the Property at Completion is specified in the Disclosure Letter and the
       asset is clearly identified as an asset of the Companies (or either of
       them).

12.    DEBTORS

12.1   Neither of the Companies has made, or entered into any Contract to make,
       any loan to, or other arrangement with, any person as a result of which
       it is or may be owed any money, other than trade debts incurred in the
       ordinary course of business and cash at bank.

12.2   Neither of the Companies is entitled to the benefit of any debt otherwise
       than as the original creditor and neither of the Companies has not
       factored, deferred or discounted any debt or agreed to do so.

12.3   All of the debts of the Companies (or either of them) which are included
       in the Accounts (apart from bad and doubtful debts to the extent to which
       they have been provided for in the Accounts) or which have subsequently
       arisen have realised or will realise in the normal course of collection
       their full value as included in the Accounts or in the books of the
       Companies (or either of them), and no such debt nor any part of it has
       been outstanding for more than 3 months from its due date for payment.



                                       25
<PAGE>

13.    [NOT USED]

14.    NET ASSETS

       As at 30 September 2001 the Companies will have aggregate net assets in
       excess of (pound)4,370,000 (determined using the same accounting bases,
       policies, practices, procedures and estimation techniques as set out in
       PARAGRAPH 4 of SCHEDULE 7).

15.    VEHICLES, EQUIPMENT ETC.

       The vehicles, fixtures and fittings and furniture as set out in the asset
       lists provided to the Purchaser and in the Disclosure Letter and other
       equipment used in connection with the business of each of the Companies:

15.1   are in a good and safe state of repair and condition and satisfactory
       working order and have been regularly maintained to a good standard and
       in accordance with any safety regulations usually observed in relation to
       them; and

15.2   other than the vehicles, are capable and will (subject to fair wear and
       tear) be capable throughout the periods of time during which they will be
       written down to a nil value (at the rates adopted in the Accounts) of
       meeting the needs for which they were designed or acquired.

16.    INTELLECTUAL PROPERTY RIGHTS

16.1   For the purpose of this paragraph and PARAGRAPH 16:

       "INTELLECTUAL PROPERTY RIGHTS"     means all patents, trade marks,
                                          copyright, rights to prevent passing
                                          off, rights in designs and all other
                                          intellectual or industrial property
                                          rights, in each case whether
                                          registered or unregistered and
                                          including applications and in each and
                                          every case all rights or forms of
                                          protection having equivalent or
                                          similar effect anywhere in the world

       "SOFTWARE"                         means any form of computer program,
                                          including applications software and
                                          operating systems, whether in source,
                                         object or machine code form.

16.2   All Intellectual Property Rights used in or held in relation to each of
       the Companies' businesses (save for Intellectual Property Rights licensed
       to the Companies (or either of them) under any Contract) are legally and
       beneficially owned by the Companies (or either of them) free from any
       Encumbrance

16.3   All Intellectual Property Rights used in, or held in relation to, each of
       the Companies' businesses which are registered or the subject of
       applications for registration or which are unregistered trade marks are
       listed and described in the Disclosure Letter.

16.4   In so far as the Vendors are aware there are, and have been, no
       proceedings, actions or claims and none are pending or threatened
       impugning the title, validity or



                                       26
<PAGE>

       enforceability of the Intellectual Property Rights of the Companies (or
       either of them) or claiming any right or interest in such Intellectual
       Property Rights.

16.5   So far as the Vendors are aware, there is, and has been, no infringement
       of the Intellectual Property Rights of the Companies (or either of them)
       and in so far as the Vendors are aware none is pending or threatened.

16.6   No Contract or consent in respect of any of the Intellectual Property
       Rights of the Companies (or either of them) has been entered into or
       given by the Companies (or either of them) in favour of any third party
       and so far as the Vendors are aware the Companies (or either of them) are
       not obliged to enter into or grant any such Contract or consent.

16.7   So far as the Vendors are aware the Companies (or either of them) have
       not infringed any Intellectual Property Rights of any third party.

16.8   There have been no patent applications made by the Companies (or either
       of them) and no claims have been made against the Companies (or either of
       them) under sections 40 and 41 of the Patents Act 1977.

16.9   All confidential information disclosed or received by the Companies (or
       either of them) is or has been the subject of binding obligations of
       confidentiality.

16.10  All licences and other agreements whereby the Companies (or either of
       them) are licensed or otherwise authorised to use the Intellectual
       Property Rights of a third party or whereby the Companies (or either of
       them) licenses or otherwise authorises a third party to use Intellectual
       Property Rights of them are in full force and effect and no notice has
       been given or received by the Companies (or either of them) to terminate
       them.

16.11  The Disclosure Letter contains a full list of domain names which are held
       by or are or have been used in respect of the Companies (or either of
       them).

17.    COMPUTER SYSTEMS

17.1   For the purposes of this paragraph and PARAGRAPH 17:

       "COMPUTER SYSTEMS"          means all computer hardware, Software and
                                   equipment comprising the IT systems of the
                                   Companies (or either of them).

17.2   Details of all off-the-shelf Software used or commissioned by the
       Companies (or either of them) in which the Intellectual Property Rights
       are owned by a third party are noted in the Disclosure Letter together
       with details of all bespoke Software. The licences of such Software are
       complied with in all respects in the operation of the business of the
       Companies (and each of them).

17.3   Details of all maintenance agreements are noted in the Disclosure Letter.
       As far as the Vendors are aware all maintenance providers have fulfilled
       their obligations under the agreements in place in respect of the
       Computer Systems.


                                       27
<PAGE>

17.4   Each of the Companies has a prudent disaster recovery plan in respect of
       the Computer Systems which would permit all of the critical functions
       each of the Companies which are run on the Computer Systems to be
       restored within 24 hours, the balance of functions being restored within
       48 hours.

17.5   Each of the Companies has procedures in place to ensure the security of
       the Computer Systems and data stored on them.

17.6   There have been no major failures of the Computer Systems (and each part
       of each of them) in the last 12 months.

17.7   Each of the Companies has a sufficient number of employees who are
       technically competent and appropriately trained to ensure the proper
       operation and use of the Computer Systems.

17.8   In the opinion of the Vendors the data storage capability, functionality
       and performance of the Computer Systems is sufficient for the business of
       the Companies (or either of them) as it is now conducted.

PROPERTY

18.    DETAILS OF THE PROPERTY

18.1   The particulars of the Property shown in SCHEDULE 6 are true, complete
       and correct.

18.2   The Companies (or either of them) have a good and marketable title to the
       Property for the estate or interest stated in SCHEDULE 6

18.3   The title deeds to the Property are in the possession of the Companies
       (or either of them) free from any Encumbrance.

18.4   Neither of the Companies owns, is in occupation of or is entitled to any
       estate or interest in any freehold or leasehold property other than the
       Property. Neither of the Companies is party to any uncompleted agreement
       to acquire or dispose of any freehold or leasehold property.

18.5   Except in relation to the Property, the Companies (or either of them)
       have no liability (whether actual or contingent) in relation to any
       freehold or leasehold property and in particular the Companies (or either
       of them) have never assumed any liability under a lease (whether as
       landlord, tenant, guarantor or otherwise)

19.    OCCUPATION AND USE OF THE PROPERTY

19.1   Each of the Companies has vacant possession of the Property and no other
       person has any right (actual or contingent) to possession or occupation
       of the Property, or any interest in it.

19.2   The use of the Property permitted in the lease relating thereto
       corresponds to the use to which it is in fact put or (where the Property
       is not presently in use) to the use to which it was last in fact put and
       the Property is not used for any other purpose.


                                       28
<PAGE>

20.    REPLIES TO ENQUIRIES

       The replies and other disclosures given by the Vendors' Solicitors to the
       Purchaser's Solicitors' written enquiries and any other disclosures by
       the Vendors' Solicitors to the Purchaser's Solicitors concerning the
       Property are complete, true and accurate in all respects and not
       misleading in any respect. For the purposes of this warranty, where any
       such reply to enquiries or disclosure refers to the knowledge,
       information, belief or awareness of the Vendors (or similar expression)
       each Vendor will be deemed to have such knowledge, information, belief or
       awareness as such Vendor would have obtained had such Vendor made all due
       and careful enquiries into the subject matter of that reply or disclosure
       and the knowledge, information, belief and awareness of any one of the
       Vendors will be imputed to all the Vendors.

21.    EMPLOYEES/TEMPORARY WORKERS

21.1   Full particulars of the identities, dates of commencement of employment
       (or appointment to office), dates of birth, terms and conditions of
       employment and remuneration (including any bonus, commission, profit
       sharing, share and other incentive schemes, and collective or workforce
       agreements) of all the Employees and officers of the Companies (and each
       of them) are fully and accurately set out in the Disclosure Letter and
       copies of all their written service agreements or contracts of employment
       or particulars of employment statements are attached to the Disclosure
       Letter.

21.2   So far as the Vendors are aware, there are no amounts owing to any
       present or former employees of the Companies (or either of them), other
       than remuneration accrued (but not yet due for payment) in respect of the
       calendar month in which this Agreement is executed or for reimbursement
       of business expenses incurred during such month, and none of them is
       entitled to accrued but unpaid holiday pay or accrued but untaken holiday
       leave in respect of the Companies (or either of them) current or previous
       holiday year.

21.3   All Contracts of employment between each of the Companies and its
       Employees are terminable by the Companies (or either of them) by giving
       the applicable minimum period of notice specified in section 86 of the
       Employment Rights Act 1996.

21.4   Other than as fully, fairly and clearly disclosed in the Disclosure
       Letter, neither of the Companies has:

       21.4.1   offered to employ or engage any person other than as a Temporary
                Worker since the Accounting Date whether or not such employment
                or engagement will take effect after the date of this Agreement;

       21.4.2   given or received notice to terminate the employment or
                engagement of any person since the Accounting Date whether or
                not such notice has not yet expired; or

       21.4.3   made, agreed or proposed any change of terms and conditions of
                employment or engagement since the Accounting Date whether or
                not such change of terms and conditions has not yet taken
                effect.


                                       29
<PAGE>

21.5   There is no person previously employed by the Companies (or either of
       them) who now has or may have a statutory or contractual right to return
       to work or to be re-instated or re-engaged by the Companies (or either of
       them).

21.6   There are no Employees who have been absent due to sickness leave for an
       aggregate period of more than 3 months in the 12 month period ending on
       the date of this Agreement.

21.7   Neither of the Companies have recognised, or have done any act which
       might be construed as recognition of, a trade union and neither of the
       Companies is party to any agreement with any trade union or organisation
       of employees or workers nor are any steps being taken by employees,
       workers or other representatives to ensure trade union recognition.

21.8   Neither of the Companies is involved, and have during the 12 months prior
       to the date of this Agreement been involved, in any strike, lock-out,
       industrial or trade dispute or any negotiations with any trade union or
       body of employees or workers.

21.9   There are no homeworking, part-time, job share, flexitime or flexible
       working arrangements or early retirement schemes applicable to any
       Employees of the Companies (or either of them).

21.10  The Companies (or either of them) do not operate or intend to operate and
       have not operated any short time working scheme or arrangement or any
       redundancy or redeployment scheme or arrangement, whether formal or
       informal, contractual or non-contractual, which provides for payments
       greater than those required by statute or for notice periods greater than
       those set out in contracts of employment or engagement.

21.11  So far as the Vendors are aware, none of the Temporary Workers previously
       or currently engaged by the Companies (or either of them) has ever
       claimed to be an employee of either of the Companies, either by way of an
       application to the Employment Tribunal or otherwise.

21.12  Neither of the Companies has ever made statutory redundancy payments to
       any Temporary Worker either previously or currently engaged by the
       Companies (or either of them).

21.13  In relation to any of the Temporary Workers either previously or
       currently engaged by the Companies (or either of them), the Companies
       have made the following payments:

       21.13.1  a payment in respect of statutory maternity pay;

       21.13.2  a payment in respect of any sick pay or Statutory Sick Pay;

       21.13.3  a payment in respect of paid annual leave.

       Further details in relation to the basis upon which these payments are
       made are set out in the Disclosure Letter.


                                       30
<PAGE>

21.14  Each of the Companies has, in relation to all present and former
       employees, complied with all laws, statutes, regulations, orders and
       codes of conduct relating to employment and relations with employees and
       trade unions and has maintained adequate and suitable records, whether or
       not required to do so by law (including those required to be kept
       pursuant to the Working Time Regulations 1998), regarding the service of
       each of its employees and has complied with all agreements for the time
       being having effect as regards such relations or the conditions of
       service of its Employees (whether collectively or individually).

21.15  In so far as the Vendors are aware, there are no claims, disputes or
       proceedings either pending or threatened in relation to any individual
       employed or engaged by the Companies (or either of them) including any
       individual either previously or currently engaged as a temporary worker
       by the Companies (or either of them).

22.    PENSIONS

22.1   For the purpose of this paragraph:

       "PENSION SCHEME"         means those schemes described in the Disclosure
                                Letter

       "RELEVANT BENEFITS"      has the meaning given at section 612(1) ICTA.

22.2   Except for the Pension Scheme:

       22.2.1   no agreement or arrangement of the Companies (or either of them)
                exists or has existed for the provision of any Relevant Benefits
                for any person employed or formerly employed by the Companies
                (or either of them) or for any one claiming through such person;
                and

       22.2.2   the Companies (or either of them) have not paid, provided or
                contributed towards any Relevant Benefits for or in respect of
                any person.

22.3   Neither of the Companies participate in any retirement benefit scheme
       established under or regulated by the laws of any jurisdiction outside
       the United Kingdom.

22.4   The Companies (or either of them) are not providing and have not provided
       any ex gratia Relevant Benefits or other like payments for any person
       employed or formerly employed by the Companies (or either of them) or for
       any one claiming through such person.

22.5   No proposal has been announced nor has any undertaking or assurance been
       given to any person employed or formerly employed by the Companies (or
       either of them) or to any one claiming through such person as to the
       alteration, continuance, introduction, increase or improvement of any
       Relevant Benefits or of those contributions referred to in the Disclosure
       Letter or other like payments (whether or not there is a legal obligation
       to do so).

22.6   Full and correct particulars of the Pension Scheme and the contributions
       payable to the Pension Scheme are set out in the Disclosure Letter.



                                       31
<PAGE>

22.7   As far as the Vendors are aware all actuarial, audit, consultancy, legal
       and other fees, charges, expenses, premiums, subscriptions and taxes in
       respect of the Pension Scheme payable by the Companies (or either of
       them) which have fallen due for payment have been paid. No services have
       been rendered in respect of the Pension Schemes in respect of which an
       invoice has not been rendered.

22.8   There is no amount which is or may be treated under section 144 Pension
       Schemes Act 1993 or section 75 Pensions Act 1995 as a debt due from the
       Companies (or either of them) to the trustees of any occupational pension
       scheme.

22.9   All arrangements for members of the Pension Scheme to have contributions
       made by the Companies (or either of them) where the employee concerned
       has agreed to a reduction of any bonus or other remuneration which would
       otherwise be payable have been operated so as not to give rise to any
       further liability on the Companies (or either of them) to pay or account
       for tax under the Income Tax (Employments) Regulations 1993.

22.10  There have been no claims or complaints brought by an employee or officer
       or any former employee or officer of the Companies (or either of them),
       or the spouse or dependant of any such person, and in particular in
       respect of discrimination (whether direct or indirect) in the provision
       of or access to benefits on retirement or for life assurance (including
       claims made by a part time employee in respect of having been denied such
       benefits or access to such benefits) arising out of employment up to and
       including Completion.

22.11  All contributions and costs payable by the Companies (or either of them)
       in respect of the Pension Schemes as at Completion have been paid and all
       contributions have been paid in compliance with the Personal Pension
       Schemes (Payments by Employers) Regulations 2000.

22.12  No promise or guarantee (whether oral or written) has been given to any
       member of the Pension Scheme as to the level or amount of benefits to be
       provided to that member under the Pension Scheme on retirement, death or
       leaving service.

CONTRACTS

23.    INSURANCE

23.1   All insurable assets of the Companies (and each of them) are, and have at
       all material times been, insured in amounts equal to their full
       replacement or reinstatement value against all risks normally insured
       against by persons carrying on the same classes of business as the
       Companies (or either of them).

23.2   Each of the Companies is, and has at all material times been, adequately
       covered against accident, damage, injury, third party loss, loss of
       profits and any other risk normally insured against by persons carrying
       on the same classes of business as the Companies (or either of them).

23.3   All premiums due in relation to the insurances of the Companies (and each
       of them) have been paid, and nothing has been done or omitted to be done
       which would make any policy of insurance of the Companies (or either of
       them) void or voidable or which might lead to any liability under such
       insurance being avoided by the insurers


                                       32
<PAGE>

       or which is likely to result in an increase in premium or which would
       release any insurer from any of its obligations under any policy of
       insurance of the Companies (or either of them).

23.4   No insurance claim is pending or outstanding and there are no
       circumstances which might result in any such claim.

23.5   Full particulars of the insurances of the Companies (and each of them)
       and of all claims (if any) made against those insurances in the last 2
       years are set out in or attached to the Disclosure Letter.

24.    FINANCING AND WORKING CAPITAL

24.1   The Companies (or either of them) have not engaged in any borrowing or
       financing and have no loan, overdraft or other financial facilities.

24.2   The Disclosure Letter contains details, correct at the date stated in it,
       of the credit or debit balances on all the bank or deposit accounts of
       the Companies (or either of them). Since that date there have been no
       payments out of any of those accounts except for routine payments in the
       ordinary and usual course of the Companies' (or either of them) business
       and the balances on those accounts are not now substantially different
       from the balances shown in the Disclosure Letter.

24.3   There is no security over any of the assets of the Companies (or either
       of them).

24.4   No person has given any guarantee of or security for any liability of the
       Companies (or either of them).

24.5   Neither of the Companies has applied for or received any grant, subsidy
       or financial assistance from any government department or other body.

24.6   Each of the Companies has sufficient working capital to enable it to
       carry on its business in its present form and at its present level of
       turnover for a period of 12 months starting on the day after Completion
       based on the Budget and the cashflow projections set out in the Budget.

25.    MATERIAL CONTRACTS

       Neither of the Companies is, or has been since the Accounting Date, a
       party to, liable under or subject to any Contract which:

25.1   involves agency, distributorship, marketing rights, information sharing,
       consultancy, servicing, maintenance, inspection or testing;

25.2   involves partnership, joint venture, consortium, joint development,
       shareholders or similar arrangements;

25.3   involves hire purchase, conditional sale, credit sale, leasing, hiring or
       similar arrangements;


                                       33
<PAGE>

25.4   involves or is likely to involve any capital expenditure by the Companies
       (or either of them) or involves or is likely to involve an aggregate
       expenditure or receipt in excess of (pound)20,000 by the Companies (or
       either of them);

25.5   is incapable of complete performance in accordance with its terms within
       6 months after the date on which it was entered into;

25.6   cannot readily be fulfilled or performed by the Companies (or either of
       them);

25.7   the Vendors believe may result in a loss to the Companies (or either of
       them);

25.8   involves or is likely to involve the receipt or payment of a price above
       or below the prevailing market price ruling at the date of this Agreement
       or any other obligation, restriction, expenditure or receipt of an
       unusual, onerous or exceptional nature;

25.9   is for the supply of services by or to the Companies (or either of them)
       on terms under which retrospective or future discounts, price reductions
       or other financial incentives are given;

25.10  is for the supply of services by or to the Companies (or either of them)
       which is not on the current standard terms and conditions on which the
       Companies (or either of them) normally contracts to buy or supply goods
       or services, copies of which are attached to the Disclosure Letter;

25.11  involves delegation of any power under a power of attorney or
       authorisation of any person (as agent or otherwise) to bind or commit the
       Companies (or either of them) to any obligation;

25.12  restricts the freedom of the Companies (or either of them) to carry on
       its business in any part of the world in such manner as it may think fit;

25.13  involves conditions, warranties, indemnities or representations given in
       connection with a sale of shares or an undertaking or fixed assets by
       either of the Companies;

25.14  is a guarantee, indemnity, surety or form of comfort in respect of the
       obligations of a third party, under which any liability or contingent
       liability is outstanding;

25.15  includes a term which is not, or may not be, binding on the Companies (or
       either of them) or any other party in consequence of the Unfair Terms in
       Consumer Contracts Regulations 1999; or

25.16  is not on arm's length terms or is in any way otherwise than in the
       ordinary and proper course of the business of the Companies (or either of
       them).

26.    OTHER BUSINESS MATTERS

26.1   Since the Accounting Date there has been no substantial change in the
       basis or terms on which any person is prepared to do business with the
       Companies (or either of them) (apart from normal price changes), and no
       substantial customer or supplier of the Companies (or either of them)
       (providing 5% or more of the supplies or turnover of either of the
       Companies in any accounting year) has ceased or substantially


                                       34
<PAGE>

       reduced its business with the Companies (or either of them), and the
       Vendors are not aware that there will or may be any such change,
       cessation or reduction.

26.2   Neither of the Companies carries on business under any name other than
       its own corporate name or any other name specified in the Disclosure
       Letter and there are no circumstances which might prevent the Companies
       (or either of them) from continuing to carry on business under such
       names.

26.3   Since the Accounting Date no code of practice and no notice affecting
       prices has been issued by any government department, association or
       similar body which relates to the business of the Companies (or either of
       them).

COMPLIANCE, DISPUTES

27.    COMPANY LAW MATTERS

27.1   Compliance has been made with all legal requirements in connection with
       the formation of the Companies (and each of them) and all issues and
       grants of shares, debentures, notes, mortgages or other securities of the
       Companies (and each of them).

27.2   The copy of the memorandum and articles of association of the Companies
       (and each of them) attached to the Disclosure Letter are true and
       complete and have embodied in them or attached to them a copy of every
       resolution or agreement as is referred to in section 380(4) CA 1985. The
       Companies (and each of them) have at all times carried on their business
       and affairs in all respects in accordance with their memorandum and
       articles of association and all such resolutions and agreements.

27.3   All returns, particulars, resolutions and other documents required to be
       filed with or delivered to the Registrar of Companies by the Companies
       (and each of them) or any of its officers have been correctly and
       properly prepared and so filed and delivered, and no such returns,
       particulars, resolutions or other documents have been so filed or
       delivered during the period of 14 days ending on the date of this
       Agreement.

27.4   The statutory books (including all registers and minute books) of the
       Companies (and each of them) have been properly kept and contain an
       accurate and complete record of the matters which should be dealt with in
       those books and no notice or allegation that any of them is incorrect or
       should be rectified has been received.

28.    GENERAL LEGAL COMPLIANCE

28.1   Each of the Companies has obtained all necessary licences, consents,
       permits and authorities (public and private) to enable it to carry on its
       business effectively in the places and in the manner in which such
       business is now carried on. All such licences, consents, permits and
       authorities (copies of which are enclosed with the Disclosure Letter) are
       valid and subsisting and have been complied with in all respects and as
       far as the Vendors are aware there is no reason why any of them should be
       suspended, cancelled or revoked.

28.2   Each of the Companies has conducted its business in accordance with all
       applicable UK legal requirements (including the Data Protection Acts 1984
       and 1998).


                                       35
<PAGE>

28.3   As far as the Vendors are aware none of the officers, agents or employees
       of the Companies (or either of them) (during the course of his duties in
       relation to the Companies (or either of them)) has committed or omitted
       to do any act or thing in contravention of any law, order, regulation or
       the like in the United Kingdom or elsewhere.

28.4   As far as the Vendors are aware there is not pending, or in existence,
       any investigation or enquiry by, or on behalf of, any governmental or
       other body in respect of the affairs of the Companies (or either of
       them).

29.    LITIGATION

29.1   Neither the Companies (or either of them) nor any person for whose acts
       or defaults the Companies (or either of them) may be contractually or
       vicariously liable is involved (whether as claimant, defendant or
       otherwise) in any civil, criminal, tribunal, arbitration, administrative
       or other proceedings.

29.2   No civil, criminal, tribunal, arbitration, administrative or other
       proceedings are pending or threatened by or against or concern the
       Companies (or either of them) and there are no facts or circumstances
       likely to result in any such proceedings.

29.3   There is no outstanding or unsatisfied judgement, decree, order, award or
       decision of a court, tribunal, arbitrator or governmental agency against
       the Companies (or either of them) and neither of the Companies is party
       to any undertaking or assurance given to a court, tribunal or any other
       person in connection with the determination or settlement of any claim or
       proceedings.

30.    DEFAULT

       Neither of the Companies is in breach of any Contract to which it is a
       party, and as far as the Vendors are aware no other party to any such
       Contract is in breach of it. As far as the Vendors are aware all
       agreements, rights, commitments, obligations, arrangements and
       understandings to which the Companies (or either of them) are a party are
       valid and enforceable. The Vendors are not aware of any grounds for the
       termination, rescission, avoidance or repudiation of any Contract by the
       Companies (or either of them) or any other party to any such Contract.

31.    INSOLVENCY

31.1   No meeting has been convened at which a resolution will be proposed, no
       petition has been presented, no order has been made and no resolution has
       been passed for the winding-up of the Companies (or either of them) or
       for the appointment of any provisional liquidator. Neither of the
       Companies has called any formal or informal meeting of all or any of its
       creditors.

31.2   No administrative receiver, receiver or manager has been appointed of the
       whole or any part of the property, assets or undertaking of the Companies
       (or either of them).

31.3   No administration order has been made appointing an administrator in
       respect of the Companies (or either of them) and no petition has been
       presented for an administration order in respect of the Companies (or
       either of them).


                                       36
<PAGE>

31.4   No voluntary arrangement has been proposed or approved under Part I
       Insolvency Act 1986 and no compromise or arrangement has been proposed,
       agreed to or sanctioned under section 425 Insolvency Act 1986 in respect
       of the Companies (or either of them).

31.5   No distress, execution or other process has been levied on or applied for
       in respect of any asset of the Companies (or either of them).

31.6   Neither of the Companies has stopped or suspended the payment of its
       debts or received a written demand pursuant to section 123(1)(a)
       Insolvency Act 1986 and neither of the Companies is insolvent or unable
       to pay its debts within the meaning of section 123 Insolvency Act 1986.

31.7   No disqualification order has at any time been made pursuant to the
       provisions of the Company Directors Disqualification Act 1986 against any
       former or current officer of the Companies (or either of them).

31.8   There are no facts in existence which are likely to lead to any of the
       events or circumstances referred to in this paragraph.

31.9   Neither the Companies (or either of them) nor any of their directors has
       consulted a person qualified to act as an insolvency practitioner under
       Part XIII of the Insolvency Act 1986 with a view to minimising the
       potential loss to the creditors of the Companies (or either of them) or
       otherwise in relation to any financial difficulty of the Companies (or
       either of them).

31.10  Neither of the Companies has been a party to any transaction at an
       undervalue as defined in section 238 of the Insolvency Act 1986 nor has
       it given nor received any preference as defined in section 239 of the
       Insolvency Act 1986, in either case within the period of 2 years ending
       on the date of this Agreement.

32.    EFFECTS OF THE AGREEMENT

32.1   The execution of this Agreement and the observance and performance of its
       provisions will not:

       32.1.1   result in a breach of any Contract, law, regulation, order,
                judgement, injunction, undertaking, decree or similar imposition
                to or by which the Companies (or either of them) is party or
                bound, or entitle any person to terminate or avoid any Contract
                to which the Companies (or either of them) are party, or have
                any material effect on any such Contract;

       32.1.2   result in the loss or impairment of or any default under any
                licence, authorisation or consent required by the Companies (or
                either of them) for the purposes of its business;

       32.1.3   result in the creation, imposition, crystallisation or
                enforcement of any Encumbrance whatsoever on any of the assets
                of the Companies (or either of them); or

       32.1.4   result in any present or future indebtedness of the Companies
                (or either of them) becoming due and payable, or capable of
                being declared due and


                                       37
<PAGE>

                payable, prior to its stated maturity date or in any financial
                facility of the Companies (or either of them) being withdrawn.

32.2   So far as the Vendors are aware, there is no Contract to which the
       Companies (or either of them) is party which depends on the continuation
       of the connection (whether as shareholder or officer of the Companies (or
       either of them) or otherwise) of any person with the Companies (or either
       of them).




                                       38
<PAGE>

                                   SCHEDULE 4

                                    TAXATION

PART 1 - INTERPRETATION

1.     INTERPRETATION

       In this SCHEDULE 4:

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

       "ACT"                             advance corporation tax

       "THE AUDITORS"                    the auditors for the time being of the
                                         Companies (or either of them)

       "THE BALANCE SHEET"               the audited balance sheet of the
                                         Companies (or either of them), as at
                                         the Accounting Date

       "THE 30 JUNE 2001                 the balance sheet of the Companies (or
       BALANCE SHEET"                    either of them), as at 30 June 2001,
                                         which includes provision for Taxation

       "CAA 1990"                        Capital Allowances Act 1990

       "CAA 2001"                        Capital Allowances Act 2001

       "THE COMPANY"                     Unless otherwise stated, has the
                                         meaning ascribed to "Companies" in
                                         CLAUSE 1.1 as if the provisions of this
                                         SCHEDULE 4 were set out in full in
                                         respect of each such company

       "DISPUTE"                         any dispute, appeal, negotiations or
                                         other proceedings in connection with a
                                         Tax Claim

       "EVENT"                           any event, fact or circumstance
                                         whatsoever including:

                                         (a)   any transaction, action or
                                               omission (whether or not the
                                               Company is party to it);

                                         (b)   the earning, receipt or accrual
                                               for any Taxation purpose of any
                                               income, profits or gains;

                                         (c)   the incurring for any Taxation
                                               purpose of any loss or
                                               expenditure;

                                         (d)   the declaration, payment or
                                               making of any dividend or other
                                               distribution; and



                                       39
<PAGE>

                                         (e)   the acquisition of the Shares
                                               pursuant to this Agreement

       "FA"                              Finance Act

       "GAAP"                            means generally accepted accountancy
                                         practice comprising Statements of
                                         Standard Accounting Practice, Financial
                                         Reporting Standards, Urgent Issue Task
                                         Force pronouncements issued by the
                                         Accounting Standards Board

       "LIABILITY TO TAXATION"           (a)   any liability of the Company to
                                               make an actual payment of
                                               Taxation (whether or not the
                                               Company is primarily so liable
                                               and whether or not the Company
                                               has any right of recovery against
                                               any other person); and

                                         (b)   the use by the  Company (in whole
                                               or in part) of any Purchaser's
                                               Relief (including a Purchaser's
                                               Relief surrendered to the Company
                                               by another company) to reduce or
                                               eliminate any liability of the
                                               Company to make an actual payment
                                               of Taxation (whether or not the
                                               Company is primarily so liable
                                               and whether or not the Company
                                               has any right of recovery against
                                               any other person) in respect of
                                               which the Vendors would otherwise
                                               have been liable under PARAGRAPH
                                               2; and

                                         (c)   the loss by the Company (in whole
                                               or in part) of any Purchaser's
                                               Relief (including a Purchaser's
                                               Relief surrendered to the Company
                                               by another company)

       "PSV"                             Staffing Enterprise (PSV) Limited, the
                                         details of which are set out in
                                         SCHEDULE 2

       "PURCHASER'S GROUP"               means the Purchaser and/or any company
                                         in the same group as the Purchaser
                                         including, after Completion, the
                                         Company

       "PURCHASER'S RELIEF"              (a)   any Relief which was treated as
                                               an asset of the Company in the 30
                                               June 2001 Balance Sheet; and



                                       40
<PAGE>

                                         (b)   any Relief which was taken into
                                               account in computing (and so
                                               reducing or eliminating) any
                                               provision for deferred tax which
                                               appears in the 30 June 2001
                                               Balance Sheet or which would have
                                               appeared in the 30 June 2001
                                               Balance Sheet but for the
                                               presumed availability of such
                                               Relief; and

                                         (c)   any Relief which arises wholly or
                                               mainly as a result of any Event
                                               which has occurred or occurs
                                               after 30 June 2001

       "RELIEF"                          (a)   any relief, allowance, exemption,
                                               set-off, deduction or credit
                                               available from, against or in
                                               relation to Taxation or in the
                                               computation for any Taxation
                                               purpose of income, profits or
                                               gains; and

                                         (b)   any right to a repayment of
                                               Taxation

       "SAVING"                          the reduction or elimination of any
                                         liability of the Company to make an
                                         actual payment of Tax in respect of
                                         which the Vendors would not have been
                                         liable under PARAGRAPH 2, by the use of
                                         any Relief to the extent that such
                                         Relief arises as a result of a
                                         Liability to Taxation in respect of
                                         which the Vendors have made a payment
                                         under PARAGRAPH 2

       "SEL"                             Staffing Enterprise Limited, the
                                         details of which are set out in
                                         SCHEDULE 2

       "TAX" OR "TAXATION"               (a)   any tax, duty, impost or levy,
                                               past or present, of the United
                                               Kingdom or elsewhere, whether
                                               governmental, state, provincial,
                                               local governmental or municipal,
                                               including income tax (including
                                               income tax required to be
                                               deducted or withheld from or
                                               accounted for in respect of any
                                               payment under section 203 ICTA or
                                               otherwise), corporation tax, ACT,
                                               capital gains tax, inheritance
                                               tax, VAT, customs and other
                                               import or export duties, rates,
                                               stamp duty, stamp duty reserve
                                               tax, national insurance


                                       41
<PAGE>

                                               and social security
                                               contributions; and

                                         (b)   any fine, penalty, surcharge,
                                               interest or other imposition
                                               relating to any tax, duty, impost
                                               or levy mentioned in paragraph
                                               (a) of this definition or to any
                                               account, record, form, return or
                                               computation required to be kept,
                                               preserved, maintained or
                                               submitted to any person for the
                                               purposes of any such tax, duty,
                                               impost or levy

       "TAXATION AUTHORITY"              any authority, whether of the United
                                         Kingdom or elsewhere, competent to
                                         impose, assess or collect Taxation,
                                         including the Board of Inland Revenue
                                         and the Commissioners of Customs and
                                         Excise

       "TAXATION STATUTE"                any statute (and all regulations and
                                         other documents having the force of
                                         law under such statute) published,
                                         enacted, issued or coming into force on
                                         or before the date of this Agreement
                                         relating to Taxation

       "TAX CLAIM"                       any notice, demand, assessment, letter
                                         or other document issued, or action
                                         taken, by or on behalf of any Taxation
                                         Authority and the submission of any
                                         Taxation form, return or computation
                                         from which, in either case, it appears
                                         to the Purchaser that the Company is or
                                         may be subject to a Liability to
                                         Taxation or other liability in respect
                                         of which the Vendors are or may be
                                         liable under PARAGRAPH 2

       "TCGA"                            Taxation of Chargeable Gains Act 1992

       "TMA"                             Taxes Management Act 1970

       "VAT"                             value added tax

       "VATA"                            Value Added Tax Act 1994

       "VAT GROUP"                       any group of companies for the purposes
                                         of section 43 VATA of which the Company
                                         is or has been a member on or before
                                         Completion;

1.2    references to Events include Events which are deemed to have occurred for
       any Taxation purpose and references to income, profits or gains earned,
       received or accrued for any Taxation purpose include income, profits or
       gains which are deemed to have been earned, received or accrued for any
       Taxation purpose;


                                       42
<PAGE>

1.3    references to the loss of a Relief include the disallowance of a Relief
       and the failure to obtain a Relief (whether as a result of the surrender
       of the Relief to another company or otherwise); and

1.4    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 Company to any asset or
       in the enforcement or production of which the Company is interested, and
       any interest, fine or penalty relating to such stamp duty, will be deemed
       to be a liability of the Company to make an actual payment of Taxation.

PART 2 - TAX COVENANT

2.     COVENANT

       Subject to the provisions of this PART 2 of this SCHEDULE 4, the Vendors
       covenant with the Purchaser to pay to the Purchaser an amount equal to
       the amount of:

2.1    any Liability to Taxation which has arisen or arises as a result of or in
       connection with any Event which occurred on or before Completion, whether
       or not such Liability to Taxation has been discharged on or before
       Completion; and

2.2    any Liability to Taxation which arises as a result of any Event which
       occurs after Completion pursuant to a legally binding obligation (whether
       or not conditional) entered into by the Company on or before Completion
       otherwise than in the ordinary course of business of the Company as
       carried on at Completion; and

2.3    any Liability to Taxation in respect of a chargeable gain which arises as
       a result of the disposal after Completion of any asset acquired by the
       Company on or before Completion, to the extent that such Liability to
       Taxation would not have arisen if the expenditure incurred on or before
       Completion and allowable under section 38(1)(a) TCGA in respect of the
       asset (ignoring any other Relief) had not been less than the value of the
       asset stated in the 30 June 2001 Balance Sheet or, in the case of an
       asset acquired between 30 June 2001 and Completion, the cost of the asset
       and any other amount within the said section; and

2.4    any Liability to Taxation which arises in respect of a chargeable gain as
       a result of the Company ceasing after Completion to use an asset acquired
       on or before Completion for the purposes of a trade, as mentioned in
       section 154(2)(b) TCGA, or as a result of the expiry after Completion of
       a period of 10 years beginning on or before Completion with the
       acquisition of an asset, as mentioned in section 154(2)(c) TCGA; and

2.5    any liability of the Company to make a payment in respect of Taxation
       which has arisen or arises as a result of or in connection with any Event
       which occurred on or before Completion, whether or not such liability has
       been discharged on or before Completion, including any liability of the
       Company to make a payment in respect of Taxation under any indemnity,
       covenant, guarantee or charge entered into by the Company on or before
       Completion; and




                                       43
<PAGE>

2.6    any reasonable costs, fees or expenses (including legal costs on a full
       indemnity basis) properly incurred by the Company or the Purchaser in
       connection with:

       2.6.1    any Liability to Taxation or other liability in respect of which
                the Vendors are liable under any of PARAGRAPHS 2.1 TO 2.5; or

       2.6.2    any Tax Claim or any Dispute where the subject matter of the Tax
                Claim or Dispute is a liability for which the Vendors would be
                liable under any of paragraphs 2.1 to 2.5; or

       2.6.3    successfully taking or defending any action (including but not
                limited to legal proceedings) under this PART 2 of this
                SCHEDULE 4.

2.7    Without prejudice to PARAGRAPHS 2.1 TO 2.6, the Vendors covenant with the
       Purchaser to pay to the Purchaser an amount equal to the amount of:

       2.7.1    any Liability to Taxation which arises as a result of or in
                connection with the use of cars owned by the Company; and

       2.7.2    any reasonable costs, fees or expenses (including legal costs on
                a full indemnity basis) properly incurred by the Company or the
                Purchaser in connection with:

                2.7.2.1  any Liability to Taxation in respect of which the
                         Vendors are liable under PARAGRAPH 2.7.1; or

                2.7.2.2  any Claim from which it appears to the Purchaser that
                         the Company is or may be subject to a Liability to
                         Taxation in respect of which the Vendors are or may be
                         liable under PARAGRAPH 2.7.1 or any Dispute in
                         connection with any such Claim; or

                2.7.2.3  successfully taking or defending any action under this
                         PARAGRAPH 2.7.

3.     QUANTIFICATION

       For the purposes of PARAGRAPH 2 the amount of a Liability to Taxation or
       a liability of the kind mentioned in PARAGRAPH 2.5 will be determined as
       follows:

3.1    the amount of a Liability to Taxation falling within PARAGRAPH (A) of the
       definition of that expression in PARAGRAPH 1.1 will be the amount of the
       actual payment of Taxation which the Company is liable to make;

3.2    the amount of a Liability to Taxation falling within PARAGRAPH (B) of the
       definition of that expression in PARAGRAPH 1.1 will be the amount of
       Taxation saved by the Company as a result of the use of the Purchaser's
       Relief; and

3.3    the amount of a Liability to Taxation falling within PARAGRAPH (C) of the
       definition of that expression in PARAGRAPH 1.1 will be:


                                       44
<PAGE>

       3.3.1    the amount of Taxation which would have been saved by the
                Company but for the loss of the Purchaser's Relief on the basis
                of the rates of Taxation current at the date of the loss,
                assuming for this purpose that the Company had sufficient
                profits or was otherwise in a position actually to use the
                Purchaser's Relief; or

       3.3.2    if the Purchaser's Relief lost was a right to a repayment of
                Taxation, the amount of the repayment of Taxation so lost; and

3.4    the amount of a liability of the Company to make a payment in respect of
       Taxation will be the amount of the payment in respect of Taxation which
       the Company is liable to make.

4.     EXCLUSIONS

4.1    The Vendors will not be liable under PARAGRAPHS 2.1 to 2.5 inclusive in
       respect of a Liability to Taxation or other liability of the Company to
       the extent to which:

       4.1.1    such Liability to Taxation or other liability was discharged on
                or before 30 June 2001 and the discharge of such Liability to
                Taxation or other liability was recognised in the 30 June 2001
                Balance Sheet; or

       4.1.2    specific provision was made in the 30 June 2001 Balance Sheet
                for such Liability to Taxation or other liability; or

       4.1.3    such Liability to Taxation or other liability arises as a result
                of any Event which occurred in the ordinary course of business
                of the Company as carried on at Completion after 30 June 2001
                and on or before Completion including, for the avoidance of
                doubt, corporation tax on profits of the Company earned in the
                ordinary course of business of the Company after 30 June 2001;
                or

       4.1.4    payment has already been made in respect of such Liability to
                Taxation or other liability under this PART 2 or PART 3 of this
                SCHEDULE 4; or

       4.1.5    such Liability to Taxation or other liability would not have
                arisen but for:

                4.1.5.1  the passing or change of any Tax Statute (including a
                         change in the rates of Tax) or the publication after
                         Completion of any Inland Revenue extra statutory
                         concession or statement of practice;

                4.1.5.2  any change in the accounting period, accounting policy
                         or practice of the Company made:

       (a)      before Completion at the written request of the Purchaser; or

       (b)      after Completion

       except where such change is required in order to bring the accounting
       policy or practice of the Company in line with GAAP prevailing on or
       before Completion; or


                                       45
<PAGE>

       4.1.6    such Liability to Taxation or other liability would not have
                arisen but for a voluntary act, transaction or omission of the
                Company after Completion:

                4.1.6.1  otherwise than pursuant to a legally binding obligation
                         entered into by the Company on or before Completion or
                         imposed on the Company by any legislation coming into
                         force on or before Completion; and

                (a)      which the Purchaser was aware or ought reasonably to
                         have been aware would give rise to the Liability to
                         Taxation or other liability in question; and

                (b)      otherwise than in the ordinary course of business of
                         the Company as carried on at Completion.

       4.1.7    any Relief other than a Purchaser's Relief which arises in
                consequence of, or by reference to, an Event occurring on or
                before Completion, is used to reduce or extinguish that
                liability; or

       4.1.8    such Liability to Taxation or other liability relates to any
                interest, penalty or fine in respect of a period after the date
                on which the Purchaser received payment from the Vendors in
                respect of a liability for which the Vendors are liable under
                this SCHEDULE 4; or

       4.1.9    such Liability to Taxation or other liability arises or is
                increased as a result of a cessation of, or change in the nature
                or conduct of, the trade carried on by the Company as at
                Completion, such cessation or change occurring after Completion,
                save where such cessation or change takes place in consequence
                of a breach of the Warranties or of the Agreement; or

       4.1.10   such Liability to Taxation or other liability has otherwise been
                satisfied under the Warranties or the Agreement; or

       4.1.11   such Liability to Taxation or other liability arises as a result
                of an Event on or before Completion occurring at the written
                request of the Purchaser.

4.2    For the purposes of PARAGRAPH 4.1.3 none of the following will be
       regarded as an Event occurring in the ordinary course of business of the
       Company:

       4.2.1    any distribution (within the meaning of Part VI (with section
                418) ICTA) or deemed distribution;

       4.2.2    the disposal or acquisition of any asset (including trading
                stock) or the supply or obtaining of any service or business
                facility of any kind (including a loan of money or the letting,
                hiring or licensing of any tangible or intangible property) in
                circumstances where the consideration (if any) actually received
                or given for such disposal, acquisition, supply or obtaining is
                different from the consideration deemed to have been received or
                given for any Taxation purpose;

       4.2.3    any Event which gives rise to a Liability to Taxation in respect
                of deemed (as opposed to actual) income, profits or gains;


                                       46
<PAGE>

       4.2.4    the Company ceasing, or being deemed to cease, to be a member of
                any group of companies or associated with any other company for
                any Taxation purpose;

       4.2.5    any Event which gives rise to a Liability to Taxation under Part
                XVII ICTA;

       4.2.6    any Event which gives rise to a Liability to Taxation primarily
                chargeable against or attributable wholly or partly to or
                recoverable wholly or partly from any other person;

       4.2.7    the disposal of any capital asset;

       4.2.8    any scheme, arrangement or transaction designed partly or wholly
                or containing steps or stages designed partly or wholly for the
                purpose of avoiding or reducing or deferring a Liability to
                Taxation;

       4.2.9    the creation, cancellation or reorganisation of any share or
                loan capital of the Company;

       4.2.10   the failure by the Company to deduct or account for any
                Taxation; or

       4.2.11   any Event which gives rise to any fine, penalty, surcharge,
                interest or other imposition relating to any Taxation.

5.     DEDUCTIONS FROM PAYMENTS

5.1    All sums payable by the Vendors or the Purchaser under this SCHEDULE 4
       shall be paid gross free and clear of any rights of counterclaim or
       set-off and without any deductions or withholdings unless the deduction
       or withholding is required by law in which event the Vendors or the
       Purchaser, as the case may be, (the "Paying Party") shall pay such
       additional amount as shall be required to ensure that the net amount
       received by the other party (the "Receiving Party") will equal the full
       amount which would have been received by it had no such deduction or
       withholding been made.

5.2    If any Tax Authority brings into charge to Tax any amount paid under this
       SCHEDULE 4, other than by way of an adjustment to the base cost or
       disposal proceeds of the Shares to the Purchaser and Vendors
       respectively, in the hands of the Receiving Party then the amount so paid
       shall be increased by such amount as will ensure that after deduction of
       the Tax so charged the net amount received by the Receiving Party will
       equal the full amount which it would have received had no such Tax been
       charged.

6.     DUE DATE FOR PAYMENT

6.1    The due date for the making of a payment for which the Vendors are liable
       under this Part 2 of this SCHEDULE 4 will be:

       6.1.1    the date falling 5 Business Days after the Purchaser has served
                notice on the Vendors demanding such payment; or

       6.1.2    in any case involving a liability of the Company or the
                Purchaser to make an actual payment (whether or not a payment of
                Taxation), the later of the date


                                       47
<PAGE>

                mentioned in PARAGRAPH 6.1.1 and the date falling 5 clear
                Business Days before the last date upon which the payment is
                required to be made to the person entitled to the payment (after
                taking into account any postponement of the due date for payment
                of any Taxation which is obtained).

6.2    If any payment required to be made by the Vendors under this Part 2 of
       this SCHEDULE 4 is not made by the due date, ascertained in accordance
       with PARAGRAPH 6.1, then such payment will bear interest in accordance
       with the terms of CLAUSE 10 of this Agreement.

7.     CLAIMS PROCEDURE

7.1    The Purchaser will as soon as reasonably practicable give written notice
       of any Tax Claim to the Vendors, provided that the giving of such notice
       will not be a condition precedent to the liability of the Vendors under
       PARAGRAPH 2. Where a time limit applies, such as on the issue of an
       assessment, the Purchaser shall give written notice of the Tax Claim
       within 10 Business Days of the Purchaser becoming aware of that claim.

7.2    Provided that the Vendors indemnify and secure the Company, the Purchaser
       and all other members of the same group of companies as the Purchaser to
       the reasonable satisfaction of the Purchaser against all losses, costs,
       damages and expenses (including interest on overdue Taxation) which may
       be incurred thereby, the Purchaser will procure that the Company, at the
       Vendors' cost and expense, takes such action and gives such information
       and assistance in connection with its Taxation affairs as the Vendors may
       reasonably and promptly request to dispute, appeal against, settle or
       compromise any Tax Claim, including, but not limited to:

       7.2.1    applying to postpone (so far as legally possible) the payment of
                any Taxation; and

       7.2.2    (except in the case of a Tax Claim where any Taxation Authority
                alleges dishonest or fraudulent conduct on the part of any of
                the Vendors or the Company or any person acting on behalf of any
                of the Vendors or the Company) allowing the Vendors to
                undertake, at their own cost and expense, the conduct of the
                Dispute.

7.3    The Vendors will not without the prior written consent of the Purchaser
       take any action in relation to any Dispute conducted by them or at their
       request, including, but not limited to:

       7.3.1    the transmission of any communication (whether written or
                otherwise) to any Taxation Authority;

       7.3.2    the appointment of solicitors or other professional advisers in
                relation to the Dispute;

       7.3.3    the settlement or compromise of the relevant Tax Claim; and

       7.3.4    the agreement of any matter which is likely to affect the amount
                of the relevant Tax Claim or any future Liability to Taxation.


                                       48
<PAGE>

7.4    The Purchaser may withhold its consent to the taking of any action
       mentioned in PARAGRAPH 7.3 which it reasonably considers to be materially
       prejudicial to the business or Taxation affairs of the Company, the
       Purchaser or any other member of the same group of companies as the
       Purchaser or on any other reasonable ground.

7.5    The Vendors will promptly and fully inform the Purchaser of all matters
       relating to any Dispute conducted by or at the request of the Vendors and
       will provide the Purchaser with copies of all correspondence and other
       documents relating thereto.

7.6    Without prejudice to the liability of the Vendors under this PART 2 of
       this SCHEDULE 4:

       7.6.1    the Purchaser will be entitled, at the Vendors' cost and
                expense, to appoint its own solicitors and other professional
                advisers in relation to any Dispute conducted by or at the
                request of the Vendors, in addition to those appointed by the
                Vendors;

       7.6.2    the Purchaser will not be obliged to procure that the Company
                appeals against any assessment to or demand for Taxation unless
                within 10 Business Days of the Purchaser giving notice thereof
                to the Vendors in accordance with PARAGRAPH 7.1, the Vendors
                have given notice to the Purchaser to do so;

       7.6.3    the Purchaser will not be obliged to prevent the Company from
                making a payment of Taxation at the time necessary to avoid
                incurring any fine, penalty, surcharge, interest or other
                imposition in respect of any unpaid Taxation; and

       7.6.4    if the Vendors fail promptly (and in any event within 10
                Business Days of the Purchaser giving notice requiring them to
                do so) to inform the Purchaser of any action which they wish the
                Purchaser to procure the Company to take under PARAGRAPH 7.2,
                the Purchaser will be entitled to procure that the Company
                settles or compromises any Tax Claim on such terms as it
                determines in its absolute discretion.

8.     TIME LIMIT

8.1    The Vendors will not be liable under PARAGRAPH 2 in respect of a
       Liability to Taxation or other liability of the Company unless within 7
       years after Completion the Purchaser has given notice to the Vendors of
       any Tax Claim whatsoever relating to such Liability to Taxation or other
       liability, or of any Event which may give rise to such a Tax Claim.

8.2    The time limit in PARAGRAPH 8.1 will not apply in any case involving:

       8.2.1    dishonest, fraudulent or negligent conduct on the part of any of
                the Vendors, the Company or any person acting on behalf of any
                of the Vendors or the Company; or

       8.2.2    any Liability to Taxation or other liability of the Company
                which arises as a result of the combined effect of two or more
                Events not all of which occurred on or before Completion.


                                       49
<PAGE>

9.     SAVINGS

9.1    If (at the Vendors' request and expense) the Auditors determine that the
       Company has obtained a Saving, the Purchaser will as soon as reasonably
       practicable thereafter repay to the Vendors the lesser of:

       9.1.1    the amount of the Saving (as determined by the Auditors); and

       9.1.2    the amount paid by the Vendors under PARAGRAPH 2 in respect of
                the Liability to Taxation which gave rise to the Saving less any
                part of that amount previously repaid to the Vendors under any
                provision of this Agreement or otherwise.

9.2    The Company will be entitled to use in priority to any Relief which gives
       rise to a Saving any other Relief available to it (including by way of
       surrender by another company to it) to reduce or eliminate any liability
       to make an actual payment of corporation tax.

9.3    The Company will not obtain a Saving until the last date upon which it
       would have been obliged to make the actual payment of corporation tax
       which has been reduced or eliminated in order to avoid incurring interest
       thereon.

9.4    In determining whether the Company has obtained a Saving, the Auditors
       will act as experts and not as arbitrators and their determination will
       (in the absence of manifest error) be conclusive and binding on the
       parties.

10.    RECOVERY FROM OTHER PERSONS

10.1   If the Company recovers from any other person (including any Taxation
       Authority but excluding the Purchaser, any other member of the same group
       of companies as the Purchaser and any officer or employee of any such
       company) any amount which is referable to a Liability to Taxation or
       other liability of the Company in respect of which the Vendors have made
       a payment under PARAGRAPH 2, the Purchaser will repay to the Vendors the
       lesser of:

       10.1.1   the amount so recovered (less any losses, reasonable costs,
                damages and expenses incurred by the Company, the Purchaser or
                any other member of the same group of companies as the Purchaser
                in order to make the recovery of that amount); and

       10.1.2   the amount paid by the Vendors under PARAGRAPH 2 in respect of
                the Liability to Taxation or other liability in question less
                any part of such amount previously repaid to the Vendors under
                any provision of this Agreement or otherwise.

10.2   If the Purchaser becomes aware that the Company is or may be entitled to
       recover any amount mentioned in PARAGRAPH 10.1, the Purchaser will as
       soon as reasonably practicable give notice of that fact to the Vendors
       and provided that the Vendors indemnify and secure the Company, the
       Purchaser and all other members of the same group of companies as the
       Purchaser to the reasonable satisfaction of the Purchaser against all
       losses, reasonable costs, damages and expenses which may be incurred
       thereby, the Purchaser will procure that the Company, at the Vendors'
       cost and


                                       50
<PAGE>

       expense, takes such action as the Vendors may reasonably and promptly
       request to effect such recovery.

10.3   The action which the Vendors may request the Company to take under
       PARAGRAPH 10.2 does not include:

       10.3.1   any action which the Purchaser considers to be materially
                prejudicial to the business or Taxation affairs of the Company,
                the Purchaser or any other member of the same group of companies
                as the Purchaser or to which the Purchaser objects on any other
                reasonable ground; or

       10.3.2   allowing the Vendors to undertake the conduct of any action
                necessary to effect recovery of the amount in question.

11.    GENERAL

       All payments by the Vendors under this PART 2 of this SCHEDULE 4 will be
       treated as repayments by the Vendors of the Consideration paid for the
       Shares pursuant to this Agreement, provided that this PARAGRAPH 11 will
       not operate in any way to limit the liability of the Vendors under this
       PART 2 of this SCHEDULE 4.

PART 3 - TAX WARRANTIES

12.    RETURNS, DISPUTES AND CLEARANCES

12.1   All notices, returns, computations, registrations and payments which
       should have been made by the Company for any Taxation purpose have been
       made within the requisite periods and are up-to-date, correct and on a
       proper basis and none of them is, or is likely to be, the subject of any
       dispute with any Taxation Authority.

12.2   The Company is not involved in any dispute with any Taxation Authority
       concerning any matter likely to affect in any way the liability of the
       Company to Taxation and there are no circumstances which are likely to
       give rise to any such dispute.

12.3   The Taxation affairs of the Company have never been the subject of any
       investigation or enquiry by any Taxation Authority (other than routine
       questions), no Taxation Authority has indicated that it intends to
       investigate the Taxation affairs of the Company and there are no
       circumstances which are likely to give rise to any such investigation.

12.4   The Company has punctually supplied all information requested by any
       Taxation Authority for any Taxation purpose.

12.5   All particulars furnished to the Inland Revenue or any other Taxation
       Authority in connection with the application for any consent or clearance
       made on behalf of or affecting the Company were made to the appropriate
       office, section, department or body and fully and accurately disclosed
       all facts, circumstances and (where appropriate) law material to the
       decision of the Inland Revenue or such other Taxation Authority and any
       such consent or clearance given remains valid and effective and any
       transaction for which such consent or clearance has previously been
       obtained has been carried into effect (if at all) only in accordance with
       the terms of the relevant application, consent or clearance.


                                       51
<PAGE>

12.6   The Disclosure Letter contains details so far as they affect the Company
       of all concessions, arrangements and agreements (whether formal or
       informal) negotiated with any Taxation Authority and no action has been
       taken by or on behalf of the Company which has had or is likely to have
       the result of altering, prejudicing or in any way disturbing any such
       concession, arrangement or agreement.

13.    PENALTIES AND INTEREST

13.1   The Company has not since the Accounting Date paid, and is not liable to
       pay, any fine, penalty, charge, surcharge or interest charged by virtue
       of any of the provisions of any Taxation Statute and the Company has not
       since the Accounting Date become subject to any forfeiture by virtue of
       any such provisions or the operation of any penal provisions contained in
       any Taxation Statute.

13.2   There are no circumstances which are likely to cause the Company to
       become liable to pay any fine, penalty, charge, surcharge or interest, or
       become subject to any forfeiture, as mentioned in PARAGRAPH 13.1.

14.    TAXATION CLAIMS, LIABILITIES AND RELIEF

14.1   The Company has sufficient records to enable it to make and complete
       returns for Taxation purposes and to calculate the liability to Taxation
       or relief arising on the disposal of any asset owned at the Accounting
       Date or acquired since the Accounting Date but before Completion.

14.2   The Company has duly and properly made all Taxation claims, disclaimers,
       elections and surrenders and given all notices and consents and done all
       other things in respect of Taxation the making, giving or doing of which
       was assumed to have been made for the purposes of the Balance Sheet, all
       such claims, disclaimers, elections, surrenders, notices, consents and
       other things have been accepted as valid by the relevant Taxation
       Authorities and none has been revoked or otherwise withdrawn.

14.3   The Company has neither made nor is entitled to make any claim under
       section 23, 24, 48, 242, 279 or 280 TCGA or section 584 ICTA.

14.4   The Company is not, and will not become, liable to pay, or make
       reimbursement or indemnity in respect of, any Taxation (or amounts
       corresponding to any Taxation) payable by or chargeable on or
       attributable to any other person, whether in consequence of the failure
       by that person to discharge that Taxation within any specified period or
       otherwise, where such Taxation relates to a profit, income or gain,
       transaction, event, omission or circumstance arising, occurring or deemed
       to arise or occur (whether wholly or partly) on or prior to Completion.

15.    DISTRIBUTIONS AND PAYMENTS

15.1   The Company has deducted and properly accounted to the appropriate
       Taxation Authority for all amounts which it has been obliged to deduct in
       respect of Taxation, has complied fully with all reporting requirements
       relating to all such amounts and has (where required by the applicable
       Taxation Statute) duly provided certificates of deduction of tax to the
       recipients of payments from which deductions have been made.


                                       52
<PAGE>

15.2   The Company has not at any time declared, paid or made any dividend or
       other payment which is, or could be treated as, a distribution for the
       purposes of Part VI ICTA or section 418 ICTA except any dividend
       disclosed in its audited statutory accounts nor is it bound to make such
       a distribution.

15.3   There are no securities (within the meaning of section 254(1) ICTA) of
       the Company in issue, or which the Company has agreed to issue any
       payment in respect of, which falls to be treated as a distribution for
       the purposes of section 209 ICTA.

15.4   The Company has not at any time issued or agreed to issue any share
       capital as paid up otherwise than by the receipt of new consideration,
       after repaying any share capital, as mentioned in section 210 ICTA.

15.5   The Company has not made or received any exempt distribution within the
       meaning of section 213 ICTA, or has at any time been a relevant company
       in relation to an exempt distribution for the purposes of that section or
       concerned in an exempt distribution for the purposes of section 214 ICTA.

15.6   The Company has not at any time received a capital distribution to which
       section 189 TCGA could apply.

15.7   No rents, interest, annual payments or other sums of an income nature
       paid or payable by the Company since the Accounting Date, or which the
       Company is under an obligation to pay, will be wholly or partially
       disallowable as deductions or charges in computing the profits of the
       Company for the purposes of corporation tax, whether by virtue of the
       provisions of section 74, 79, 125, 338, 577, 779 to 786 (inclusive) or
       787 ICTA or otherwise.

15.8   The Company has not since the Accounting Date made any payment to, or
       provided any benefit for, any present or former director, employee or
       officer which is wholly or partially disallowable as a deduction in
       computing the profits of the Company for the purposes of corporation tax,
       or is under an obligation to make any such payment or provide any such
       benefit.

15.9   The Company is not and has never has been a party to any interest rate
       contract or option, or currency contract or option which is or may become
       a qualifying contract as described in Chapter II Part IV FA 1994.

15.10  The Company has no assets or liabilities to which Chapter II Part II FA
       1993 could apply.

16.    EMPLOYEE BENEFITS

16.1   Without prejudice to the generality of PARAGRAPH 15.1, the Company has
       properly operated the Pay As You Earn system, by making deductions, as
       required by the applicable Taxation Statute, from all payments made, or
       treated as made, to its directors, employees or officers or former
       directors, employees or officers or any persons required to be treated as
       such, and accounting to the Inland Revenue for all Taxation so deducted
       and for all Taxation chargeable on the Company on benefits provided for
       its directors, employees or officers, or former directors, employees or
       officers.


                                       53
<PAGE>

16.2   The Company has complied fully with all reporting requirements, and
       proper records have been maintained, relating to all payments and
       benefits made or provided, or treated as made or provided, to its
       directors, employees or officers or former directors, employees or
       officers.

16.3   Without prejudice to the generality of PARAGRAPH 12.6, the Disclosure
       Letter contains full details of all dispensations granted to the Company
       by the Inland Revenue under section 166 ICTA or otherwise relating to
       payments and benefits made or provided, or treated as made or provided,
       to its directors, employees or officers or former directors, employees or
       officers or any persons required to be treated as such, and the reporting
       requirements mentioned in relation to such payments and benefits in
       PARAGRAPH 16.2 together with full details of any PAYE settlement
       agreements negotiated and agreed with the Inland Revenue under section
       206A ICTA.

16.4   The Company has complied fully with its obligations under the provisions
       of sections 136(6) and 139(5) ICTA and section 85 FA 1988.

16.5   The Disclosure Letter contains full details of all share option schemes
       and profit sharing schemes established by the Company whether approved by
       the Inland Revenue under the provisions of Schedule 9 ICTA or otherwise
       and the Company has complied with all statutory requirements in respect
       of such schemes.

16.6   The Company has not established a qualifying employee share ownership
       trust within the meaning of section 74 and Schedule 5 FA 1989 and no
       chargeable event within the meaning of section 69 FA 1989 has occurred.

16.7   The Disclosure Letter contains full details of all profit-related pay
       schemes providing for the payment to any employee of the Company of
       emoluments calculated by reference to profits, which have ever been
       registered under Chapter III Part V ICTA.

16.8   The Company has complied fully with its obligations under Chapter IV Part
       XIII ICTA.

16.9   The Company has complied fully with all its obligations relating to Class
       1 and Class 1A National Insurance Contributions, both primary and
       secondary.

17.    CLOSE COMPANIES

17.1   The Company is not, and has never been, a close investment-holding
       company within the meaning of section 13A ICTA.

17.2   The Company has not at any time:

       17.2.1   made any loan or advance or effected any transaction falling
                within section 419, 421 or 422 ICTA or released or written off
                or agreed to release or write off the whole or any part of any
                such loans or advances; or

       17.2.2   made a transfer of value which is or may be liable to Taxation
                under the provisions of sections 94, 99 or 199 IHTA.

17.3   No distribution within section 418 ICTA has ever been made by the
       Company.


                                       54
<PAGE>

18.    GROUP TRANSACTIONS

       The Company is not and has not at any time been:

18.1   a member of a group of companies as defined in section 170 TCGA; or

18.2   an associated company of any other company as defined in section 774(4)
       ICTA; or

18.3   a member of a group or owned by a consortium within the meaning of
       section 413 ICTA.

18.4   been a party to any such reconstruction as is described in section 343
       ICTA;

18.5   been the subject of or otherwise involved in any arrangements as are
       referred to in section 410 ICTA;

18.6   ceased to be a member of a group of companies in such circumstances that
       a profit or gain was deemed to accrue to it by virtue of section 178 or
       179 TCGA and neither the execution of this Agreement nor Completion will
       result in any profit or gain being deemed to accrue to it for any
       Taxation purpose whether pursuant to section 179 TCGA or otherwise.

19.    GIFTS

19.1   There is no outstanding Inland Revenue charge (as defined in section 237
       IHTA) over any asset of the Company or over any of the Shares.

19.2   There are in existence no circumstances by virtue of which any such power
       as is mentioned in section 212 IHTA could be exercised in relation to any
       asset of the Company or to any of the Shares or by virtue of which any
       such power could be exercised but for the provisions of section 204(6)
       IHTA.

19.3   The Company has not been a party to associated operations in relation to
       a transfer of value within the meaning of section 268 IHTA.

19.4   The Company has not received any asset by way of gift as mentioned in
       section 282 TCGA.

19.5   No expenditure incurred by the Company on the acquisition of any shares
       is liable to be reduced under the provisions of section 125 TCGA.

20.    TAX AVOIDANCE

       The Company has not entered into or been a party to any scheme,
       arrangement or transaction designed partly or wholly or containing steps
       or stages designed partly or wholly for the purpose of avoiding or
       deferring Taxation or reducing a liability to Taxation and in particular
       has not entered into or been a party to any scheme, arrangement or
       transaction to which the provisions of any of sections 34 to 37
       (inclusive), 56 and 398, 395, 399, 703 to 709 (inclusive), 713, 714, 729
       to 737 (inclusive), 770, 775, 776, 779 to 787 (inclusive), 798 and
       Schedule 28AA ICTA could apply.


                                       55
<PAGE>

21.    BASE VALUES AND ACQUISITION COSTS

21.1   If each of the capital assets of the Company owned at the Accounting Date
       was disposed of for a consideration equal to the book value of that asset
       in, or adopted for the purpose of, the Balance Sheet, or in the case of
       assets acquired since the Accounting Date, equal to the consideration
       given on acquisition, no liability to corporation tax on chargeable gains
       or balancing charge under the CAA would arise (and for this purpose there
       will be disregarded any relief or allowance available to the Company
       other than amounts falling to be deducted from the consideration
       receivable under section 38 TCGA).

21.2   The Company does not own any wasting asset within the meaning of section
       44 TCGA which does not qualify in full for capital allowances as
       described in section 47(1) TCGA.

22.    CAPITAL GAINS

       The Company has not at any time:

22.1   made a claim under sections 152 to 158 (inclusive) or 175 or 247 TCGA
       which affects the amount of the chargeable gain or allowable loss which
       would, but for such claim, have arisen upon a disposal of any asset or
       acquired any asset or any interest in any asset in circumstances in which
       another company has made a claim under section 175 TCGA which affects for
       the purposes of the TCGA the amount or value of the consideration given
       for such asset or interest;

22.2   been a party to, involved in, or connected with any disposal of assets
       within the meaning of section 29 TCGA or any scheme or arrangement such
       as are mentioned in section 30 TCGA;

22.3   been a party to, involved in, or connected with any exchange of
       securities whether or not (by virtue of section 135 TCGA) section 127
       TCGA applied to the exchange;

22.4   carried out or been involved in or connected with any reorganisation or
       scheme of reconstruction or amalgamation whether or not (by virtue of
       section 126 or 136 TCGA) section 127 TCGA applied to such reorganisation
       or scheme of reconstruction or amalgamation;

22.5   carried out or been involved in or connected with any scheme of
       reconstruction or amalgamation involving a transfer of business assets
       whether or not section 139 TCGA applied to the transfer;

22.6   been a party to, involved in, or connected with, any depreciatory
       transaction to which section 176 TCGA applied (including any transaction
       to which that section applied by virtue of section 177 TCGA);

22.7   acquired or disposed of any asset or entered into any transaction or
       arrangement whatsoever otherwise than by way of bargain at arm's length
       or in respect of which there may be substituted for the actual
       consideration given or received by the Company a different consideration
       for any Taxation purpose;

22.8   realised a loss to which section 18(3) TCGA applied;


                                       56
<PAGE>

22.9   realised a pre-entry loss or acquired any pre-entry asset as defined in
       Schedule 7A TCGA;

22.10  disposed of any chargeable asset for a consideration not payable wholly
       in cash on completion of the disposal;

22.11  acquired any debt (other than a debt on a security (as defined in section
       132 TCGA)) in respect of which it is not the original creditor;

22.12  made an election under paragraph 4 Schedule 2 TCGA and no asset owned by
       it is subject to a deemed disposal and re-acquisition under paragraph 16,
       19 or 20 Schedule 2 TCGA;

22.13  made an election under section 35(5) TCGA nor has the Company made its
       first relevant disposal for the purposes of section 35(6) TCGA;

22.14  acquired any policy of assurance or contract for a deferred annuity or
       interest in any such policy or contract in circumstances such that a
       chargeable gain could arise on disposal under section 210 TCGA;

22.15  transferred a trade carried on by it outside the United Kingdom through a
       branch or agency in circumstances such that a chargeable gain could be
       deemed to arise at a date after such transfer under section 140 TCGA;

22.16  made any claim or election under section 161(3) TCGA; or

22.17  made any claim under section 253 or 254 TCGA and no chargeable gain has
       arisen or is likely to arise under section 253 or 254 TCGA.

23.    CAPITAL ALLOWANCES

23.1   All capital expenditure incurred by the Company since the Accounting Date
       and all capital expenditure which may be incurred by the Company under
       any existing contract has qualified or will be capable of qualifying for
       capital allowances.

23.2   There are set out in the Disclosure Letter details of all capital
       allowances claimed in respect of the accounting period of the Company
       ending on the Accounting Date in respect of each asset or pool of assets
       in respect of which separate computations for capital allowances are
       required to be made or, as a result of any election, are made.

23.3   The Company has not incurred any expenditure on the provision of any
       capital allowance bearing asset for leasing.

23.4   The Company has not made any election under section 37 CAA 1990 nor
       section 87 CAA 2001 nor is it taken to have made any such election under
       section 37(8)(c) CAA 1990 or Chapter 14 Part 2 of CAA 2001.

23.5   The Company has not obtained any capital allowances under Chapter VI Part
       II CAA.


                                       57
<PAGE>

23.6   The Disclosure Letter gives full details of all disclaimers of capital
       allowances and writing down allowances on plant and machinery and of any
       reduction in initial allowances on industrial buildings.

23.7   The Company is not in dispute with any person as to the availability of
       allowances under Chapter VI of CAA 1990 or Chapter 14 CAA 2001 and there
       are no circumstances which are likely to give rise to such a dispute.

23.8   None of the assets of the Company, expenditure on which has qualified for
       a capital allowance under Part 1 CAA 1990 or Part 3 CAA 2001, has at any
       time since that expenditure was incurred been used otherwise than as an
       industrial building or structure.

23.9   The Company has not been party to a transfer of an asset to or from a
       connected person within section 157 or 158 CAA 1990 or the sale of an
       asset which is treated as being for an alternative amount in accordance
       with sections 567-570 CAA 2001.

23.10  The Company has not entered into, or agreed to enter into, any elections
       under section 59B CAA 1990 or section 198 CAA 2001.

24.    VAT: GENERAL

24.1   PSV:

       24.1.1   is duly registered and is a taxable person for the purposes of
                VAT and such registration is not subject to any conditions
                imposed by or agreed with the Commissioners of Customs and
                Excise;

       24.1.2   has complied in all respects with all statutory requirements,
                orders, provisions, directions or conditions relating to value
                added tax;

       24.1.3   maintains complete, correct and up-to-date records for the
                purposes of all legislation relating to VAT and is not subject
                to any condition imposed by the Commissioners of Customs and
                Excise under paragraph 6 Schedule 11 VATA relating to the
                preservation of information;

       24.1.4   is not in arrears with any payment or returns under legislation
                relating to VAT or excise duties, or liable to any abnormal or
                non-routine payment of VAT, or any forfeiture or penalty, or to
                the operation of any penal provision;

       24.1.5   has not within the 2 years ending on the date of this Agreement
                been served with any penalty liability notice under section 64
                VATA or any surcharge liability notice under section 59 VATA or
                been issued with any written warning under section 76(2) VATA;

       24.1.6   has not been required by the Commissioners of Customs and Excise
                to give security under paragraph 4 Schedule 11 VATA;

       24.1.7   has not been or applied for treatment as a member of a group for
                VAT purposes under section 43 VATA and no transaction has been
                effected in


                                       58
<PAGE>

                consequence of which the Company is or may be held liable for
                any VAT arising from supplies made by another company;

       24.1.8   has no interest and has not at any time within the period of 10
                years preceding the date of this Agreement had any interest in
                any assets treated as items under Part XV of the Value Added Tax
                Regulations 1995 ; and

       24.1.9   is not, and has not agreed to become, an agent, manager or
                factor for the purposes of section 47 VATA of any person who is
                not resident in the United Kingdom.

24.2   All supplies of goods and services made by PSV are taxable supplies for
       the purposes of the VATA and all input tax is deductible in accordance
       with the provisions of sections 25 and 26 VATA .

24.3   All goods or services supplied to PSV, or goods imported by PSV, in
       respect of which PSV has claimed credit for input tax under the rules set
       out in VATA, are used or to be used wholly for the purposes of its
       business.

24.4   PSV has never disposed of or acquired any business or assets in the
       circumstances mentioned in section 49 VATA or Article 5 of the Value
       Added Tax (Special Provisions) Order 1995.

24.5   PSV has never been registered for the purposes of VAT by reason of its
       intention to make taxable supplies (within the meaning of section 4 VATA)
       and has not claimed input tax on the basis of anticipated taxable
       supplies which have not yet been made.

24.6   There are set out in the Disclosure Letter details of all outstanding
       claims made by PSV under section 22 Value Added Tax Act 1983 and section
       36 VATA.

24.7   PSV has not been a party to any transaction or arrangement as a result of
       which a direction has been or may be given under Schedule 9A VATA.

24.8   PSV has not received any supplies of the type described in Schedule 5
       VATA where the supplier is treated as belonging to a country other than
       the United Kingdom under section 9.

24.9   All supplies of goods and services made by SEL are exempt supplies for
       the purposes of VATA and SEL is not a taxable person for the purposes of
       VAT.

25.    VAT: PROPERTY TRANSACTIONS

25.1   The Company has not incurred any liability in respect of VAT (whether to
       HM Customs and Excise or to any other person) by reason of the provisions
       of paragraph 2(1) Schedule 10 VATA and there are no circumstances whereby
       the Company could become so liable as a result of a person making an
       election under that paragraph.

25.2   Neither the Company nor any relevant associate (within the meaning of
       paragraph 3(7) Schedule 10 VATA) has made any election under paragraph
       2(1) Schedule 10 VATA in respect of any land in, over or in respect of
       which the Company has any


                                       59
<PAGE>

       interest, right or licence to occupy and the Company is not aware of any
       intention to make such an election.

25.3   The Company does not own the fee simple in any building or work such as
       is referred to in Item 1(a) Group 1 Schedule 9 VATA the supply of which
       would be standard rated.

25.4   No interest in or right over land or any licence to occupy land of the
       Company constitutes or is subject to a developmental tenancy,
       developmental lease or developmental licence such as is referred to in
       Item 1(b) Group 1 Schedule 9 VATA.

26.    STAMP DUTY AND STAMP DUTY RESERVE TAX

26.1   All documents which are liable to stamp duty and which confer any right
       upon the Company have been duly stamped and no document which confers any
       right upon the Company and which is outside the United Kingdom would
       attract stamp duty if it were brought into the United Kingdom and there
       is no liability to any penalty in respect of such duty or circumstances
       which may give rise to such a penalty.

26.2   The Company has never incurred or otherwise been under a liability to
       stamp duty reserve tax and there are no circumstances which may result in
       it being so liable.

26.3   Within the 5 years ending on the date of this Agreement, the Company has
       not made any claim for relief or exemption under section 42 FA 1930 or
       section 75, 76 or 77 FA 1986.

27.    RESIDENCE AND OFFSHORE INTERESTS

27.1   The Company is and has at all times been resident in the United Kingdom
       for the purposes of all Taxation Statutes and has not at any time been
       resident outside the United Kingdom for the purposes of any Taxation
       Statute or any double taxation arrangements.

27.2   The Company is not, and has never been a dual-resident investing company
       within the meaning of section 404 ICTA.

27.3   The Company has not at any time entered into any transaction falling
       within section 765 ICTA or failed to comply with the requirements of
       section 765A ICTA.

27.4   The Company has not at any time been subject to Taxation in any
       jurisdiction outside the United Kingdom or had a branch outside the
       United Kingdom or any permanent establishment (as that expression is
       defined in the respective double taxation relief orders current at the
       date of this Agreement) outside the United Kingdom.

27.5   The Company does not own and has not at any time owned a material
       interest in an offshore fund which is or has at any material time been a
       non-qualifying offshore fund within the meaning of section 760 ICTA.

27.6   The Company is not, and has not at any time owned any interest in a
       controlled foreign company within the meaning of sections 747 and 752
       ICTA.


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27.7   The Company is not, and has not at any time since 1 April 1985 been, a
       company which has, or an associated company of a company which has, a
       qualifying presence in a unitary state for the purposes of sections 812
       to 814 ICTA.

27.8   The Company does not and has at no time held shares in a company which is
       not resident in the United Kingdom and which would be a close company if
       it were resident in the United Kingdom, in circumstances such that a
       chargeable gain accruing to that other company could be apportioned to
       the Company under section 13 TCGA.

28.    LOSSES, ACT AND SHADOW ACT

28.1   Within the period of 3 years ending on the date of this Agreement there
       has been no major change in the nature or conduct of a trade or business
       carried on by the Company within the meaning of section 245, 245A or 768
       ICTA.

28.2   There has at no time been a change in the ownership of the Company
       (otherwise than pursuant to this Agreement) such that section 245B, 768
       or 768A ICTA has been or may be applied to deny relief in respect of any
       ACT or loss or losses or excess charges on income of the Company.

28.3   The Company has complied with the provisions of the Corporation Tax
       (Treatment of Unrelieved Surplus Advanced Corporation Tax) Regulations SI
       1999/358 in utilising any surplus ACT in existence at 6 April 1999.

29.    SHARES AND SECURITIES

29.1   The Company has not at any time:

       29.1.1   purchased or agreed to purchase, repaid or agreed to repay or
                redeemed or agreed to redeem any shares of any class of its
                share capital or any amount paid up on any of its shares;

       29.1.2   capitalised or agreed to capitalise in the form of redeemable
                shares or debentures any profits or reserves of any class or
                description or passed or agreed to pass any resolution to do so;
                or

       29.1.3   provided capital to any company on terms whereby the company so
                capitalised has in consideration of the provision of capital
                issued loan stock or other securities on terms which were
                otherwise than by way of a bargain made at arm's length.

29.2   The Company does not hold or have in issue any shares or securities (as
       defined in section 132(3)(b) TCGA) other than the Shares.

30.    LOAN RELATIONSHIPS

       There are no outstanding debts owed to or by the Company, or any
       securities issued by the Company or which the Company owns or in which it
       has an interest, which will not be repaid at Completion, other than trade
       debts which fall within the exemption in section 251(1) TCGA and which do
       not arise out of loan relationships of the Company for the purposes of
       section 81(1) FA 1996.

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<PAGE>

31.    FOREIGN EXCHANGE GAINS AND LOSSES

31.1   The Company is not nor has it since the Accounting Date been:

       31.1.1   the holder of a qualifying asset;

       31.1.2   subject to a qualifying liability; or

       31.1.3   a party to a currency contract

       for the purposes of Chapter II Part II FA 1993.

31.2   The Company is not and never has been a party to any debt contract or
       option, any interest rate contract or option, or any currency or option
       which is treated as a qualifying contract in Chapter II Part IV FA 1994
       or which in future may become such a qualifying contract.

32.    QUARTERLY INSTALMENT PAYMENTS

       SEL does pay corporation tax in quarterly instalments under the
       provisions of Corporation Tax (Instalment Payments) Regulations 1998 (SI
       1998 No 3175) and section 59E TMA. PSV is not obliged to pay corporation
       tax in quarterly instalments under the provisions of Corporation Tax
       (Instalment Payments) Regulations 1998 (SI 1998 No 3175) and section 59E
       TMA.

33.    TRANSFER PRICING

33.1   The Company has not undertaken, nor agreed to undertake, any transactions
       which are within the provisions of Schedule 28AA ICTA and the Disclosure
       Letter sets out the details of the documentation the Company has prepared
       to enable it to fulfil its obligations under Schedule 18 FA 1998 in
       respect of accounting periods ending after 30 June 1999 in relation to
       transfer pricing.

33.2   The Company has not entered into any advance pricing arrangements with
       the Inland Revenue under the provisions of section 85 FA 1999.

34.    BALANCE SHEET

34.1   The Balance Sheet fully provides or reserves, in accordance with the
       accounting policies set out in the notes included in the Balance Sheet,
       for all Taxation (including deferred tax attributable to timing
       differences capable of reversal after the Accounting Date) for which the
       Company is or may be liable, or for which it may be accountable, as at
       the Accounting Date by reference to:

       34.1.1   the profits, gains, income and earnings (whether actual or
                deemed) for any period ending on or before the Accounting Date;
                or

       34.1.2   any distributions (within the meaning of Part VI or section 418
                ICTA) made or deemed to be made on or before Accounting Date; or

       34.1.3   any other transaction entered into or deemed to be entered into
                on or before the Accounting Date.


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<PAGE>

34.2   To the extent that provision for deferred tax was not made in the Balance
       Sheet, full details of the amounts of deferred tax not provided for and
       the matter to which the deferred tax relates are disclosed in the notes
       to the Balance Sheet.

35.    30 JUNE 2001 BALANCE SHEET

35.1   The 30 June 2001 Balance Sheet fully provides or reserves, in accordance
       with the accounting policies set out in the notes included in the 30 June
       2001 Balance Sheet, for all Taxation (including deferred tax attributable
       to timing differences capable of reversal after 30 June 2001) for which
       the Company is or may be liable, or for which it may be accountable, as
       at 30 June 2001 by reference to:

       35.1.1   the profits, gains, income and earnings (whether actual or
                deemed) for any period ending on or before 30 June 2001; or

       35.1.2   any distributions (within the meaning of Part VI or section 418
                ICTA) made or deemed to be made on or before 30 June 2001; or

       35.1.3   any other transaction entered into or deemed to be entered into
                on or before 30 June 2001.

35.2   To the extent that provision for deferred tax was not made in the Balance
       Sheet, full details of the amounts of deferred tax not provided for and
       the matter to which the deferred tax relates are disclosed in the notes
       to the 30 June 2001 Balance Sheet.




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                                   SCHEDULE 5

                             COMPLETION ARRANGEMENTS


At Completion the following will take place:

1.     ITEMS FOR DELIVERY

1.1    The following items will be produced and delivered by the Vendors:

       SHARE TRANSFERS

       1.1.1    Executed transfers of the Shares in favour of the Purchaser (or
                its nominee(s)) together with the share certificates for the
                Shares (or in the case of any lost certificate an indemnity
                satisfactory to the Purchaser in relation to it).

       1.1.2    Any waiver, consent or other document necessary to give the
                Purchaser (or its nominee(s)) full legal and beneficial
                ownership of the Shares.

       AUTHORISATIONS

       1.1.3    A copy of a resolution of the board of directors (certified by a
                duly appointed officer as true and correct) of each of the
                Companies authorising the execution of and the performance by
                the Companies (and each of them) of their obligations under each
                of the documents to be executed by it.

       1.1.4    If the Purchaser requests, a power of attorney in the agreed
                terms by each registered holder of the Shares which enables the
                Purchaser or its nominee to attend and vote at general meetings
                of the Companies (or either of them).

       RESIGNATIONS AND APPOINTMENTS

       1.1.5    A letter of resignation in the agreed terms from each director
                of each of the Companies.

       1.1.6    A letter of resignation in the agreed terms from the secretary
                of each of the Companies.

       1.1.7    A copy of a letter to each of the Companies from its auditors
                resigning from office with effect from Completion and containing
                the statement required by section 394 CA 1985, the original of
                the letter having been deposited at the registered office of the
                relevant company.

       COMPANY DOCUMENTATION

       1.1.8    The certificate of incorporation, any certificate(s) of
                incorporation on change of name and the statutory books and
                registers (which will be written up to but not including
                Completion) of each of the Companies.


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<PAGE>

       1.1.9    All deeds and documents relating to the title of each of the
                Companies to the Property.

       FINANCIAL

       1.1.10   A copy of the bank mandate of each of the Companies and copies
                of bank statements in respect of each account of each of the
                Companies as at the close of business two Business Day prior to
                Completion, together in each case with a reconciliation
                statement prepared by the Vendors to show the position at
                Completion (listing unpresented cheques drawn or received by the
                Companies (or either of them) and standing orders payable since
                the date of such bank statements).

       MISCELLANEOUS

       1.1.11   All licences, certificates or other documents previously
                specified by the Purchaser.

       1.1.12   A deed in the agreed terms from each Vendor acknowledging that
                neither that Vendor nor any spouse or child of that Vendor nor
                any company of which such Vendor, spouse or child has control
                (as defined in section 840 ICTA) has any claim against the
                Companies (or either of them) and that there is no agreement or
                arrangement under which the Companies (or either of them) has
                any actual, contingent or prospective obligation to any such
                person other than repayment of the directors loan accounts.

       1.1.13   Where any agreement or arrangement referred to in PARAGRAPH
                1.1.12 previously existed, evidence of the release or
                termination of it in a form satisfactory to the Purchaser.

       1.1.14   A copy of the duly executed contract of employment of every
                Employee including new service agreements of David Pain, Deborah
                Pain, Helen Wood and Judith Ward.

       1.1.15   The duly executed Software Agreement.

2.     CONVENING OF MEETINGS

2.1    The Vendors will procure that duly convened board meetings of each of the
       Companies are held at which:

       2.1.1    such persons as are nominated by the Purchaser as directors,
                secretary and auditors of each of the Companies are appointed
                with immediate effect;

       2.1.2    the resignations of directors, secretary and auditors referred
                to in each of paragraphs 1.1.6, 1.1.7 AND 1.1.8 are accepted
                with immediate effect;

       2.1.3    the directors approve the banking documentation (the "BANKING
                DOCUMENTATION") and the giving of financial assistance in
                connection therewith;



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<PAGE>

       2.1.4    a written resolution to approve the Banking Documentation for
                the purposes of section 151 of the Companies Act is approved for
                circulation to the shareholders to approve the giving of the
                financial assistance;

       2.1.5    the transfers referred to in PARAGRAPH 1.1.1 (subject to
                stamping at the Purchaser's cost if not previously effected) are
                approved for registration in the books of each of the Companies;

       2.1.6    the accounting reference dates of the Companies are changed to
                30 September;

       2.1.7    the address of the registered office of each of the Companies is
                changed to Stone Business Park, Brooms Road, Stone,
                Staffordshire ST15 0TL;

       2.1.8    the existing instructions to the bankers of each of the
                Companies are amended and new instructions given to such bankers
                as the Purchaser may nominate, in such form as the Purchaser
                directs; and

       2.1.9    SEL's execution of the employment contracts in the agreed terms
                between David Pain, Deborah Pain, Helen Wood, Judith Ward and
                SEL are approved and authorised.

2.2    The Vendors will procure that a written resolution is passed in respect
       of each of the Companies adopting new articles of association in the
       agreed terms for each of the Companies.

2.3    The Purchaser will hold a duly convened board meeting to approve and
       authorise the execution of the deed constituting the Notes, the creation
       and issue of the Notes and the execution of certificates in respect of
       the Notes in favour of the Vendors.

3.     CONTRACTS

3.1    The Vendors will procure that Helen Wood and Judith Ward will enter into
       contracts of employment in the agreed terms with SEL.

3.2    The Purchaser will procure that Barclays Bank plc will execute the deed
       constituting the Notes.

4.     REPAYMENT OF MONIES OWED

       Each Vendor will repay, and will procure that any spouse or child of that
       Vendor and any company of which such Vendor, spouse or child has control
       (as defined in section 840 ICTA) will repay, all amounts (if any) owed by
       such Vendor, spouse, child or company whether due for payment or not.

5.     SATISFACTION OF INITIAL CONSIDERATION

5.1    The Purchaser will satisfy that part of the Initial Consideration payable
       in cash by electronic funds transfer to the Vendors' Solicitors client
       account with The Royal Bank of Scotland plc at PO Box 412, 62-63
       Threadneedle Street, London EC2R 8LA (Sort code 15-10-00, Account number
       20901465) or by such other method as may be agreed between the parties.


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<PAGE>

5.2    The Purchaser will satisfy the balance of the Initial Consideration by
       delivering to the Vendors' Solicitors duly executed certificates in the
       agreed terms in respect of the Notes in favour of the Vendors.





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<PAGE>

                                   SCHEDULE 6

                                  THE PROPERTY


PART 1 - FREEHOLD

Not applicable

PART 2 - LEASEHOLD

Leasehold property known as first floor offices at 163 High Street Uxbridge and
also known as 2 Baker's Yard comprised in a lease dated 11 April 1997 made
between London Underground Limited (1) and Staffing Enterprise Limited (2) for a
term of 12 years commencing on 29 December 1994.





                                       68
<PAGE>


                                   SCHEDULE 7

                  PROVISIONS REGARDING ADDITIONAL CONSIDERATION


1.     In this Schedule the following expressions shall have the following
       meanings unless inconsistent with the context:

       "AUDITORS"                     the auditors from time to time of the
                                      Companies

       "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

       "2002 PRE TAX PROFIT"          the aggregate earnings before interest
                                      received, taxation, depreciation and
                                      amortisation on ordinary activities of the
                                      Companies as calculated in accordance with
                                      CLAUSE 4 of this SCHEDULE 7 for the 12
                                      month period ended 30 September 2002.

2.     If the 2002 Pre Tax Profit :

2.1    is(pound)2,000,000 or less the Purchaser shall pay no Additional
       Consideration to the Vendors;

2.2    is more than(pound)2,000,000 and less than or equal to(pound)2,500,000
       the Purchaser shall pay to the Vendors(pound)2,000,000;

2.3    is more than(pound)2,500,000 and less than or equal to(pound)3,000,000
       the Purchaser shall pay to the Vendors(pound)3,000,000;

2.4    is more than(pound)3,000,000 and less than or equal to(pound)3,500,000
       the Purchaser shall pay to the Vendors(pound)5,000,000;

2.5    is more than (pound)3,500,000 and less than or equal to (pound)4,200,000
       the Purchaser shall pay to the Vendors a sum calculated by multiplying
       the 2002 Pre Tax Profit by 6 and thereafter deducting the amount of the
       Initial Consideration;

2.6    exceeds (pound)4,200,000 the Purchaser shall pay to the Vendors a sum
       calculated by multiplying the 2002 Pre Tax Profit (subject to a maximum
       of (pound)5,000,000) by 7.18 and thereafter deducting the amount of the
       Initial Consideration.

3.     For clarity, the amount of the Additional Consideration payable in
       accordance with PARAGRAPH 2 above shall not exceed in aggregate the sum
       of (pound)20,900,000 and shall be paid to the Vendors in the proportion
       specified opposite that Vendor's name in column 5 of SCHEDULE 1.


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<PAGE>

4.     The 2002 Pre Tax Profit shall mean the aggregate earnings as shown by the
       profit and loss accounts of the Companies for the period 1 October 2001
       to 30 September 2002 (agreed or reported on in accordance with PARAGRAPH
       5) such profit and loss account to be prepared in accordance with the
       same bases and policies of accounting applied for the purposes of the
       Accounts and with (to the extent not inconsistent with the foregoing)
       accounting principles generally accepted in the United Kingdom, provided
       that they shall be adjusted so far as necessary to take account of the
       following matters:

4.1    any taxation on profits, depreciation and amortisation on the ordinary
       activities of the Companies shall not be deducted;

4.2    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);

4.3    any profit or loss on the disposal of any fixed assets (including,
       without limitation, any Intellectual Property Rights (as defined in
       SCHEDULE 3) shall be excluded;

4.4    the effects, including any increased depreciation charges, of any
       revaluation of any fixed assets shall be excluded;

4.5    any intra group management charges for services provided by any member of
       the Purchaser's Group including, but not limited to, commercial services
       provided on arm's length terms shall be added back unless approved by the
       Vendors in writing such approval not to be unreasonably conditioned,
       withheld or delayed;

4.6    the fees, remuneration, pension contributions and associated costs and
       expenses in respect of any director or officer of the Companies (or
       either of them) nominated by the Purchaser or any member of the
       Purchaser's Group including, but not limited to, a managing director
       shall be added back;

4.7    any expenses for which the Companies (or either of them) are 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;

4.8    where any banking costs incurred by the Companies (or either of them) in
       relation to the account to be opened with Barclays Bank plc are greater
       than those which would have been charged by HSBC, the difference between
       such costs shall be added back;

4.9    in relation to debtors:

       4.9.1    credit notes issued or due to be issued in relation to erroneous
                invoices shall be included;

       4.9.2    full provision shall be made and included for any debts or parts
                thereof over 120 days old due from private hospitals which have
                not been collected by the Companies (or either of them) by the
                date on which the 2002 Pre Tax Profit was agreed or reported on
                in accordance with this Schedule;

4.10   in relation to the insurance of the Companies:


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<PAGE>

       4.10.1   any costs or expenditure incurred by the Companies (or either of
                them) in relation to obtaining additional insurance and/or cover
                to comply with the London Agency Project insurance requirements
                shall be included;

       4.10.2   any further costs or expenditure incurred by the Companies (or
                either of them) in relation to obtaining additional insurance
                and/or cover in excess of that required by the London Agency
                Project shall be treated as follows:

                4.10.2.1   if the insurance brokers of each of the Companies and
                           the Purchaser agree as to the level of additional
                           insurances and/or cover to be purchased by the
                           Companies (or either of them) the cost of obtaining
                           such additional insurances and/or cover shall be
                           borne by the Companies and deducted; and

                4.10.2.2   if such brokers cannot so agree, the matter shall be
                           reviewed and reported on by the Recruitment and
                           Employment Council whose costs shall be borne as to
                           one half by the Purchaser and one half by the
                           Vendors and whose decision shall be binding on the
                           Vendors and the Purchaser (except in the case of
                           manifest error);

4.11   any costs or expenses charged to the Companies (or either of them) by or
       on behalf of any member of the Purchaser's Group which have not been
       approved by the Vendors such approval not to be unreasonably withheld,
       delayed or conditioned (including, but not limited to, costs and expenses
       associated with banking, computers, marketing, stationery restructuring
       or reorganisation of the Companies (or either of them) or any member of
       the Purchaser's Group (in so far as it affects the Companies or either of
       them)) shall be added back;

4.12   any costs or expenditure incurred by the Companies (or either of them) as
       a result of any initiative taken by or on behalf of the Purchaser or the
       Purchaser's Group which is outside the normal course of business of the
       Companies (or either of them) shall be added back and any revenue arising
       therefrom shall be deducted;

4.13   the costs incurred in relation to David Pain's travel and other expenses
       on group matters shall not be added back with the exception of overseas
       travel which shall be added back ;

4.14   any monies received by the Companies (or either of them) from the Heart
       Hospital shall be deducted;

4.15   any interest payable by the Companies (or either of them) in relation to
       any borrowings either from the Group or external providers of finance
       shall be deducted;

4.16   in relation to audit fees, fees of up to(pound)5,000 shall be deducted
       and the excess of any fee over such amount shall be added back;

4.17   no release shall be made during the period of such accounts in relation
       to overpayments by hospitals and any release made in breach of this
       paragraph shall be deducted;


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<PAGE>

4.18   a proper provision shall be made for PAYE payable (if any) in relation to
       the staff party to be held in January 2002;

4.19   staff bonuses shall be accrued on a proportionate basis;

4.20   if the software licences referred to in CLAUSE 3.5.3 are purchased by the
       Companies (or either of them) prior to 1 October 2001, an accrual shall
       be made and included in an amount equal to the cost of such licences and
       expensed in the profit and loss account;

4.21   any payment to the Vendors in lieu of untaken holiday shall be included;

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

4.23   the Purchaser and the Vendors shall exercise their powers in relation to
       the Companies to ensure that earnings and profits are accounted for in a
       manner consistent with bases and policies of accounting applied for the
       purposes of the Accounts and to procure that no action will be taken with
       a view to accelerating or deferring revenues or deferring or accelerating
       costs in respect of the period from 1 October 2001 to 30 September 2002.

5.     The Purchaser shall procure that:

5.1    as soon as reasonably practicable following 30 September 2002 and in any
       event within 90 days thereof the Purchaser (with the assistance of the
       Auditors) will prepare and deliver to the Vendors a calculation of the
       2002 Pre Tax Profit showing the application of the foregoing provisions
       of this Schedule. The Vendors and the Purchaser will then endeavour in
       good faith to agree in writing the amount of the 2002 Pre Tax Profit. In
       the absence of agreement between the Vendors and the Purchaser as
       aforesaid within 60 days after the delivery of such calculation, either
       the Purchaser or the Vendors may by notice in writing to the other
       require the calculation of the 2002 Pre Tax Profit to be reviewed and
       reported upon by the Independent Accountant (whose costs shall be paid as
       he or they shall direct and shall act as expert (and not as arbitrator)
       in connection with the giving of such report, which shall be binding on
       the Vendors and the Purchaser (except in the case of manifest error). The
       Vendors and the Purchaser shall use their reasonable endeavours to
       procure that such review and report is completed within 14 Business Days
       of such requirement;

5.2    the Vendors and the Vendors' professional advisers shall have the right
       upon giving 2 Business Days prior written notice to the Purchaser, to
       have access to and copies (at their own expense) of the books and
       accounts of the Companies (or either of them) and such other information
       as will be reasonably requested by the Vendors to enable them to assess
       the calculations referred to in PARAGRAPH 5.1 of this SCHEDULE 7.

6.     Subject to PARAGRAPHS 7 and 8 the Additional Consideration will be paid
       in accordance with CLAUSE 2.4 of the Agreement to the Vendors in the same
       proportions as specified in column 5 of SCHEDULE 1 within 7 days of the
       agreement as to or determination of the Additional Consideration. If such
       payment is not made


                                       72
<PAGE>

       on such date the Purchaser shall pay interest on the relevant amount from
       such date to the date of actual payment at the rate set out at CLAUSE 10
       of the Agreement.

7.     Appropriate Claims

       Save to the extent the amount of any Appropriate Claim is satisfied from
       the Retention Fund or otherwise discharged, the Purchaser will be
       entitled to deduct from the Additional Consideration due to the Vendors
       under this Schedule the amount of any Appropriate Claim which may exist
       at the date upon which the Additional Consideration falls due to be paid
       to the Vendors and may thereby reduce the amount of loan notes to be
       issued to the Vendors. For the purposes of this paragraph, an
       "Appropriate Claim" is any Relevant Claim, Tax Claim or claim under any
       indemnity in this Agreement under which the Purchaser reasonably believes
       that the Vendors (or either of them) are liable.

8.     Debtors - NHS hospitals

8.1    For the purpose of CLAUSES 8.2 to 8.4 (inclusive) "NHS DEBTS" shall mean
       any amounts due and outstanding from NHS hospitals as at 30 September
       2002 in relation to which the Companies (or either of them) have taken
       legal action against the relevant hospital to recover such amounts and
       such action has failed.

8.2    If all NHS Debts have been recovered by the Companies (or either of them)
       by 30 September 2003, (pound)200,000 in aggregate in cash shall be
       released from the Retention Fund to the Vendors in the proportions set
       out in column 5 of SCHEDULE 1 by 14 October 2003.

8.3    If all or part of such NHS Debts have not been recovered by the Companies
       (or either of them) by 30 September 2003, an amount equal to the total of
       all such debts outstanding shall be released from the Retention Fund to
       the Purchaser by 14 October 2003. If the total of such NHS Debts not
       recovered by 30 September 2003 is less than (pound)200,000 the difference
       between such total and (pound)200,000 shall be released in aggregate from
       the Retention Fund to the Vendors as set out in PARAGRAPH 8.2. For the
       avoidance of doubt, if such debts exceed (pound)200,000 the Purchaser
       shall have the option to have the excess released from the Retention Fund
       or require the Vendors to pay to the Purchaser (or as the Purchaser
       directs) an amount equal to the difference between the total of such
       debts and (pound)200,000 by 14 October 2003.

8.4    If after 30 September 2003 any NHS Debts have not been paid and the
       Companies (or either of them) have taken legal action against the
       relevant hospital to recover such amounts and such action has failed to
       recover such amounts, the Vendors shall pay to the Purchaser within 14
       days of service of notice of payment by the Purchaser to the Vendors an
       amount equal to the difference between the Additional Consideration
       already paid by the Purchaser to the Vendors and the Additional
       Consideration which would have been paid if the amount of such debt had
       not been included in the 2002 Pre Tax Profit.

8.5    Debtors - private hospitals

       If any debts due from private hospitals which were included in the
       provision referred


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<PAGE>

       to in PARAGRAPH 4.9.2 are subsequently paid by the relevant hospital to
       the Companies (or either of them) by 30 September 2003, the Purchaser
       shall pay in aggregate to the Vendors as set out in PARAGRAPH 8.2 an
       amount equal to the difference between the Additional Consideration
       already paid by the Purchaser to the Vendors and the Additional
       Consideration which would have been paid had the provision not included
       such debt, such payment to be satisfied by the issue of Second Loan Notes
       in the relevant amount.




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                                   SCHEDULE 8

                     PART A - THE FIRST LOAN NOTE INSTRUMENT


                              DATED            2001
                              ---------------------








                        LOAN NOTE INSTRUMENT 2001- 2006

                                       BY

                       TRANSWORLD HEALTHCARE (UK) LIMITED

                                   RELATING TO

                 THE TRANSWORLD HEALTHCARE GUARANTEED UNSECURED
                                   LOAN NOTES






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




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<PAGE>


LOAN NOTE INSTRUMENT entered into by way of a deed on                       2001

by

TRANSWORLD HEALTHCARE (UK) LIMITED a company incorporated in England with
registered number 03370146 having its registered office at Stone Business Park,
Brooms Road, Stone, Staffordshire (the "COMPANY")

incorporating a guarantee by BARCLAYS BANK PLC (the "GUARANTOR")

WHEREAS

(A)    The Company, pursuant to a resolution of its board of directors
       passed on [ ] September 2001, has created unsecured Loan Notes of up
       to (pound)10,000,000 in nominal amount to be issued in connection
       with the acquisition (the "ACQUISITION") of the entire issued share
       capital of Staffing Enterprise Limited (company number 2149723) and
       Staffing Enterprise (PSV) Limited (company number 2936791) from the
       vendors thereof and has determined to constitute the Loan Notes as
       hereinafter provided.

(B)    The Guarantor has agreed to guarantee the obligations of the Company
       to make due and punctual payment of all sums of principal due under
       the Loan Notes.

NOW IT IS HEREBY AGREED AND DECLARED AS FOLLOWS:

1.     INTERPRETATION

1.1    In this Instrument the following words and expressions shall, save where
       the context otherwise requires, have the following meanings:

       "BANKS"                        any bank which is providing funding to any
                                      member of the Transworld Group or the
                                      holding company (as defined in the
                                      Companies Act 1985) of the Company

       "BUSINESS DAY"                 means a day, other than a Saturday, Sunday
                                      or public holiday, on which banks
                                      generally are open for business in London
                                      and Edinburgh;

       "CONDITIONS"                   means the conditions to be endorsed on the
                                      Loan Notes in the form or substantially in
                                      the form set out in Schedule 2 as such
                                      conditions may from time to time be
                                      modified in accordance with the provisions
                                      herein contained;

       "DIRECTORS"                    means the board of directors of the
                                      Company for the time being or a duly
                                      authorised committee of that board;

       "$" OR "DOLLARS"               means the lawful currency of the United
                                      States of America;


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<PAGE>

       "INSTRUMENT"                   means this  instrument and the Schedules
                                      as from time to time modified in
                                      accordance with the provisions herein
                                      contained;

       "INTEREST PAYMENT DATE"        means 15 April or 15 October in each year,
                                      as the case may be;

       "INTEREST PERIOD"              means, in the case of the first such
                                      period, the period commencing with the
                                      date of issue of the Loan Note and ending
                                      on the next Interest Payment Date and, in
                                      the case of the second and subsequent such
                                      periods, the period commencing on the date
                                      immediately following the last Interest
                                      Payment Date and ending on the next
                                      Interest Payment Date;

       "INTEREST RATE"                the annual rate of 5.25 per cent;

       "LOAN NOTES"                   means the unsecured loan notes of the
                                      Company to be issued under this Instrument
                                      or (as the context may require) the
                                      principal amount thereof for the time
                                      being issued and outstanding;

       "NOTEHOLDERS"                  means the persons from time to time
                                      recorded in the books of the Company as
                                      being entitled to the benefit of the Loan
                                      Notes;

       "SCHEDULES"                    means the schedules to this Instrument;

       "(POUND)" OR "STERLING"        the lawful currency of the United Kingdom;

       "TRANSWORLD GROUP"             means the Company and any of its
                                      subsidiaries from time to time;

       "UNITED STATES" AND "US"       means the United States of America
                                      (including the states of the United States
                                      of America and District of Columbia), its
                                      territories, its possessions and all other
                                      areas subject to its jurisdiction; and

       "VENDORS"                      means David Christopher Pain and Deborah
                                      Kay Pain.

1.2    References to any gender shall include the other genders; references to
       the singular person only shall include the plural person and vice versa;
       and references to persons shall include corporations.


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<PAGE>

1.3    References to this Instrument shall include the Schedules; references to
       clauses are to clauses of this Instrument and sub-divisions thereof; and
       references to paragraphs in any Schedules are to the paragraphs of that
       Schedule and sub-divisions thereof.

1.4    The headings in this Instrument are for convenience of reference only and
       do not form part of this Instrument and shall not affect its validity or
       construction.

2.     FORM OF THE LOAN NOTES

2.1    The Loan Notes shall be known as The Transworld Healthcare Guaranteed
       Unsecured Loan Notes 2001 - 2006 and shall be issued in amounts and
       multiples of (pound)1 by the Company at par credited as fully paid to the
       Vendors but to no other person. The Loan Notes shall be issued on the
       terms and conditions contained in the Schedules. The Loan Notes, as and
       when issued, shall rank pari passu equally and rateably without
       discrimination or preference as an unsecured debt obligation of the
       Company.

2.2    None of the Loan Notes shall be offered to the public for subscription or
       purchase and none of them shall be dealt in on any stock exchange in the
       United Kingdom or elsewhere and no application shall be made to any stock
       exchange for permission to deal in, or for any official listing or other
       quotation in respect of, the Loan Notes.

3.     PRINCIPAL AMOUNT OF THE LOAN NOTES

       The aggregate principal amount of the Loan Notes is limited to
       (pound)10,000,000.

4.     REDEMPTION OR REPAYMENTS

       The Loan Notes shall be redeemed or repaid in accordance with the
       Conditions.

5.     PAYMENT OF INTEREST

       The Company hereby covenants to each of the Noteholders that until the
       Loan Notes are repaid to the Noteholders the Company shall in respect of
       each Interest Period pay interest on the Loan Notes held by them
       respectively at the Interest Rate on the first day of the Interest Period
       calculated on a day to day basis on the amount of the Loan Notes such
       interest to be payable on the Interest Payment Date applicable thereto.

6.     ISSUE AND FORM OF LOAN NOTE CERTIFICATES

6.1    Each Noteholder shall be entitled, without charge, to one certificate for
       the Loan Notes. However, joint holders of Loan Notes will be entitled to
       only one Loan Note certificate (and the Company shall not be bound to
       recognise more than four persons as the joint holders of any Loan Note
       certificate) and the one Loan Note certificate shall be sent to the joint
       holder whose name appears first in the Company's records.

6.2    Each Loan Note certificate shall be issued under the signature of two
       duly authorised officers of the Company and shall be substantially in the
       form set out in Schedule 1 and shall have the Conditions endorsed
       thereon. The Company shall comply with the provisions of the Loan Notes
       and the Conditions and the Loan Notes shall be held by Noteholders
       subject to all such provisions which shall be binding on the


                                       78
<PAGE>

       Company and the Noteholders and all persons claiming through or under
       them respectively.

7.     GUARANTEE

7.1    The Guarantor irrevocably and unconditionally guarantees and covenants to
       the Noteholders and each of them the due and punctual payment (without
       set-off or counterclaim or deduction except as required by law) of the
       principal of the Loan Notes all on the terms of this Instrument subject
       to and in accordance with this CLAUSE 7 (the "GUARANTEE"). As between the
       Company and the Guarantor the latter is a surety only.

7.2    If the Company defaults in the payment on the due date of any amount of
       principal to any Noteholder, the Guarantor shall within 14 days after the
       receipt by the Guarantor of the documents specified in CLAUSE 7.3 below
       forthwith pay (without set-off or counterclaim or deduction except as
       required by law) to the Noteholder (by way of telegraphic transfer) the
       amount in respect of which such default has been made. Any payment so
       made shall pro tanto make good the Company's default.

7.3    A Noteholder claiming payment under CLAUSE 7.2 above must deliver to the
       Guarantor at its office at 54 Lombard Street, London, for the attention
       of Steve Kalli or such other address and details as may from time to time
       be notified to the Company and each Noteholder:-

       7.3.1    a demand in writing signed by or on behalf of the Noteholder or
                in the cases of joint registered holders by or on behalf of all
                such joint registered holders showing the full name(s) and
                registered address(es) of the Noteholder(s) concerned, provided
                however that if the Noteholder shall fail to make demand in
                accordance with CLAUSE 7.9 below the Guarantor shall be released
                from its obligations hereunder in respect of that Noteholder;
                and

       7.3.2    a certified copy of the original certificate(s) for the Notes in
                respect of which the claim is made or such indemnity in lieu as
                the Guarantor may reasonably require.

       The Guarantor shall not be under any duty to establish whether a claim by
       a Noteholder has been validly made but shall be entitled to assume that
       any such claim has been so validly made and accordingly the Guarantor
       need only make one payment in relation to each claim.

7.4    Subject to CLAUSES 7.9 and 7.10, the Guarantee is to be a continuing
       guarantee and, save in the case of interest payable under the Loan Notes,
       shall remain in force until all sums in relation to each Loan Note
       expressed to be payable by the Company under this Instrument have been
       paid. The obligations of the Guarantor under the Guarantee shall not be
       avoided or reduced or affected by the liquidation, insolvency,
       receivership or administration or dissolution of the Company or by virtue
       of any provisions or enactments relating to winding-up, insolvency,
       liquidation or receivership or administration for the time being in force
       or by any intermediate payment or satisfaction of any obligations
       guaranteed hereunder.



                                       79
<PAGE>

7.5    Subject to CLAUSE 7.7 the liability of the Guarantor to each Noteholder
       shall not be affected by and the Guarantee shall not be discharged by
       reason of:-

       7.5.1    any variation of the terms of any of the obligations of the
                Company to the Noteholder;

       7.5.2    any incapacity or change in the constitution of the Company or
                the Guarantor;

       7.5.3    any time or other indulgence given or agreed to be given by the
                Noteholder to, or any composition or other arrangement made with
                or accepted from, either the Company in respect of any of the
                obligations hereunder or any person in respect of any of the
                obligations hereunder or any person in respect of obligations
                under any related security; and

       7.5.4    any other act, event or omission which, but for this provision,
                would or might operate to offer any legal or equitable defence
                for or impair or discharge the Guarantor's obligations under
                this Guarantee including (without limitation) any irregularity,
                unenforceability, invalidity or frustration of any of the
                obligations of the Company under this Instrument to the
                Noteholders.

7.6    The Guarantee shall be in addition to, and shall not be affected by, any
       other security or rights now or hereafter held or exercisable by any
       Noteholder on account of, or in respect of, any of the monies the payment
       of which is hereby guaranteed by the Guarantor.

7.7    No variation or modification to any provisions of this Instrument or the
       Loan Notes shall be made without the prior consent in writing of the
       Guarantor and pursuant to Condition 5. Any variation of the terms of the
       Guarantee in relation to any Notes shall only be considered valid and
       constituting part of the Guarantee if such variation is made in writing
       and signed on behalf of the Company, by the relevant Noteholder or (if
       such holder is a company on its behalf by any director or the company
       secretary of such company) and by or on behalf of the Guarantor.

7.8    The Guarantor shall not be discharged from its obligations under the
       Guarantee (other than pursuant to CLAUSE 7.9 and 7.10) except by complete
       performance of the obligations on its part contained in this Instrument
       provided that for the avoidance of doubt, the Guarantee shall cease
       immediately in respect of any Loan Notes purchased or cancelled by the
       Company or in respect of any part thereof so purchased or cancelled. The
       Guarantee is a primary obligation of the Guarantor and may be assigned
       only with the prior written consent of the Company and the Noteholders.
       As a separate and independent stipulation, the Guarantor agrees that any
       principal payable under the Loan Notes which may not be recoverable from
       the Company by reason of any legal limitation, disability or incapacity
       of the Company or any other analogous fact or circumstances shall
       nevertheless be recoverable from the Guarantor, and paid within 14
       Business Days from receipt by the Guarantor of a demand to do so served
       in terms of this CLAUSE 7.

7.9


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<PAGE>


       7.9.1    No demand shall be made by a Noteholder under the Guarantee
                unless the Noteholder shall have first made demand against the
                Company in respect of the amount due and payable and claimed
                hereunder and the Company has within 5 Business Days failed to
                make such payment to the Noteholder. The Guarantor shall have no
                right to require a Noteholder first to take any other steps or
                proceedings against the Company before the Guarantee is enforced
                and failure to take any such other steps or proceedings shall
                not affect, impair or be a defence to the Guarantee.

       7.9.2    Any demand in respect of any unpaid obligations (an "UNPAID
                OBLIGATION") must be lodged with the Guarantor by a Noteholder
                no later than three months after the date the Unpaid Obligation
                became due and payable by the Company. Failure to lodge a demand
                within such period shall result in the Guarantor ceasing to have
                any liability to pay any interest accruing on such Unpaid
                Obligation after such three month period.

       7.9.3    Notwithstanding any other provision of this deed, the maximum
                liability of the Guarantor shall be the aggregate principal
                amount of Notes issued from time to time (up to a maximum
                principal amount of (pound)10,000,000), subject to this CLAUSE
                7.9.

7.10   No demand may be made under the Guarantee in respect of any Loan Notes
       after five years from the date of issue of the Loan Notes (or, if such
       date is not a Business Day, the next following Business Day) and the
       obligations of the Guarantor under the Guarantee shall expire and cease
       to be of any force or effect except for valid demands received by the
       Guarantor in terms of this CLAUSE 7 on or before such date (or, if such
       date is not a Business Day, the next following Business Day).

7.11   No failure or delay on the part of any Noteholder in exercising any
       right, power or privilege under the Guarantee shall constitute a waiver
       thereof.

7.12   If at any time there are ten or more Loan Notes in issue as a result of
       the exercise by one or more Noteholders of their rights of transfer the
       Company and the Noteholders will negotiate in good faith to agree on a
       charge (exclusive of value added tax which shall be paid in addition) in
       respect of the increased administrative services that the Company will be
       required to provide.

7.13   The Company shall notify the Guarantor immediately prior to any issue of
       Loan Notes by delivering to the Guarantor a Guarantee Issue Request in
       the agreed form duly completed and executed. As between the Guarantor and
       the Noteholders, failure so to notify the Guarantor shall not affect,
       impair or be a defence to the Guarantee.

8.     UNDERTAKING TO PERFORM OBLIGATIONS

       The Company hereby undertakes to each of the Noteholders duly to comply
       with the obligations on its part herein contained and imposed on it.

9.     EFFECT OF CONDITIONS AND SCHEDULES

       The Conditions and the provisions contained in the Schedules shall have
       effect as if


                                       81
<PAGE>

       such Conditions and provisions were set out herein.

10.    ENDORSEMENTS OF SUPPLEMENTAL INSTRUMENTS

       A memorandum of execution of any instrument supplemental to this
       Instrument shall be endorsed by the Company on this Instrument.

11.    ASSIGNMENT BY THE COMPANY

11.1   Subject to giving the Noteholders not less than 30 days prior written
       notice of its intention to assign its rights and obligations under this
       Instrument the Company may not assign any of its rights and obligations
       under this Instrument to any other person without the prior written
       consent of the Noteholders (such consent not to be unreasonably withheld
       or delayed) except without limit to any member of the Transworld Group or
       the Banks, such assignment to take effect on the date on which notice of
       such assignment would be deemed to have been served as set out in
       Condition 8.4, subject also to the Company procuring that such assignee
       can and will continue to be able to perform its obligations under this
       Instrument and ensuring that the guarantee contained in this Instrument
       shall continue in full force and effect with the consent of the
       Guarantor; and provided further that if such assignee is but then ceases
       to be a member of the Transworld Group that the rights and obligations
       under this Instrument shall be re-assigned to a member of the Transworld
       Group prior to such cessation provided all the foregoing conditions are
       satisfied by the Company and such member.

11.2   Subject to CLAUSE 11.1 above the assignee of the rights and obligations
       of the Company hereunder shall on written notice from the Noteholders
       issue a new instrument on the same terms as this Instrument mutatis
       mutandis and the Guarantor shall enter into the new instrument on the
       same terms mutatis mutandis as are contained in CLAUSE 7 of this
       Instrument.

12.    FURTHER LOAN NOTES

       A Noteholder shall, while any part of his holding of Loan Notes remains
       outstanding, have the right to acquire (by subscription at nominal value
       of an amount equal to up to one tenth of the nominal value of such
       Noteholder's then outstanding holding of Loan Notes) additional Loan
       Notes to be issued by a subsidiary of the Company to be specified by the
       Company ("the Subsidiary") within 5 days of receipt of the notice
       referred to in CLAUSE 12.1 (the "Further Loan Notes") on terms and
       conditions substantially the same as applicable to the Loan Notes subject
       as follows:

12.1   this right shall be exercisable on the first Business Day of each month
       after the date of this Instrument until redemption by giving not less
       than 20 days' prior written notice to the Company and shall be
       exercisable only once in relation to each Loan Note;

12.2   the rate of interest on the Further Loan Notes shall be 1 per cent. below
       LIBOR;

12.3   the Further Loan Notes shall be unsecured (whether by guarantee or
       otherwise) and shall not include any right to acquire additional
       securities; and


                                       82
<PAGE>

12.4   the form of the notice exercising the right shall contain the following
       paragraph:

              "I/we elect to acquire by subscription at nominal value (pound) of
              Further Loan Notes in accordance with CLAUSE 12.1 of this
              Instrument

       and the Company shall procure that the Subsidiary shall issue the Further
       Loan Notes on the terms and conditions set out above.

13.    GOVERNING LAW

13.1   This Instrument and the Loan Notes shall be governed by and construed in
       accordance with English law.

13.2   Each of the Company, the Guarantor and the Noteholders agree that the
       courts of England and Wales are to have exclusive jurisdiction to settle
       any disputes which may arise in connection with this Instrument and the
       Loan Notes.

IN WITNESS whereof this Instrument has been executed as a deed and has been
delivered on the date first above written.




                                       83
<PAGE>


                                   SCHEDULE 1

                      FORM OF CERTIFICATE FOR A NOTEHOLDER


                    No.......... Amount(pound)..............


                       Transworld Healthcare (UK) Limited

                 (Incorporated in England with number 03370146)

            THE TRANSWORLD HEALTHCARE GUARANTEED UNSECURED LOAN NOTES
                                  2001 - 2006

                         Name(s) of Loan Note Holder(s)

                    ........................................


THIS IS TO CERTIFY THAT the above-named is/are the holder(s) of (pound).......
Transworld Healthcare Guaranteed Unsecured Loan Notes 2001 - 2006 (the "LOAN
NOTES") constituted by an Instrument entered into by the Company on [ 2001]
(together with any instruments supplemental thereto) (the "INSTRUMENT") and
issued with the benefit of, and subject to the provisions contained in, the
Instrument and the Conditions endorsed hereon (the "CONDITIONS").

Note:

Interest is payable on the Loan Notes half-yearly on 15 April and 15 October in
each year in accordance with the terms of the Instrument.

The Loan Notes are redeemable in accordance with Condition 2 endorsed hereon.

Each Loan Note is transferable in amounts or multiples of (pound)50,000 or in
the whole amount held by a Noteholder. This Loan Note certificate must be
surrendered to the Company before any transfer can be registered or any
redemption can be effected or any new Loan Note certificate can be issued.

The Loan Notes have not been, and will not be, registered under the United
States Securities Act of 1933 (as amended) nor have steps been taken to enable
the Loan Notes to be offered in compliance with applicable securities laws of
Canada or Japan and no prospectus in relation to the Loan Notes has been, or
will be, lodged with, or registered by, the Australian Securities Commission.

Subject to the provisions of the Instrument, the Notes are unconditionally
guaranteed as to principal by Barclays Bank plc.

Copies of the Instrument constituting the Loan Notes are available for
inspection at the principal place of business of the Company.

The Loan Notes shall be governed by and construed in accordance with the laws of
England.


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<PAGE>

IN WITNESS WHEREOF this Loan Note Certificate is executed and delivered as a
deed as follows:

EXECUTED as a deed by       )
TRANSWORLD HEALTHCARE       )              .....................................
(UK) LIMITED acting         )              Director
by
and
                                           .....................................
                                           Director/Secretary


EXECUTED as a deed by       )
                            )              .....................................
as attorney for             )              (as attorney for Barclays Bank plc)
BARCLAYS BANK PLC           )
In the presence of:         )


Witness Signature..................................

Name.................................................

Address..............................................

 ........................................................





                                       85
<PAGE>



                              NOTICE OF REDEMPTION

                            (pursuant to Condition 2)

To:        Transworld Healthcare (UK) Limited

I/We, being the holder(s) of the Loan Notes represented by this certificate,
hereby give notice that I/we require the Company to redeem all/(pound)..... [or
specify amount in other Loan Note currency] only of the said Loan Notes on
 .............(1)

I/We hereby authorise payment of the redemption moneys in accordance with the
relevant provisions of the Loan Notes to:

Name and account details for payment(2)

Name of bank     ..............................................

Branch           ..............................................

Sort code        ..............................................

Account name     ..............................................

Account number   ..............................................




I/We acknowledge that the payment of the moneys in the manner hereby authorised
shall be valid satisfaction of the moneys to which I/we become entitled as
aforesaid.

Signature(s) of Noteholder(s)          ............................. (1)

                                       ............................. (2)

                                       ............................. (3)

                                       ............................. (4)

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

  1      Please complete the date of redemption which must be either 15 April or
         15 October. LOAN NOTES ARE REDEEMABLE IN WHOLE (WHATEVER THE AMOUNT) OR
         IN PART BEING (POUND)50,000 NOMINAL AMOUNT OR ANY INTEGRAL MULTIPLE
         THEREOF.

  2      If no name or United Kingdom bank account details are inserted, payment
         will be made by cheque or warrant and sent by post to the address of
         the Noteholder held by the Company.




                                       86
<PAGE>


Notes

1.     In the case of joint holders ALL must sign. A corporation must
       execute the notice either under its common seal or as may otherwise
       be permitted by section 36A of the Companies Act 1985 or by the
       signature of a duly authorised officer.

2.     IMPORTANT: This certificate with the above notice of redemption duly
       completed and signed must (unless previously surrendered to and
       retained by the Company) be received by the Company at its registered
       office (or such other place within the United Kingdom as the Company
       may from time to time have appointed for the purpose and notified to
       the Noteholders) NOT LESS THAN 60 DAYS PRIOR TO THE DATE FOR
       REPAYMENT SPECIFIED IN THE NOTICE.

3.     In the case of redemption of part only of the Loan Notes, you will be
       sent a certificate for the balance.





                                       87
<PAGE>

                                   SCHEDULE 2

                                 THE CONDITIONS

1.     FORM OF THE LOAN NOTES

       The Loan Notes are issued in amounts and integral multiples of (pound)1
       and constitute unsecured obligations of the Company.

2.     REPAYMENT

2.1    The Loan Notes will be repaid in accordance with this Condition.

       2.1.1    The Noteholder may, subject to Condition 2.1.3, upon giving not
                less than 60 days written notice sent to the Company (in the
                form set out in this certificate), require the Company on the
                next Interest Payment Date to repay all (whatever the amount) or
                some (being(pound)50,000 in nominal amount or any integral
                multiple thereof) of the Loan Notes held by such Noteholder at
                their principal amount together with accrued interest (subject
                to any requirement to deduct tax therefrom) calculated on a
                daily basis up to (but excluding) the relevant date of
                repayment. Any such notice shall state the aggregate principal
                amount of Loan Notes to be redeemed and shall be irrevocable
                unless the Company agrees otherwise in writing. On the relevant
                Interest Payment Date specified in such notice (and subject to
                the Noteholder complying with the provisions of Condition 3.1)
                the Company shall be bound to repay the Loan Notes in respect of
                which such notice has been given at their principal amount
                together with accrued interest up to (but excluding) the date of
                repayment (subject to any requirement to deduct tax therefrom).

       2.1.2    A Noteholder may at his option, where he has entitlement to
                require the Company to repay or the Company is obliged to repay
                all or any part of his holding of Loan Notes, specify by way of
                notice of repayment that such repayment is to be made to him in
                Dollars instead of Sterling (in which case the notice shall in
                all other respects be given in accordance with Condition 2.1.1)
                and in each case where such specification is made:

                2.1.2.1   the Company shall be obliged to settle the repayment
                          to the Noteholder in Dollars;

                2.1.2.2   the election of the Noteholder shall be irrevocable;

                2.1.2.3   the rate of exchange between the Dollar and Sterling
                          for the purposes of calculating the amount of
                          repayment shall be the rate obtained by the Company
                          (being the rate offered to the Company by its bank as
                          the rate at which Dollars may be bought in return for
                          Sterling on behalf of the Company) at or about 11.00
                          am London time on the tenth Business Day prior to the
                          date of repayment ("THE RATE OF EXCHANGE");


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<PAGE>

                2.1.2.4   the repayment value shall be the Dollar equivalent of
                          one pound Sterling per (pound)1 nominal of Notes
                          converted at the Rate of Exchange less any fees or
                          charges associated with the conversion ("THE REPAYMENT
                          VALUE"), provided that:

               (a)        in no circumstances whatsoever shall the Repayment
                          Value converted as set out in Condition 2.1.2.4 be
                          more than (and if it is then the Repayment Value shall
                          equal) the lesser of:

                          the Sterling nominal value of the Notes repaid plus
                          one quarter of Y per cent of the Sterling nominal
                          value of the Notes repaid (where Y is the number of
                          complete years between the date of issue of the
                          Notes and the date of such repayment); and

                          100.5 per cent of the Sterling nominal value of the
                          Notes repaid; and

                (b)       for the purposes of this proviso the Repayment Value
                          shall be converted at the rate obtained by the
                          Company (being the rate offered to the Company by
                          its bank as the rate at which Dollars may be sold in
                          return for Sterling on behalf of the Company) at or
                          about 11.00 am London time on the date of repayment;

                2.1.2.5   the Company shall promptly upon the amount becoming
                          available certify the Rate of Exchange to any
                          Noteholder who has elected pursuant hereto to receive
                          repayment in Dollars;

                2.1.2.6   the form of notice of repayment shall contain the
                          following paragraph:

                          "I/we elect to receive repayment of principal in
                          Dollars instead of Sterling in accordance with
                          Condition 3.1.2 of the Conditions of the Loan Notes."

       2.1.3    No Loan Note may be redeemed by the Noteholder earlier than the
                Interest Payment Date falling not less than one year after the
                date on which it is issued to the Noteholder.

       2.1.4    Without prejudice to the provisions of Condition 2.1.1 the
                Company shall not redeem the Loan Notes on or before 3 years
                after the date of issue of the Loan Notes; thereafter the
                Company shall be entitled at any time to redeem some or all of
                the Loan Notes upon giving 60 days written notice to the
                Noteholder(s) expiring on an Interest Payment Date.

       2.1.5    The Company shall in any event redeem at its principal amount
                any Loan Note that remains outstanding on the fifth anniversary
                of the date when it was issued, together with accrued interest
                up to (but excluding) the date of repayment (subject to any
                requirement to deduct tax therefrom). Unless a notice of
                redemption is given to the Company by not later than 10 Business
                Days prior to the relevant date of redemption, payment of any
                amount due to a Noteholder when a Loan Note is redeemed will be
                made by bankers


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<PAGE>

                draft drawn on the Company's bank and sent by post to the
                address of the Noteholder held by the Company; but if a notice
                of redemption is so given to the Company, such payment shall be
                made by telegraphic transfer or other secure electronic funds
                transfer to such account in the United Kingdom as the Noteholder
                may specify in such notice.

2.2    CANCELLATION OF LOAN NOTES REPAID, REDEEMED OR PURCHASED

       Any Loan Notes repaid or redeemed pursuant to this Condition 2 shall
       forthwith be cancelled.

2.3    REPAYMENT REQUIRED BY NOTEHOLDER

       2.3.1    Each Noteholder shall be entitled to require all or any part of
                the Loan Notes held by him to be repaid immediately by the
                Company at par together with accrued interest if:-

                2.3.1.1  the Company fails to observe or perform any Condition
                         which is material in the context of the Loan Notes and,
                         if capable of remedy, does not remedy that breach
                         within 30 days of the Noteholder having served notice
                         on the Company in respect of such breach; or

                2.3.1.2  an encumbrancer takes possession of, or a trustee,
                         receiver, administrator or similar officer is appointed
                         or an administration order is made in respect of the
                         Company or any of its material subsidiaries or in
                         respect of the whole or a substantial part of the
                         undertaking or property of the Company or any of its
                         material subsidiaries or any directly analogous
                         proceedings in any relevant jurisdiction occur and such
                         person or his appointer has not been paid out or
                         discharged within 30 days; or

                2.3.1.3  an order is made or an effective resolution is passed
                         for the winding-up or dissolution of the Company or any
                         of its material subsidiaries or any directly analogous
                         proceedings in any relevant jurisdiction occur in
                         relation to the Company or any of its subsidiaries
                         (other than for the purposes of a solvent
                         reconstruction or amalgamation or a members' voluntary
                         winding up); or

                2.3.1.4  a proposal is made by the Company or a nominee or
                         supervisor is appointed for the Company or any of its
                         material subsidiaries for a composition in satisfaction
                         of its debt or for a scheme of arrangement of its
                         affairs or other arrangement or any proceedings for the
                         benefit of its creditors are commenced under any law,
                         regulation or procedure relating to the reconstruction
                         or readjustment of debt; or

                2.3.1.5  the Company ceases or threatens to cease to carry on
                         business or a significant part of it or suspends or
                         threatens to suspend payment of its debts or is unable
                         or is deemed to be unable to


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                         pay its debts within the meaning of section 123 (1) of
                         the Insolvency Act 1986; or

                2.3.1.6  any event occurs or proceedings are taken in respect of
                         the Company or any of its material subsidiaries in any
                         jurisdiction to which it is subject which has an effect
                         equivalent or similar to any of the events mentioned in
                         Conditions 2.3.1.4 or 2.3.1.5.

       2.3.2    The Company shall notify Noteholders as soon as reasonably
                practicable and in any event not later than five Business Days
                after the occurrence of any of the events described in
                Conditions 2.3.1.2 to 2.3.1.6 (inclusive).

2.4    For the purposes of this Condition 3, a "material subsidiary" means a
       member of the Transworld Group whose insolvency or liquidation could
       reasonably be expected to have more than an immaterial effect on the
       financial position of the Transworld Group as a whole or, if the Company
       is no longer a member of the Transworld Group, any subsidiary of the
       Company.

3.     DELIVERY OF CERTIFICATE(S) UPON REDEMPTION OR REPAYMENT

3.1    Every Noteholder any of whose Loan Notes is due to be repaid or redeemed
       under these Conditions shall deliver up to the Company, at the address
       set out in the Instrument constituting the Loan Notes (or such other
       address as the Company may from time to time notify to Noteholders), the
       certificate(s) for Loan Notes which are due to be repaid or redeemed
       unless previously delivered to and retained by the Company (or an
       indemnity in accordance with CONDITION 11 of Schedule 3 to the Instrument
       where such certificate(s) is/are lost, defaced or has/have been
       destroyed) which shall, in the case of a redemption in full, be cancelled
       and, in the case of a redemption in part only of the Loan Notes
       represented by such certificate(s), shall be cancelled and the Company
       shall issue to the Noteholder a new certificate for the balance of the
       Loan Notes not redeemed. Upon such delivery, the Company shall pay to the
       Noteholder the amount payable to him in respect of such repayment or
       redemption.

3.2    UNCLAIMED PROCEEDS OF REDEMPTION OR REPAYMENT TO BE DEPOSITED

       If any Noteholder, any part of whose Loan Notes is liable to be repaid or
       redeemed under these Conditions, shall fail or refuse to deliver up the
       certificate(s) therefor (or an indemnity in accordance with CONDITION 11
       of Schedule 3 to the Instrument where such certificate(s) is lost, is/are
       defaced or has/have been destroyed) at the time and place fixed for the
       repayment or redemption thereof or shall fail or refuse to accept payment
       of the moneys payable in respect thereof, the principal moneys payable
       (and any accrued unpaid interest thereon) to such Noteholder shall be set
       aside by the Company and paid into a separate interest bearing bank
       account and held by the Company for such Noteholder (with only such
       interest as may accrue thereon), and such setting aside shall be deemed
       for all the purposes of these Conditions to be a payment to such
       Noteholder and the Company shall thereby be discharged from all
       obligations in connection with the Loan Notes.

3.3    UNCLAIMED AMOUNTS OF INTEREST OR PRINCIPAL


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       Amounts in respect of interest on any Loan Notes which remain unclaimed
       by a Noteholder for a period of five years and amounts due in respect of
       principal which remain unclaimed for a period of ten years, in each case
       from the date on which the relevant payment first becomes due, shall
       revert to the Company and the Noteholder shall cease to be entitled
       thereto notwithstanding that in the intervening period the obligation to
       pay the same may have been provided for in the books, accounts and other
       records of the Company provided that the Company shall give 30 days'
       notice to the relevant Noteholder prior to giving effect to this
       Condition 4.3.

4.     AMENDMENTS

       The provisions of the Instrument constituting the Loan Notes and the
       rights of the Noteholders are subject to modification, abrogation or
       compromise in any respect with the consent in writing of the Company and
       the Noteholders.

5.     SINGLE SERIES OF LOAN NOTES

       All Loan Notes shall form part of a single series and shall rank pari
       passu equally and rateably without discrimination or preference as an
       unsecured debt obligation of the Company.

6.     OVERSEAS PERSONS

       The Loan Notes have not been and will not be registered under the United
       States Securities Act of 1933, or under the securities laws of any State
       of the United States, no steps have been taken to enable the Loan Notes
       to be offered in compliance with applicable securities laws of Canada or
       Japan or any other country or jurisdiction outside the United Kingdom and
       no prospectus in relation to the Loan Notes has been, or will be, lodged
       with, or registered by, the Australian Securities Commission.

7.     NOTICE TO NOTEHOLDERS OUTSIDE THE U.K.

7.1    Any Noteholder shown in the records of the Company as having an address
       not within the United Kingdom, who may from time to time give to the
       Company an address within the United Kingdom at which any notice may be
       served upon him, shall be entitled to have notice served on him at such
       address. Save as aforesaid, no Noteholder other than a Noteholder shown
       in the records of the Company as having an address within the United
       Kingdom or a Permitted Jurisdiction shall be entitled to receive any
       notice, and payments of principal in respect of the Loan Notes will not
       be made to addresses in the US, Canada or Australia. For the purposes of
       this Condition 7.1 "Permitted Jurisdiction" means a jurisdiction in which
       the Company will be able to serve any such notice without being in breach
       of any applicable law or regulation.

       ADDRESS FOR NOTICE

7.2    Any notice or other document (including a Loan Note certificate) may be
       given or sent to any Noteholder by sending the same by post in a pre-paid
       envelope addressed to such Noteholder at his address shown in the
       Company's records or such other address in the United Kingdom as may be
       supplied by him to the Company for the


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<PAGE>

       giving of notice to him. In the case of joint holders of any Loan Notes,
       a notice given to the Noteholder whose name stands first in the Company's
       records in respect of such Loan Notes shall be sufficient notice to all
       joint holders. Notice may be given to the persons entitled to any Loan
       Notes in consequence of the death or bankruptcy of any Noteholders by
       sending the same by post in a pre-paid envelope addressed to them by name
       or by the title of the representative or trustee of such Noteholder at
       the address (if any) in the United Kingdom supplied for the purpose by
       such persons or (until such address is supplied) by giving notice in the
       manner in which it would have been given if the death or bankruptcy had
       not occurred.

       NOTICES TO THE COMPANY

7.3    Any notice required to be given to the Company under the Instrument shall
       be in writing and may be given either personally or by sending it by post
       to the address shown in the Instrument (or such other address as the
       Company may from time to time notify to Noteholders).

       TIMING OF SERVICE

7.4    Any notice given or document sent by post shall be deemed to be served or
       received at the expiration of 24 hours (or, where second class mail or
       airmail is employed, 48 hours and 5 days respectively) after the time
       when it is posted and, in proving such service or receipt, it shall be
       sufficient to prove that the envelope containing the notice or document
       was properly addressed, stamped and posted. Any notice given or document
       sent shall only be processed by the Company on a business day during
       normal business hours.

8.     COMPANY'S UNDERTAKINGS

8.1    The Company hereby further covenants that while any part of the Loan
       Notes remain outstanding it shall:

       8.1.1    procure that the Company or such company to whom the rights and
                obligations under this Instrument are assigned in accordance
                with CLAUSE 11 and both Staffing Enterprise Limited and Staffing
                Enterprise (PSV) Limited remain as part of the same group of
                trading companies;

       8.1.2    not cease or threaten to cease to carry on its business or a
                significant part of it or suspend or threaten to suspend payment
                of its debts or become unable to pay its debts within the
                meaning of section 123(1) of the Insolvency Act 1986.

9.     DEDUCTIONS AND WITHHOLDINGS

       If any deduction or withholding is required by law in respect of any
       payment due to the Noteholder, the Company shall:

9.1    ensure that the deduction or withholding is made and that it does not
       exceed the minimum legal requirement therefor;

9.2    pay the full amount deducted or withheld to the relevant taxation or
       other authority in accordance with the applicable law or regulation; and


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9.3    promptly deliver to the Noteholder appropriate receipts or certificates
       evidencing the deduction or withholding which has been made.

10.    DEFINITIONS

       Words and expressions defined in the Instrument shall have the same
       respective meanings whenever used in these Conditions or any other
       Schedule to the Instrument. These Conditions have the same effect as if
       set out in full in the Instrument.




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                                   SCHEDULE 3

                 PROVISIONS AS TO TRANSMISSION AND OTHER MATTERS

1.     Except as required by law or as ordered by a court of competent
       jurisdiction, the Company will recognise the holder of any Loan Notes as
       the absolute owner thereof and shall not be bound to take notice of or
       see to the execution of any trust, whether express, implied or
       constructive, to which any Loan Notes may be subject. The receipt of the
       holder for the time being of any Loan Notes or, in the case of joint
       holders, the receipt of any of them, for the interest from time to time
       accruing due in respect thereof or for any other moneys payable in
       respect thereof shall be a good discharge to the Company, notwithstanding
       any notice it may have, whether express or otherwise, of the right,
       title, interest or claim of any other person to or in such Loan Notes,
       interest or moneys. The Company shall not be bound to note any trust,
       whether express, implied or constructive, in respect of any Loan Notes or
       recognise any such trust.

2.     Every Noteholder will be recognised by the Company as entitled to the
       payment of any principal and interest in relation to his Loan Notes.

3.     DEATH OF A HOLDER OF LOAN NOTES

       The executors or administrators of a deceased holder of Loan Notes (not
       being one of several joint holders) and, in the case of the death of one
       or more of several joint holders the survivor or survivors of such joint
       holders, shall be the only person or persons recognised by the Company as
       having any title to such Loan Notes.

4.     TRANSMISSION OF LOAN NOTES

       Any person becoming entitled to Loan Notes in consequence of the death or
       bankruptcy of a Noteholder or of any other event giving rise to the
       transmission of such Loan Notes by operation of law may, upon producing
       such evidence of his title as the Company shall think sufficient, be
       recognised by the Company as the holder of such Loan Notes.

5.     TRANSFER RESTRICTIONS

       Each Loan Note is transferable by the Noteholder in amounts or integral
       multiples of (pound)50,000 or in the amount of his entire holding save
       that no transfer may be made to more than four joint holders. No
       assignment, transfer, sale or other disposal of any holding of Loan
       Notes:-

5.1    will be registered during the 21 days preceding a date on which a payment
       in respect of interest and principal is required to be made by the
       Company and otherwise than in accordance with CONDITIONS 6 and 7 of this
       Schedule 3; and

5.2    may be made within the period of three months commencing with the date of
       registration of the last transfer thereof.

6.     Every instrument of transfer must be signed by the transferor (and in
       respect of joint holders transferring, each joint holder must sign) and
       the transferor shall be deemed to remain the absolute owner of the Loan
       Notes to be transferred until the name of


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<PAGE>

       the transferee is entered in the Company's records in respect thereof. No
       transfer will be recorded of any Loan Notes in respect of which notice of
       redemption has been received by the Company pursuant to Condition 3 of
       Schedule 2.

7.     REGISTRATION REQUIREMENTS

       Every instrument of transfer must be left for registration with the
       Company at the address shown in the Instrument (or such other address as
       the Company may from time to time notify to Noteholders) accompanied by
       the certificate(s) for the Loan Notes unless previously delivered and
       retained by the Company (or an indemnity in accordance with CONDITION 11
       of this Schedule 3 if the certificate(s) is/are lost, defaced or has/have
       been destroyed) to be transferred or such other evidence as the Directors
       may reasonably require to prove the title of the transferor or his right
       to transfer the Loan Notes and, if the instrument of transfer is executed
       by some other person on his behalf, the authority of that person to do
       so. The transfer will then be registered and a note of such registration
       will be entered in the records of the Company and a new certificate for
       such Loan Notes issued accordingly, provided that the Directors shall not
       be required to authorise any registration if the transfer to be
       registered or the registration would result in a breach of any applicable
       law or regulation.

8.     All instruments of transfer which shall be registered shall be retained
       by the Company.

9.     NO FEES IN CONNECTION WITH REGISTRATIONS

       No fee shall be charged by the Company for the registration of any
       transfer or for the registration of any probate, letters of
       administration, grant of confirmation, certificate of marriage or death,
       power of attorney or other document relating to or affecting the title to
       any Loan Notes. Notwithstanding the foregoing, pursuant to CLAUSE 7.12
       the Noteholders and the Company may agree on a separate administration
       charge where there are ten or more Loan Notes in issue.

10.    SUSPENSION OF TRANSFERS

       The registration of transfers may be suspended at such times and for such
       periods as the Company may reasonably determine in order to give effect
       to Condition 5 of this Schedule 3.

11.    LOSS OR DAMAGE TO CERTIFICATES

       If any Loan Note certificate is defaced, lost or destroyed, it shall be
       replaced on such terms (if any) as to evidence and indemnity as the
       Directors may reasonably require but so that, in the case of defacement,
       the defaced Loan Note certificate shall be surrendered before the new
       Loan Note certificate is issued.

12.    REGISTER OF NOTEHOLDERS

12.1   A register of Noteholders will be kept by the Company at its registered
       office (or at such other place within the United Kingdom as the Company
       may from time to time have appointed for the purpose and have notified to
       the Noteholders) and there shall


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<PAGE>

       be entered in the Register:

       12.1.1   the names and addresses of the Noteholders;

       12.1.2   the amount of Loan Notes held by each Noteholder;

       12.1.3   the date on which the name of each Noteholder is entered in the
                Register in respect of the Loan Notes standing in his name; and

       12.1.4   the serial number of each Loan Note.

12.2   Any change of name or address on the part of any Noteholder which is
       notified to the Company at its address set out in the Instrument shall,
       subject to Condition 8.2 of Schedule 2, be entered in the Register.

12.3   Any Noteholder may, at all reasonable times during office hours, inspect
       the Register.




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                                   SCHEDULE 4

                                NOTICE OF DEMAND

To:      Transworld Healthcare (UK) Limited


I/We, being the holder(s) of the Loan Notes represented by certificate number o,
considering that the sum of (pound)o principal and/or interest was due on o and
remains outstanding, hereby demand that you pay to us the said o the sum of o.

Name and address for payment

 ......................................

 ......................................

 ......................................




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EXECUTED as a deed by            )
TRANSWORLD HEALTHCARE            )         .....................................
(UK) LIMITED acting              )         Director
by
and
                                           .....................................
                                           Director/Secretary


EXECUTED as a deed by            )
                                 )         .....................................
as attorney for                  )         (as attorney for Barclays Bank plc)
BARCLAYS BANK PLC                )
In the presence of:              )


Witness Signature.......................

Name....................................

Address.................................

 ........................................






                                       99
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                                   SCHEDULE 8

                    PART B - THE SECOND LOAN NOTE INSTRUMENT


                               DATED         2002
                               ------------------





                   ADDITIONAL LOAN NOTE INSTRUMENT 2002- 2007

                                       BY

                       TRANSWORLD HEALTHCARE (UK) LIMITED

                                   RELATING TO

                 THE TRANSWORLD HEALTHCARE GUARANTEED UNSECURED
                             ADDITIONAL LOAN NOTES







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

                   Reference: NOT_L001\270388v2 (PCT.VandalF)



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<PAGE>


ADDITIONAL LOAN NOTE INSTRUMENT entered into by way of a deed on
2002

by

TRANSWORLD HEALTHCARE (UK) LIMITED a company incorporated in England with
registered number 03370146 having its registered office at Stone Business Park,
Brooms Road, Stone, Staffordshire (the "COMPANY")

incorporating a guarantee by [                              ] (the "GUARANTOR")

WHEREAS

(A)    The Company, pursuant to a resolution of its board of directors passed on
       [ ] 2001, has created unsecured Additional Loan Notes of up to [(pound) ]
       in nominal amount to be issued in connection with the acquisition (the
       "ACQUISITION") of the entire issued share capital of Staffing Enterprise
       Limited (company number 2149723) and Staffing Enterprise (PSV) Limited
       (company number 2936791) from the vendors thereof and has determined to
       constitute the Additional Loan Notes as hereinafter provided.

(B)    The Guarantor has agreed to guarantee the obligations of the Company to
       make due and punctual payment of all sums of principal due under the
       Additional Loan Notes.

NOW IT IS HEREBY AGREED AND DECLARED AS FOLLOWS:

1.     INTERPRETATION

1.1    In this Instrument the following words and expressions shall, save where
       the context otherwise requires, have the following meanings:

       "ADDITIONAL LOAN NOTES"       means the unsecured loan notes of the
                                     Company to be issued under this Instrument
                                     or (as the context may require) the
                                     principal amount thereof for the time being
                                     issued and outstanding;

       "BANKS"                       any bank which is providing funding to any
                                     member of the Transworld Group or the
                                     holding company (as defined in the
                                     Companies Act 1985) of the Company

       "BUSINESS                     DAY" means a day, other than a Saturday,
                                     Sunday or public holiday, on which banks
                                     generally are open for business in London
                                     and Edinburgh;

       "CONDITIONS"                  means the conditions to be endorsed on the
                                     Additional Loan Notes in the form or
                                     substantially in the form set out in
                                     Schedule 2 as such conditions may from time
                                     to time be modified in accordance with the
                                     provisions


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<PAGE>

                                     herein contained;

       "DIRECTORS"                   means the board of directors of the Company
                                     for the time being or a duly authorised
                                     committee of that board;

       "$" OR "DOLLARS"              means the lawful currency of the United
                                     States of America;

       "INSTRUMENT"                  means this instrument and the Schedules as
                                     from time to time modified in accordance
                                     with the provisions herein contained;

       "INTEREST PAYMENT DATE"       means 15 April or 15 October in each year,
                                     as the case may be;

       "INTEREST PERIOD"             means, in the case of the first such
                                     period, the period commencing with the date
                                     of issue of the Additional Loan Note and
                                     ending on the next Interest Payment Date
                                     and, in the case of the second and
                                     subsequent such periods, the period
                                     commencing on the date immediately
                                     following the last Interest Payment Date
                                     and ending on the next Interest Payment
                                     Date;

       "INTEREST RATE"               the annual rate of one per cent below LIBOR

       "LIBOR"                       in relation to an Interest Period;

                                     the applicable Screen Rate as at 11.00am on
                                              the first day of the Interest
                                              Period; or

                                     (if no Screen Rate is available for
                                              Sterling or the Interest Period)
                                              "LIBOR" for any amount will be
                                              based on the rate at which
                                              Sterling deposits of that amount
                                              are offered by Barclays Bank plc
                                              for that period to prime banks in
                                              the London Interbank Market as at
                                              11.00am on the first day of the
                                              Interest Period

       "NOTEHOLDERS"                  means the persons from time to time
                                      recorded in the books of the Company as
                                      being entitled to the benefit of the
                                      Additional Loan Notes;

       "SCHEDULES"                    means the schedules to this Instrument;

       "SCREEN RATE"                  in relation to LIBOR, the British Bankers
                                      Association Interest Rate for Sterling for
                                      the relevant period displayed on page 3750
                                      of


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                                      Telerate provided that if the agreed page
                                      is replaced or the service ceases to be
                                      available, the Noteholders by Ordinary
                                      Resolution may designate another page or
                                      service displaying a rate determined upon
                                      the same or a similar basis in which case
                                      the Screen Rate shall be determined by
                                      reference to the rate so displayed;

       "(POUND)" OR "STERLING"        the lawful currency of the United Kingdom;

       "TRANSWORLD GROUP"             means the Company and any of its
                                      subsidiaries from time to time;

       "UNITED STATES" AND "US"       means the United States of America
                                      (including the states of the United States
                                      of America and District of Columbia), its
                                      territories, its possessions and all other
                                      areas subject to its jurisdiction; and

       "VENDORS"                      means David Christopher Pain and Deborah
                                      Kay Pain.

1.2    References to any gender shall include the other genders; references to
       the singular person only shall include the plural person and vice versa;
       and references to persons shall include corporations.

1.3    References to this Instrument shall include the Schedules; references to
       clauses are to clauses of this Instrument and sub-divisions thereof; and
       references to paragraphs in any Schedules are to the paragraphs of that
       Schedule and sub-divisions thereof.

1.4    The headings in this Instrument are for convenience of reference only and
       do not form part of this Instrument and shall not affect its validity or
       construction.

2.     FORM OF THE ADDITIONAL LOAN NOTES

2.1    The Additional Loan Notes shall be known as The Transworld Healthcare
       Guaranteed Unsecured Additional Loan Notes 2002 - 2007 and shall be
       issued in amounts and multiples of (pound)1 by the Company at par
       credited as fully paid to the Vendors but to no other person. The
       Additional Loan Notes shall be issued on the terms and conditions
       contained in the Schedules. The Additional Loan Notes, as and when
       issued, shall rank pari passu equally and rateably without discrimination
       or preference as an unsecured debt obligation of the Company.

2.2    None of the Additional Loan Notes shall be offered to the public for
       subscription or purchase and none of them shall be dealt in on any stock
       exchange in the United Kingdom or elsewhere and no application shall be
       made to any stock exchange for permission to deal in, or for any official
       listing or other quotation in respect of, the Additional Loan Notes.


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<PAGE>

3.     PRINCIPAL AMOUNT OF THE ADDITIONAL LOAN NOTES

       The aggregate principal amount of the Additional Loan Notes is limited
       to(pound)[     ].

4.     REDEMPTION OR REPAYMENTS

       The Additional Loan Notes shall be redeemed or repaid in accordance with
       the Conditions.

5.     PAYMENT OF INTEREST

       The Company hereby covenants to each of the Noteholders that until the
       Additional Loan Notes are repaid to the Noteholders the Company shall in
       respect of each Interest Period pay interest on the Loan Notes held by
       them respectively at the Interest Rate on the first day of the Interest
       Period calculated on a day to day basis on the amount of the Additional
       Loan Notes such interest to be payable on the Interest Payment Date
       applicable thereto.

6.     ISSUE AND FORM OF ADDITIONAL LOAN NOTE CERTIFICATES

6.1    Each Noteholder shall be entitled, without charge, to one certificate for
       the Additional Loan Notes. However, joint holders of Additional Loan
       Notes will be entitled to only one Additional Loan Note certificate (and
       the Company shall not be bound to recognise more than four persons as the
       joint holders of any Additional Loan Note certificate) and the one
       Additional Loan Note certificate shall be sent to the joint holder whose
       name appears first in the Company's records.

6.2    Each Additional Loan Note certificate shall be issued under the signature
       of two duly authorised officers of the Company and shall be substantially
       in the form set out in Schedule 1 and shall have the Conditions endorsed
       thereon. The Company shall comply with the provisions of the Additional
       Loan Notes and the Conditions and the Additional Loan Notes shall be held
       by Noteholders subject to all such provisions which shall be binding on
       the Company and the Noteholders and all persons claiming through or under
       them respectively.

7.     GUARANTEE

7.1    The Guarantor irrevocably and unconditionally guarantees and covenants to
       the Noteholders and each of them the due and punctual payment (without
       set-off or counterclaim or deduction except as required by law) of the
       principal of the Additional Loan Notes all on the terms of this
       Instrument subject to and in accordance with this CLAUSE 7 (the
       "GUARANTEE"). As between the Company and the Guarantor the latter is a
       surety only.

7.2        If the Company defaults in the payment on the due date of any amount
           of principal to any Noteholder, the Guarantor shall within 14 days
           after the receipt by the Guarantor of the documents specified in
           CLAUSE 7.3 below forthwith pay (without set-off or counterclaim or
           deduction except as required by law) to the Noteholder (by way of
           telegraphic transfer) the amount in respect of which such default has
           been made. Any payment so made shall pro tanto make good the
           Company's default.


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<PAGE>

7.3    A Noteholder claiming payment under CLAUSE 7.2 above must deliver to the
       Guarantor at its office at [ ] or such other address and details as may
       from time to time be notified to the Company and each Noteholder:-

       7.3.1    a demand in writing signed by or on behalf of the Noteholder or
                in the cases of joint registered holders by or on behalf of all
                such joint registered holders showing the full name(s) and
                registered address(es) of the Noteholder(s) concerned, provided
                however that if the Noteholder shall fail to make demand in
                accordance with CLAUSE 7.9 below the Guarantor shall be released
                from its obligations hereunder in respect of that Noteholder;
                and

       7.3.2    a certified copy of the original certificate(s) for the Notes in
                respect of which the claim is made or such indemnity in lieu as
                the Guarantor may reasonably require.

       The Guarantor shall not be under any duty to establish whether a claim by
       a Noteholder has been validly made but shall be entitled to assume that
       any such claim has been so validly made and accordingly the Guarantor
       need only make one payment in relation to each claim.

7.4    Subject to CLAUSES 7.9 and 7.10, the Guarantee is to be a continuing
       guarantee and, save in the case of interest payable under the Additional
       Loan Notes, shall remain in force until all sums in relation to each
       Additional Loan Note expressed to be payable by the Company under this
       Instrument have been paid. The obligations of the Guarantor under the
       Guarantee shall not be avoided or reduced or affected by the liquidation,
       insolvency, receivership or administration or dissolution of the Company
       or by virtue of any provisions or enactments relating to winding-up,
       insolvency, liquidation or receivership or administration for the time
       being in force or by any intermediate payment or satisfaction of any
       obligations guaranteed hereunder.

7.5    Subject to CLAUSE 7.7 the liability of the Guarantor to each Noteholder
       shall not be affected by and the Guarantee shall not be discharged by
       reason of:-

       7.5.1    any variation of the terms of any of the obligations of the
                Company to the Noteholder;

       7.5.2    any incapacity or change in the constitution of the Company or
                the Guarantor;

       7.5.3    any time or other indulgence given or agreed to be given by the
                Noteholder to, or any composition or other arrangement made with
                or accepted from, either the Company in respect of any of the
                obligations hereunder or any person in respect of any of the
                obligations hereunder or any person in respect of obligations
                under any related security; and

       7.5.4    any other act, event or omission which, but for this provision,
                would or might operate to offer any legal or equitable defence
                for or impair or discharge the Guarantor's obligations under
                this Guarantee including (without limitation) any irregularity,
                unenforceability, invalidity or


                                      105
<PAGE>

                frustration of any of the obligations of the Company under this
                Instrument to the Noteholders.

7.6    The Guarantee shall be in addition to, and shall not be affected by, any
       other security or rights now or hereafter held or exercisable by any
       Noteholder on account of, or in respect of, any of the monies the payment
       of which is hereby guaranteed by the Guarantor.

7.7    No variation or modification to any provisions of this Instrument or the
       Additional Loan Notes shall be made without the prior consent in writing
       of the Guarantor and pursuant to Condition 5. Any variation of the terms
       of the Guarantee in relation to any Additional Loan Notes shall only be
       considered valid and constituting part of the Guarantee if such variation
       is made in writing and signed on behalf of the Company, by the relevant
       Noteholder or (if such holder is a company on its behalf by any director
       or the company secretary of such company) and by or on behalf of the
       Guarantor.

7.8    The Guarantor shall not be discharged from its obligations under the
       Guarantee (other than pursuant to CLAUSE 7.9 and 7.10) except by complete
       performance of the obligations on its part contained in this Instrument
       provided that for the avoidance of doubt, the Guarantee shall cease
       immediately in respect of any Additional Loan Notes purchased or
       cancelled by the Company or in respect of any part thereof so purchased
       or cancelled. The Guarantee is a primary obligation of the Guarantor and
       may be assigned only with the prior written consent of the Company and
       the Noteholders. As a separate and independent stipulation, the Guarantor
       agrees that any principal payable under the Additional Loan Notes which
       may not be recoverable from the Company by reason of any legal
       limitation, disability or incapacity of the Company or any other
       analogous fact or circumstances shall nevertheless be recoverable from
       the Guarantor, and paid within 14 Business Days from receipt by the
       Guarantor of a demand to do so served in terms of this CLAUSE 7.

7.9

       7.9.1    No demand shall be made by a Noteholder under the Guarantee
                unless the Noteholder shall have first made demand against the
                Company in respect of the amount due and payable and claimed
                hereunder and the Company has within 5 Business Days failed to
                make such payment to the Noteholder. The Guarantor shall have no
                right to require a Noteholder first to take any other steps or
                proceedings against the Company before the Guarantee is enforced
                and failure to take any such other steps or proceedings shall
                not affect, impair or be a defence to the Guarantee.

       7.9.2    Any demand in respect of any unpaid obligations (an "UNPAID
                OBLIGATION") must be lodged with the Guarantor by a Noteholder
                no later than three months after the date the Unpaid Obligation
                became due and payable by the Company. Failure to lodge a demand
                within such period shall result in the Guarantor ceasing to have
                any liability to pay any interest accruing on such Unpaid
                Obligation after such three month period.


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<PAGE>

       7.9.3    Notwithstanding any other provision of this deed, the maximum
                liability of the Guarantor shall be the aggregate principal
                amount of Notes issued from time to time (up to a maximum
                principal amount of (pound)[ ]), subject to this CLAUSE 7.9.

7.10   No demand may be made under the Guarantee in respect of any Additional
       Loan Notes after five years from the date of issue of the Additional Loan
       Notes (or, if such date is not a Business Day, the next following
       Business Day) and the obligations of the Guarantor under the Guarantee
       shall expire and cease to be of any force or effect except for valid
       demands received by the Guarantor in terms of this CLAUSE 7 on or before
       such date (or, if such date is not a Business Day, the next following
       Business Day).

7.11   No failure or delay on the part of any Noteholder in exercising any
       right, power or privilege under the Guarantee shall constitute a waiver
       thereof.

7.12   If at any time there are ten or more Additional Loan Notes in issue as a
       result of the exercise by one or more Noteholders of their rights of
       transfer the Company and the Noteholders will negotiate in good faith to
       agree on a charge (exclusive of value added tax which shall be paid in
       addition) in respect of the increased administrative services that the
       Company will be required to provide.

7.13   The Company shall notify the Guarantor immediately prior to any issue of
       Additional Loan Notes by delivering to the Guarantor a Guarantee Issue
       Request in the agreed form duly completed and executed. As between the
       Guarantor and the Noteholders, failure so to notify the Guarantor shall
       not affect, impair or be a defence to the Guarantee.

8.     UNDERTAKING TO PERFORM OBLIGATIONS

       The Company hereby undertakes to each of the Noteholders duly to comply
       with the obligations on its part herein contained and imposed on it.

9.     EFFECT OF CONDITIONS AND SCHEDULES

       The Conditions and the provisions contained in the Schedules shall have
       effect as if such Conditions and provisions were set out herein.

10.    ENDORSEMENTS OF SUPPLEMENTAL INSTRUMENTS

       A memorandum of execution of any instrument supplemental to this
       Instrument shall be endorsed by the Company on this Instrument.

11.    ASSIGNMENT BY THE COMPANY

11.1   Subject to giving the Noteholders not less than 30 days prior written
       notice of its intention to assign its rights and obligations under this
       Instrument the Company may not assign any of its rights and obligations
       under this Instrument to any other person without the prior written
       consent of the Noteholders (such consent not to be unreasonably withheld
       or delayed) except without limit to any member of the Transworld Group or
       the Banks, such assignment to take effect on the date on which notice of
       such assignment would be deemed to have been served as set out in


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<PAGE>

       Condition 8.4, subject also to the Company procuring that such assignee
       can and will continue to be able to perform its obligations under this
       Instrument and ensuring that the guarantee contained in this Instrument
       shall continue in full force and effect with the consent of the
       Guarantor; and provided further that if such assignee is but then ceases
       to be a member of the Transworld Group that the rights and obligations
       under this Instrument shall be re-assigned to a member of the Transworld
       Group prior to such cessation provided all the foregoing conditions are
       satisfied by the Company and such member.

11.2   Subject to CLAUSE 11.1 above the assignee of the rights and obligations
       of the Company hereunder shall on written notice from the Noteholders
       issue a new instrument on the same terms as this Instrument mutatis
       mutandis and the Guarantor shall enter into the new instrument on the
       same terms mutatis mutandis as are contained in CLAUSE 7 of this
       Instrument.

12.    GOVERNING LAW

12.1   This Instrument and the Additional Loan Notes shall be governed by and
       construed in accordance with English law.

12.2   Each of the Company, the Guarantor and the Noteholders agree that the
       courts of England and Wales are to have exclusive jurisdiction to settle
       any disputes which may arise in connection with this Instrument and the
       Additional Loan Notes.

IN WITNESS whereof this Instrument has been executed as a deed and has been
delivered on the date first above written.




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                                   SCHEDULE 1

                      FORM OF CERTIFICATE FOR A NOTEHOLDER


                    No.......... Amount(pound)..............


                       Transworld Healthcare (UK) Limited

                 (Incorporated in England with number 03370146)

            THE TRANSWORLD HEALTHCARE GUARANTEED UNSECURED ADDITIONAL
                             LOAN NOTES 2002 - 2007

                         Name(s) of Loan Note Holder(s)

                             .......................


THIS IS TO CERTIFY THAT the above-named is/are the holder(s) of (pound).........
Transworld Healthcare Guaranteed Unsecured Additional Loan Notes 2002 - 2007
(the "ADDITIONAL LOAN NOTES") constituted by an Instrument entered into by the
Company on [ 2001] (together with any instruments supplemental thereto) (the
"INSTRUMENT") and issued with the benefit of, and subject to the provisions
contained in, the Instrument and the Conditions endorsed hereon (the
"CONDITIONS").

Note:

Interest is payable on the Additional Loan Notes half-yearly on 15 April and 15
October in each year in accordance with the terms of the Instrument.

The Additional Loan Notes are redeemable in accordance with Condition 2 endorsed
hereon.

Each Additional Loan Note is transferable in amounts or multiples of
(pound)50,000 or in the whole amount held by a Noteholder. This Additional Loan
Note certificate must be surrendered to the Company before any transfer can be
registered or any redemption can be effected or any new Additional Loan Note
certificate can be issued.

The Additional Loan Notes have not been, and will not be, registered under the
United States Securities Act of 1933 (as amended) nor have steps been taken to
enable the Additional Loan Notes to be offered in compliance with applicable
securities laws of Canada or Japan and no prospectus in relation to the
Additional Loan Notes has been, or will be, lodged with, or registered by, the
Australian Securities Commission.

Subject to the provisions of the Instrument, the Additional Loan Notes are
unconditionally guaranteed as to principal by [          ].

Copies of the Instrument constituting the Additional Loan Notes are available
for inspection at the principal place of business of the Company.


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<PAGE>

The Additional Loan Notes shall be governed by and construed in accordance with
the laws of England.

IN WITNESS WHEREOF this Additional Loan Note Certificate is executed and
delivered as a deed as follows:

EXECUTED as a deed by              )
TRANSWORLD HEALTHCARE              )          ..................................
(UK) LIMITED acting                )          Director
by
and
                                              ..................................
                                              Director/Secretary


EXECUTED as a deed by              )
                                   )          ..................................
as attorney for                    )          (as attorney for [              ])
[                   ]              )
In the presence of:                )


Witness Signature.......................

Name....................................

Address.................................

 ........................................




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<PAGE>


                              NOTICE OF REDEMPTION

                            (pursuant to Condition 2)

To:        Transworld Healthcare (UK) Limited

I/We, being the holder(s) of the Additional Loan Notes represented by this
certificate, hereby give notice that I/we require the Company to redeem
all/(pound)..... [or specify amount in other Loan Note currency] only of the
said Additional Loan Notes on .............(3)

I/We hereby authorise payment of the redemption moneys in accordance with the
relevant provisions of the Additional Loan Notes to:

Name and account details for payment(4)

Name of bank     ......................................

Branch           ......................................

Sort code        ......................................

Account name     ......................................

Account number   ......................................




I/We acknowledge that the payment of the moneys in the manner hereby authorised
shall be valid satisfaction of the moneys to which I/we become entitled as
aforesaid.

Signature(s) of Noteholder(s)                .............................. (1)

                                             .............................. (2)

                                             .............................. (3)

                                             .............................. (4)

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

  3      Please complete the date of redemption which must be either 15
         April or 15 October. LOAN NOTES ARE REDEEMABLE IN WHOLE (WHATEVER
         THE AMOUNT) OR IN PART BEING (POUND)50,000 NOMINAL AMOUNT OR ANY
         INTEGRAL MULTIPLE THEREOF.

  4      If no name or United Kingdom bank account details are inserted,
         payment will be made by cheque or warrant and sent by post to the
         address of the Noteholder held by the Company.


                                      111
<PAGE>

Notes

1.     In the case of joint holders ALL must sign. A corporation must execute
       the notice either under its common seal or as may otherwise be permitted
       by section 36A of the Companies Act 1985 or by the signature of a duly
       authorised officer.

2.     IMPORTANT: This certificate with the above notice of redemption duly
       completed and signed must (unless previously surrendered to and retained
       by the Company) be received by the Company at its registered office (or
       such other place within the United Kingdom as the Company may from time
       to time have appointed for the purpose and notified to the Noteholders)
       NOT LESS THAN 60 DAYS PRIOR TO THE DATE FOR REPAYMENT SPECIFIED IN THE
       NOTICE.

3.     In the case of redemption of part only of the Additional Loan Notes, you
       will be sent a certificate for the balance.





                                      112
<PAGE>


                                   SCHEDULE 2

                                 THE CONDITIONS

1.     FORM OF THE ADDITIONAL LOAN NOTES

       The Additional Loan Notes are issued in amounts and integral multiples of
       (pound)1 and constitute unsecured obligations of the Company.

2.     REPAYMENT

2.1    The Additional Loan Notes will be repaid in accordance with this
       Condition.

       2.1.1    The Noteholder may, subject to Condition 2.1.3, upon giving not
                less than 60 days written notice sent to the Company (in the
                form set out in this certificate), require the Company on the
                next Interest Payment Date to repay all (whatever the amount) or
                some (being(pound)50,000 in nominal amount or any integral
                multiple thereof) of the Additional Loan Notes held by such
                Noteholder at their principal amount together with accrued
                interest (subject to any requirement to deduct tax therefrom)
                calculated on a daily basis up to (but excluding) the relevant
                date of repayment. Any such notice shall state the aggregate
                principal amount of Additional Loan Notes to be redeemed and
                shall be irrevocable unless the Company agrees otherwise in
                writing. On the relevant Interest Payment Date specified in such
                notice (and subject to the Noteholder complying with the
                provisions of Condition 3.1) the Company shall be bound to repay
                the Additional Loan Notes in respect of which such notice has
                been given at their principal amount together with accrued
                interest up to (but excluding) the date of repayment (subject to
                any requirement to deduct tax therefrom).

       2.1.2    A Noteholder may at his option, where he has entitlement to
                require the Company to repay or the Company is obliged to repay
                all or any part of his holding of Additional Loan Notes, specify
                by way of notice of repayment that such repayment is to be made
                to him in Dollars instead of Sterling (in which case the notice
                shall in all other respects be given in accordance with
                Condition 2.1.1) and in each case where such specification is
                made:

                2.1.2.1  the Company shall be obliged to settle the repayment to
                         the Noteholder in Dollars;

                2.1.2.2  the election of the Noteholder shall be irrevocable;

                2.1.2.3  the rate of exchange between the Dollar and Sterling
                         for the purposes of calculating the amount of repayment
                         shall be the rate obtained by the Company (being the
                         rate offered to the Company by its bank as the rate at
                         which Dollars may be bought in return for Sterling on
                         behalf of the Company) at or about 11.00 am London time
                         on the tenth Business Day prior to the date of
                         repayment ("THE RATE OF EXCHANGE");


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<PAGE>

                2.1.2.4  the repayment value shall be the Dollar equivalent of
                         one pound Sterling per (pound)1 nominal of Notes
                         converted at the Rate of Exchange less any fees or
                         charges associated with the conversion ("THE REPAYMENT
                         VALUE"), provided that:

                (a)      in no circumstances whatsoever shall the Repayment
                         Value converted as set out in Condition 2.1.2.4 be more
                         than (and if it is then the Repayment Value shall
                         equal) the lesser of:

       the Sterling nominal value of the Notes repaid plus one quarter of Y per
               cent of the Sterling nominal value of the Notes repaid (where Y
               is the number of complete years between the date of issue of the
               Notes and the date of such repayment); and

       100.5 per cent of the Sterling nominal value of the Notes repaid; and

                (b)      for the purposes of this proviso the Repayment Value
                         shall be converted at the rate obtained by the Company
                         (being the rate offered to the Company by its bank as
                         the rate at which Dollars may be sold in return for
                         Sterling on behalf of the Company) at or about 11.00 am
                         London time on the date of repayment;

                2.1.2.5  the Company shall promptly upon the amount becoming
                         available certify the Rate of Exchange to any
                         Noteholder who has elected pursuant hereto to receive
                         repayment in Dollars;

                2.1.2.6  the form of notice of repayment shall contain the
                         following paragraph:

                         "I/we elect to receive repayment of principal in
                         Dollars instead of Sterling in accordance with
                         Condition 3.1.2 of the Conditions of the Additional
                         Loan Notes."

       2.1.3    No Additional Loan Note may be redeemed by the Noteholder
                earlier than the Interest Payment Date falling not less than six
                months after the date on which it is issued to the Noteholder.

       2.1.4    Without prejudice to the provisions of Condition 2.1.1 the
                Company shall not redeem the Loan Notes on or before 6 months
                after the date of issue of the Additional Loan Notes; thereafter
                the Company shall be entitled at any time to redeem some or all
                of the Additional Loan Notes upon giving 60 days written notice
                to the Noteholder(s) expiring on an Interest Payment Date.

       2.1.5    The Company shall in any event redeem at its principal amount
                any Additional Loan Note that remains outstanding on the fifth
                anniversary of the date when it was issued, together with
                accrued interest up to (but excluding) the date of repayment
                (subject to any requirement to deduct tax therefrom). Unless a
                notice of redemption is given to the Company by not later than
                10 Business Days prior to the relevant date of redemption,
                payment of any amount due to a Noteholder when an Additional
                Loan Note


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<PAGE>

                is redeemed will be made by bankers draft drawn on the Company's
                Bank and sent by post to the address of the Noteholder held by
                the Company; but if a notice of redemption is so given to the
                Company, such payment shall be made by telegraphic transfer or
                other secure electronic funds transfer to such account in the
                United Kingdom as the Noteholder may specify in such notice.

2.2    CANCELLATION OF ADDITIONAL LOAN NOTES REPAID, REDEEMED OR PURCHASED

       Any Additional Loan Notes repaid or redeemed pursuant to this Condition 2
       shall forthwith be cancelled.

2.3    REPAYMENT REQUIRED BY NOTEHOLDER

       2.3.1    Each Noteholder shall be entitled to require all or any part of
                the Additional Loan Notes held by him to be repaid immediately
                by the Company at par together with accrued interest if:-

                2.3.1.1  the Company fails to observe or perform any Condition
                         which is material in the context of the Additional Loan
                         Notes and, if capable of remedy, does not remedy that
                         breach within 30 days of the Noteholder having served
                         notice on the Company in respect of such breach; or

                2.3.1.2  an encumbrancer takes possession of, or a trustee,
                         receiver, administrator or similar officer is appointed
                         or an administration order is made in respect of the
                         Company or any of its material subsidiaries or in
                         respect of the whole or a substantial part of the
                         undertaking or property of the Company or any of its
                         material subsidiaries or any directly analogous
                         proceedings in any relevant jurisdiction occur and such
                         person or his appointer has not been paid out or
                         discharged within 30 days; or

                2.3.1.3  an order is made or an effective resolution is passed
                         for the winding-up or dissolution of the Company or any
                         of its material subsidiaries or any directly analogous
                         proceedings in any relevant jurisdiction occur in
                         relation to the Company or any of its subsidiaries
                         (other than for the purposes of a solvent
                         reconstruction or amalgamation or a members' voluntary
                         winding up); or

                2.3.1.4  a proposal is made by the Company or a nominee or
                         supervisor is appointed for the Company or any of its
                         material subsidiaries for a composition in satisfaction
                         of its debt or for a scheme of arrangement of its
                         affairs or other arrangement or any proceedings for the
                         benefit of its creditors are commenced under any law,
                         regulation or procedure relating to the reconstruction
                         or readjustment of debt; or

                2.3.1.5  the Company ceases or threatens to cease to carry on
                         business or a significant part of it or suspends or
                         threatens to suspend


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<PAGE>

                         payment of its debts or is unable or is deemed to be
                         unable to pay its debts within the meaning of section
                         123 (1) of the Insolvency Act 1986; or

                2.3.1.6  any event occurs or proceedings are taken in respect of
                         the Company or any of its material subsidiaries in any
                         jurisdiction to which it is subject which has an effect
                         equivalent or similar to any of the events mentioned in
                         Conditions 2.3.1.4 or 2.3.1.5.

       2.3.2    The Company shall notify Noteholders as soon as reasonably
                practicable and in any event not later than five Business Days
                after the occurrence of any of the events described in
                Conditions 2.3.1.2 to 2.3.1.6 (inclusive).

2.4    For the purposes of this Condition 3, a "material subsidiary" means a
       member of the Transworld Group whose insolvency or liquidation could
       reasonably be expected to have more than an immaterial effect on the
       financial position of the Transworld Group as a whole or, if the Company
       is no longer a member of the Transworld Group, any subsidiary of the
       Company.

3.     DELIVERY OF CERTIFICATE(S) UPON REDEMPTION OR REPAYMENT

3.1    Every Noteholder any of whose Additional Loan Notes is due to be repaid
       or redeemed under these Conditions shall deliver up to the Company, at
       the address set out in the Instrument constituting the Additional Loan
       Notes (or such other address as the Company may from time to time notify
       to Noteholders), the certificate(s) for Additional Loan Notes which are
       due to be repaid or redeemed unless previously delivered to and retained
       by the Company (or an indemnity in accordance with CONDITION 11 of
       Schedule 3 to the Instrument where such certificate(s) is/are lost,
       defaced or has/have been destroyed) which shall, in the case of a
       redemption in full, be cancelled and, in the case of a redemption in part
       only of the Additional Loan Notes represented by such certificate(s),
       shall be cancelled and the Company shall issue to the Noteholder a new
       certificate for the balance of the Additional Loan Notes not redeemed.
       Upon such delivery, the Company shall pay to the Noteholder the amount
       payable to him in respect of such repayment or redemption.

3.2    UNCLAIMED PROCEEDS OF REDEMPTION OR REPAYMENT TO BE DEPOSITED

       If any Noteholder, any part of whose Additional Loan Notes is liable to
       be repaid or redeemed under these Conditions, shall fail or refuse to
       deliver up the certificate(s) therefor (or an indemnity in accordance
       with CONDITION 11 of Schedule 3 to the Instrument where such
       certificate(s) is lost, is/are defaced or has/have been destroyed) at the
       time and place fixed for the repayment or redemption thereof or shall
       fail or refuse to accept payment of the moneys payable in respect
       thereof, the principal moneys payable (and any accrued unpaid interest
       thereon) to such Noteholder shall be set aside by the Company and paid
       into a separate interest bearing bank account and held by the Company for
       such Noteholder (with only such interest as may accrue thereon), and such
       setting aside shall be deemed for all the purposes of these Conditions to
       be a payment to such Noteholder and the Company shall thereby be
       discharged from all obligations in connection with the Additional Loan
       Notes.


                                      116
<PAGE>

3.3    UNCLAIMED AMOUNTS OF INTEREST OR PRINCIPAL

       Amounts in respect of interest on any Additional Loan Notes which remain
       unclaimed by a Noteholder for a period of five years and amounts due in
       respect of principal which remain unclaimed for a period of ten years, in
       each case from the date on which the relevant payment first becomes due,
       shall revert to the Company and the Noteholder shall cease to be entitled
       thereto notwithstanding that in the intervening period the obligation to
       pay the same may have been provided for in the books, accounts and other
       records of the Company provided that the Company shall give 30 days'
       notice to the relevant Noteholder prior to giving effect to this
       Condition 4.3.

4.     AMENDMENTS

       The provisions of the Instrument constituting the Additional Loan Notes
       and the rights of the Noteholders are subject to modification, abrogation
       or compromise in any respect with the consent in writing of the Company
       and the Noteholders.

5.     SINGLE SERIES OF LOAN NOTES

       All Additional Loan Notes shall form part of a single series and shall
       rank pari passu equally and rateably without discrimination or preference
       as an unsecured debt obligation of the Company.

6.     OVERSEAS PERSONS

       The Additional Loan Notes have not been and will not be registered under
       the United States Securities Act of 1933, or under the securities laws of
       any State of the United States, no steps have been taken to enable the
       Additional Loan Notes to be offered in compliance with applicable
       securities laws of Canada or Japan or any other country or jurisdiction
       outside the United Kingdom and no prospectus in relation to the
       Additional Loan Notes has been, or will be, lodged with, or registered
       by, the Australian Securities Commission.

7.     NOTICE TO NOTEHOLDERS OUTSIDE THE U.K.

7.1    Any Noteholder shown in the records of the Company as having an address
       not within the United Kingdom, who may from time to time give to the
       Company an address within the United Kingdom at which any notice may be
       served upon him, shall be entitled to have notice served on him at such
       address. Save as aforesaid, no Noteholder other than a Noteholder shown
       in the records of the Company as having an address within the United
       Kingdom or a Permitted Jurisdiction shall be entitled to receive any
       notice, and payments of principal in respect of the Additional Loan Notes
       will not be made to addresses in the US, Canada or Australia. For the
       purposes of this Condition 7.1 "Permitted Jurisdiction" means a
       jurisdiction in which the Company will be able to serve any such notice
       without being in breach of any applicable law or regulation.

       ADDRESS FOR NOTICE

7.2    Any notice or other document (including an Additional Loan Note
       certificate) may


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<PAGE>

       be given or sent to any Noteholder by sending the same by post in a
       pre-paid envelope addressed to such Noteholder at his address shown in
       the Company's records or such other address in the United Kingdom as may
       be supplied by him to the Company for the giving of notice to him. In the
       case of joint holders of any Additional Loan Notes, a notice given to the
       Noteholder whose name stands first in the Company's records in respect of
       such Additional Loan Notes shall be sufficient notice to all joint
       holders. Notice may be given to the persons entitled to any Additional
       Loan Notes in consequence of the death or bankruptcy of any Noteholders
       by sending the same by post in a pre-paid envelope addressed to them by
       name or by the title of the representative or trustee of such Noteholder
       at the address (if any) in the United Kingdom supplied for the purpose by
       such persons or (until such address is supplied) by giving notice in the
       manner in which it would have been given if the death or bankruptcy had
       not occurred.

       NOTICES TO THE COMPANY

7.3    Any notice required to be given to the Company under the Instrument shall
       be in writing and may be given either personally or by sending it by post
       to the address shown in the Instrument (or such other address as the
       Company may from time to time notify to Noteholders).

       TIMING OF SERVICE

7.4    Any notice given or document sent by post shall be deemed to be served or
       received at the expiration of 24 hours (or, where second class mail or
       airmail is employed, 48 hours and 5 days respectively) after the time
       when it is posted and, in proving such service or receipt, it shall be
       sufficient to prove that the envelope containing the notice or document
       was properly addressed, stamped and posted. Any notice given or document
       sent shall only be processed by the Company on a business day during
       normal business hours.

8.     COMPANY'S UNDERTAKINGS

8.1    The Company hereby further covenants that while any part of the
       Additional Loan Notes remain outstanding it shall:

       8.1.1    procure that the Company or such company to whom the rights and
                obligations under this Instrument are assigned in accordance
                with CLAUSE 11 and both Staffing Enterprise Limited and Staffing
                Enterprise (PSV) Limited remain as part of the same group of
                trading companies;

       8.1.2    not cease or threaten to cease to carry on its business or a
                significant part of it or suspend or threaten to suspend payment
                of its debts or become unable to pay its debts within the
                meaning of section 123(1) of the Insolvency Act 1986.

9.     DEDUCTIONS AND WITHHOLDINGS

       If any deduction or withholding is required by law in respect of any
       payment due to the Noteholder, the Company shall:


                                      118
<PAGE>

9.1    ensure that the deduction or withholding is made and that it does not
       exceed the minimum legal requirement therefor;

9.2    pay the full amount deducted or withheld to the relevant taxation or
       other authority in accordance with the applicable law or regulation; and

9.3    promptly deliver to the Noteholder appropriate receipts or certificates
       evidencing the deduction or withholding which has been made.

10.    DEFINITIONS

       Words and expressions defined in the Instrument shall have the same
       respective meanings whenever used in these Conditions or any other
       Schedule to the Instrument. These Conditions have the same effect as if
       set out in full in the Instrument.




                                      119
<PAGE>


                                   SCHEDULE 3

                 PROVISIONS AS TO TRANSMISSION AND OTHER MATTERS

1.     Except as required by law or as ordered by a court of competent
       jurisdiction, the Company will recognise the holder of any Additional
       Loan Notes as the absolute owner thereof and shall not be bound to take
       notice of or see to the execution of any trust, whether express, implied
       or constructive, to which any Additional Loan Notes may be subject. The
       receipt of the holder for the time being of any Additional Loan Notes or,
       in the case of joint holders, the receipt of any of them, for the
       interest from time to time accruing due in respect thereof or for any
       other moneys payable in respect thereof shall be a good discharge to the
       Company, notwithstanding any notice it may have, whether express or
       otherwise, of the right, title, interest or claim of any other person to
       or in such Additional Loan Notes, interest or moneys. The Company shall
       not be bound to note any trust, whether express, implied or constructive,
       in respect of any Additional Loan Notes or recognise any such trust.

2.     Every Noteholder will be recognised by the Company as entitled to the
       payment of any principal and interest in relation to his Additional Loan
       Notes.

3.     DEATH OF A HOLDER OF LOAN NOTES

       The executors or administrators of a deceased holder of Additional Loan
       Notes (not being one of several joint holders) and, in the case of the
       death of one or more of several joint holders the survivor or survivors
       of such joint holders, shall be the only person or persons recognised by
       the Company as having any title to such Additional Loan Notes.

4.     TRANSMISSION OF LOAN NOTES

       Any person becoming entitled to Additional Loan Notes in consequence of
       the death or bankruptcy of a Noteholder or of any other event giving rise
       to the transmission of such Additional Loan Notes by operation of law
       may, upon producing such evidence of his title as the Company shall think
       sufficient, be recognised by the Company as the holder of such Additional
       Loan Notes.

5.     TRANSFER RESTRICTIONS

       Each Additional Loan Note is transferable by the Noteholder in amounts or
       integral multiples of (pound)50,000 or in the amount of his entire
       holding save that no transfer may be made to more than four joint
       holders. No assignment, transfer, sale or other disposal of any holding
       of Additional Loan Notes:-

5.1    will be registered during the 21 days preceding a date on which a payment
       in respect of interest and principal is required to be made by the
       Company and otherwise than in accordance with CONDITIONS 6 and 7 of this
       Schedule 3; and

5.2    may be made within the period of three months commencing with the date of
       registration of the last transfer thereof.

6.     Every instrument of transfer must be signed by the transferor (and in
       respect of joint holders transferring, each joint holder must sign) and
       the transferor shall be deemed


                                      120
<PAGE>

       to remain the absolute owner of the Additional Loan Notes to be
       transferred until the name of the transferee is entered in the Company's
       records in respect thereof. No transfer will be recorded of any
       Additional Loan Notes in respect of which notice of redemption has been
       received by the Company pursuant to Condition 3 of Schedule 2.

7.     REGISTRATION REQUIREMENTS

       Every instrument of transfer must be left for registration with the
       Company at the address shown in the Instrument (or such other address as
       the Company may from time to time notify to Noteholders) accompanied by
       the certificate(s) for the Additional Loan Notes unless previously
       delivered and retained by the Company (or an indemnity in accordance with
       CONDITION 11 of this Schedule 3 if the certificate(s) is/are lost,
       defaced or has/have been destroyed) to be transferred or such other
       evidence as the Directors may reasonably require to prove the title of
       the transferor or his right to transfer the Additional Loan Notes and, if
       the instrument of transfer is executed by some other person on his
       behalf, the authority of that person to do so. The transfer will then be
       registered and a note of such registration will be entered in the records
       of the Company and a new certificate for such Additional Loan Notes
       issued accordingly, provided that the Directors shall not be required to
       authorise any registration if the transfer to be registered or the
       registration would result in a breach of any applicable law or
       regulation.

8.     All instruments of transfer which shall be registered shall be retained
       by the Company.

9.     NO FEES IN CONNECTION WITH REGISTRATIONS

       No fee shall be charged by the Company for the registration of any
       transfer or for the registration of any probate, letters of
       administration, grant of confirmation, certificate of marriage or death,
       power of attorney or other document relating to or affecting the title to
       any Additional Loan Notes. Notwithstanding the foregoing, pursuant to
       CLAUSE 7.12 the Noteholders and the Company may agree on a separate
       administration charge where there are ten or more Additional Loan Notes
       in issue.

10.    SUSPENSION OF TRANSFERS

       The registration of transfers may be suspended at such times and for such
       periods as the Company may reasonably determine in order to give effect
       to Condition 5 of this Schedule 3.

11.    LOSS OR DAMAGE TO CERTIFICATES

       If any Additional Loan Note certificate is defaced, lost or destroyed, it
       shall be replaced on such terms (if any) as to evidence and indemnity as
       the Directors may reasonably require but so that, in the case of
       defacement, the defaced Additional Loan Note certificate shall be
       surrendered before the new Additional Loan Note certificate is issued.


                                      121
<PAGE>

12.    REGISTER OF NOTEHOLDERS

12.1   A register of Noteholders will be kept by the Company at its registered
       office (or at such other place within the United Kingdom as the Company
       may from time to time have appointed for the purpose and have notified to
       the Noteholders) and there shall be entered in the Register:

       12.1.1   the names and addresses of the Noteholders;

       12.1.2   the amount of Additional Loan Notes held by each Noteholder;

       12.1.3   the date on which the name of each Noteholder is entered in the
                Register in respect of the Additional Loan Notes standing in his
                name; and

       12.1.4   the serial number of each Additional Loan Note.

12.2   Any change of name or address on the part of any Noteholder which is
       notified to the Company at its address set out in the Instrument shall,
       subject to Condition 8.2 of Schedule 2, be entered in the Register.

12.3   Any Noteholder may, at all reasonable times during office hours, inspect
       the Register.




                                      122
<PAGE>


                                   SCHEDULE 4

                                NOTICE OF DEMAND

To:        Transworld Healthcare (UK) Limited


I/We, being the holder(s) of the Additional Loan Notes represented by
certificate number o, considering that the sum of (pound)o principal and/or
interest was due on o and remains outstanding, hereby demand that you pay to us
the said o the sum of o.

Name and address for payment

 .......................................

 .......................................

 .......................................




                                      123
<PAGE>



EXECUTED as a deed by            )
TRANSWORLD HEALTHCARE            )          ....................................
(UK) LIMITED acting              )          Director
by
and
                                            ....................................
                                            Director/Secretary


EXECUTED as a deed by            )
                                 )          ....................................
as attorney for                  )          (as attorney for [                ])
[                         ]      )
In the presence of:              )


Witness Signature.................................

Name................................................

Address.............................................

 .......................................................





                                      124
<PAGE>


                                   SCHEDULE 9

                       PROVISIONS REGARDING RETENTION FUND


The Retention Fund will be paid on Completion by the Purchaser into a joint
interest bearing deposit account with National Westminster Bank Plc in the name
of the Purchaser's Solicitors and the Vendors' Solicitors (the "Retention Fund
Holders") who will hold the Retention Fund as stakeholders upon trust for the
Purchaser and the Vendors on the following terms:

1.

1.1    Subject to PARAGRAPH 8 of SCHEDULE 7 and as provided in PARAGRAPH 2, the
       Retention Fund Holders will pay the balance of Retention Fund to the
       Vendors' Solicitors in the manner provided in PARAGRAPH 5.1 of SCHEDULE 5
       within 14 days of the second anniversary of Completion.

2.     If prior to the expiration of the period referred to in PARAGRAPH 1.2 the
       Purchaser provides notice to the Retention Fund Holder that any claim for
       compensation or indemnity arising from this Agreement:

2.1    is a Settled Claim (as defined in PARAGRAPH 7 of SCHEDULE 7); or

2.2    is the subject of any arbitration or other proceedings; or

2.3    has been notified to the Vendors and the notice provides the Retention
       Fund Holders with reasonable detail of the nature of the claim, the
       amount claimed and a reasonable estimate of the Purchaser's costs in
       connection with the claim,

       then the Retention Fund Holders will forthwith pay to the Purchaser the
       amount of the Settled Claim (including any costs which may be agreed or
       awarded in favour of the Purchaser) (as referred to in PARAGRAPH 2.1
       above) and/or (as the case may be) retain the Held-over Amount (as
       defined below) in dispute pending determination or agreement of the claim
       or an award in respect of it (whether or not that determination or
       agreement occurs after the expiration of the period referred to in
       PARAGRAPH 1.2), and will pay the balance, if any, of the Retention Fund
       to the Vendors' Solicitors in accordance with PARAGRAPH 1.2. Once any
       part of the Held Over Amount has been determined or agreed or an award
       has been made in respect of it then any amount payable out of the
       Held-over Amount in respect of it to either the Purchaser or the Vendors
       will be paid by the Retention Fund Holders forthwith to the Purchaser's
       Solicitors or the Vendors' Solicitors respectively as the case may be in
       accordance with the instructions of the Purchaser or the Vendors as
       appropriate.

3.     For the purposes of PARAGRAPH 2.3, the Held-over Amount means that
       proportion including, where applicable, the whole of the outstanding
       balance on the Retention Fund determined:

3.1    by the Purchaser, with the agreement in writing of the Vendors; or


                                      125
<PAGE>

3.2    by Counsel, as judged reasonable in the circumstances, on the facts made
       available to him or her by or on behalf of the Vendors or the Purchaser.
       For this purpose Counsel shall be Queen's Counsel of a minimum of 10
       years' call as selected by the Purchaser with the agreement in writing of
       the Vendors or where no such agreement can be reached as selected by the
       Chairman for the time being of the General Council of the Bar on the
       written application of either the Purchaser or the Vendors, the fees of
       Counsel being apportioned between the parties as Counsel shall decide.

4.     Where any payment is made to the Purchaser out of the Retention Fund as
       provided in this Schedule, the Purchaser shall at the same time be
       entitled to a corresponding proportion of the interest accrued on the
       Retention Fund. Otherwise all interest accrued on the Retention Fund
       shall be payable to the Vendors at the time of payment to them out of the
       Retention Fund in accordance with this Schedule. All payments of interest
       to the Purchaser or the Vendors shall be made in accordance with their
       respective instructions and shall be less any tax on such interest for
       which the Retention Fund Holders may be accountable.

5.     If any interest on sums due to the Purchaser will be included in any
       determination or award and paid to the Purchaser out of the Retention
       Fund then the amount of interest payable to the Purchaser under PARAGRAPH
       4 will be reduced by the amount of such interest determined or awarded.

6.     The provisions of this Schedule will not prejudice the right of the
       Purchaser (or the Company or any other member of the Purchaser's Group in
       the case of indemnities granted in its favour) to recover the excess of
       any compensation or indemnity or any costs or expenses from the Vendors
       to the extent not recovered out of the Retention Fund.

7.     The amount of money in the Retention Fund is not to be regarded as
       imposing a limit on the amount of any compensation or indemnity which may
       be claimed by the Purchaser.

8.     The Vendors and the Purchaser will execute the Retention Fund Instruction
       Letter and deliver it to its addressees, and will take all such steps and
       give all such other written instructions, as are necessary or desirable
       to give effect to the provisions of this Schedule.




                                      126
<PAGE>


                        RETENTION FUND INSTRUCTION LETTER

                                                      David Christopher Pain
                                                      4 St Hubert's Close
                                                      Gerrards Cross
                                                      Buckinghamshire
                                                      SL9 7EN

                                                      Deborah Kay Pain
                                                      4 St Hubert's Close
                                                      Gerrards Cross
                                                      Buckinghamshire
                                                      SL9 7EN

                                                      Transworld Healthcare (UK)
                                                      Limited
                                                      Stone Business Park
                                                      Brooms Road
                                                      Stone
                                                      Staffordshire
                                                      ST15 0TL
TO:  Howard Kennedy
     19 Cavendish Square
     London
     W1A 2AW

     Eversheds
     1 Royal Standard Place
     Nottingham NG1 6FZ

                                                                          {DATE}

Dear Sirs

RETENTION FUND

This Retention Fund Instruction Letter relates to the Retention Fund as defined
in an agreement (the "Share Purchase Agreement") dated 2001 between the Vendors
and the Purchaser (each as defined in the Share Purchase Agreement) relating to
the sale and purchase of the entire issued share capital of Staffing Enterprise
Limited and Staffing Enterprise (PSV) Limited. Words and expressions defined in
the Share Purchase Agreement shall, save as otherwise defined or as the context
may require in this letter, have the same meanings in this letter.

We hereby jointly and irrevocably instruct you as follows:

1.     You shall maintain the Retention Fund in a separately designated interest
       bearing deposit account with National Westminster Bank plc, such account
       to be opened and held in your joint names as stakeholders upon trust for
       us.


                                      127
<PAGE>

2.     The Retention Fund shall be held on monthly deposit unless you receive
       written instructions to the contrary signed on our behalf in accordance
       with PARAGRAPH 4 of this letter.

3.     Any payments from the Retention Fund shall be made by you in accordance
       with the provisions of SCHEDULE 9 of the Share Purchase Agreement. You
       shall not deal with the funds held from time to time in the Retention
       Fund except in accordance with the provisions of this Retention Fund
       Instruction Letter, SCHEDULE 9 of the Share Purchase Agreement or any
       written instructions signed on our behalf in accordance with PARAGRAPH 4
       of this letter.

4.     You may (without making any further enquiries or checks) rely on and be
       protected in acting or refraining from acting on any written
       instructions, notice or request given by the Purchaser and the Vendors if
       provided by any one person for each of the Purchaser and the Vendors
       whose name and specimen signature is set out in the annexure to this
       letter.

5.     You may withdraw from the Retention Fund and account to the Inland
       Revenue for any amount of tax payable on the interest earned on the
       Retention Fund for which you are accountable.

6.     You are authorised to pay any bank charges incurred in the conduct of the
       Retention Fund out of funds to its credit.

7.     We shall each pay one half of your reasonable costs and expenses in
       relation to the establishment of the Retention Fund and its
       administration.

8.     Neither of you shall be liable for any loss or damage occurring as a
       result of any act, mistake or omission made by you in good faith or by
       reason of any other matter or thing except arising out of your fraud,
       wilful default or negligence.

9.     We jointly and severally agree to indemnify each of you against all
       actions, proceedings, claims, demands, liabilities, costs and expenses
       which you may suffer or incur in connection with the performance of your
       obligations under this letter, save insofar as the same result from your
       fraud, wilful default or negligence.

10.    This letter shall be governed by and construed in accordance with English
       law.

Please indicate your acceptance of the instructions contained in this letter by
signing and returning one of the two enclosed copies of this letter to each of
us.

Yours faithfully



 ..................................
For and on behalf of
TRANSWORLD HEALTHCARE (UK) LIMITED



                                      128
<PAGE>


 .....................................
For and on behalf of
DAVID CHRISTOPHER PAIN




 .....................................
For and on behalf of
DEBORAH KAY PAIN




                                      129
<PAGE>

ANNEX TO RETENTION FUND INSTRUCTION LETTER

PURCHASER SIGNATORIES


 ............................     [               ]     .........................
Name:                            Office                Signature



 ............................     [               ]     .........................
Name:                            Office                Signature



VENDOR SIGNATORIES


 ............................                           .........................
Name: David Christopher Pain                           Signature



 ............................                           .........................
Name: Deborah Kay Pain                                 Signature




                                      130
<PAGE>



Agreed and accepted by

 ............................                 ............................
For and on behalf of                         Date
EVERSHEDS



 ............................                 ............................
For and on behalf of                         Date
HOWARD KENNEDY







                                      131
<PAGE>


                                   SCHEDULE 10

                                    EMPLOYEES



David Pain

Deborah Pain

Dawn Clark

Caroline Cooney

Katrina Daniels

Robina Hussain

Susan Jones

Lynn Kent

Sally Leaves

Champa Mukhia

Helen Wood

Ursula Pain

Michael Perry

Elsa Simoes

Judith Ward

Julie Webb

Matthew Williams





                                      132
<PAGE>


SIGNED by                               )
DAVID CHRISTOPHER PAIN                  )
in the presence of:                     )


Witness signature:


Name:


Address:


Occupation:


SIGNED by                               )
DEBORAH KAY PAIN                        )
in the presence of:                     )


Witness signature:
Name:


Address:


Occupation:


SIGNED by                               )
CHARLES FURBER MURPHY                   )
duly authorised for and on behalf of    )
TRANSWORLD HEALTHCARE (UK)              )
LIMITED in the presence of:             )


Witness signature:


Name:


Address:


Occupation: