All Parties Draft No 4: 21 September 2000



                              DATED 11 OCTOBER 2000



                             (1) JEFF WHITE & OTHERS

                                (2) VIZACOM, INC.




                                    AGREEMENT

                        for the sale and purchase of the

                         entire issued share capital of

                              Intermethods Limited






Eking Manning

                                 44 The Ropewalk

                                   Nottingham

                                     NG1 5EL

                               Tel: 0115 840 4499
                               Fax: 0115 840 5000
                                    DX: 10010



                                       26
<PAGE>

THIS AGREEMENT is made on 11 October 2000

PARTIES

     (1)  THE PERSONS whose names and addresses are set out in Schedule 1

     (2)  VIZACOM,  INC. a Delaware  corporation of Glenpointe  Centre East, 300
          Frank W Burr Boulevard, Teaneck, New Jersey, 07666, USA

1.   Interpretation

     In this Agreement:

     1.   the  following   expressions   have  the  following   meanings  unless
          inconsistent with the context :-

 Expression                                        Meaning
 ----------                                        -------

"the Act"                               The Companies Act 1985

"Business Day"

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

"Cash Consideration"

                                        US$104,175   being   that  part  of  the
                                        Consideration  payable in cash  pursuant
                                        to  the   provisions   of   clause   3.2
                                        "Clearing Bank" A bank which is a member
                                        of  CHAPS  and  Town  Clearing   Company
                                        Limited

"Closing Price"

                                        The 20 day average  closing price of the
                                        common stock of the  Purchaser par value
                                        $0.001 per share for the 20 trading days
                                        ending  3  days  prior  to the  date  of
                                        Completion

"the Company"                           Intermethods Limited,  registered number
                                        1450831

"Completion"                            Completion  of the sale and  purchase in
                                        accordance with clause 8

"the Consideration"                     The  consideration  for the  sale of the
                                        Shares as stated in clause 3.1

"the Consideration Shares"              The number of shares (to the nearest the
                                        whole  share) of the Common Stock of the
                                        Purchaser  par value US $0.001 per share
                                        calculated by dividing  2,210,825 by the
                                        Closing Price

"the Disclosure Letter"

                                        The letter  having the same date as this
                                        Agreement  from the Vendors'  Solicitors
                                        to the Purchaser's Solicitors qualifying
                                        the    Warranties     "the    Employment
                                        Agreements"

                                        The   contracts  of   employment  to  be
                                        entered into on Completion in the agreed
                                        terms  between  Junction  15 Limited and
                                        each Vendor

"the Escrow Agent"                      Kaufman & Moomjian, LLC

"the Escrow  Agreement"                 The escrow  agreement to be entered into
                                        on   Completion   in  the  agreed  terms
                                        between  the  Purchaser,   the  Vendors,
                                        Donald Laurence Stewart as stockholders'
                                        representative  and  Kaufman & Moomjian,
                                        LLC as escrow agent

"the Lock-Up    Agreement(s)"           The lock-up agreement to be entered into
                                        on   Completion   in  the  agreed  terms
                                        between  each  Vendor and the  Purchaser
                                        setting   out    certain    restrictions
                                        attaching to the Consideration Shares

"NASDAQ"                                The NASDAQ Stock Market, Inc.

"the Property"                          The  property   specified  in
                                        Schedule 3 (and,  if more than one, each
                                        such  property)  and each and every part
                                        of such property


<PAGE>


"the Purchaser"

                                        Vizacom  Inc.  and  its  successors  and
                                        assigns

"the Purchaser's Group"                 The group of  companies  comprising  the
                                        Purchaser its  subsidiaries  any holding
                                        company   for  the  time  being  of  the
                                        Purchaser and any other  subsidiaries of
                                        any such holding company

"the Purchaser's Solicitors"            Eking   Manning  of  44  The   Ropewalk,
                                        Nottingham,  NG1 5EL  "the  Registration
                                        Rights   Agreement"   The   registration
                                        rights  agreement  to be entered into on
                                        Completion  in the agreed terms  between
                                        the Purchaser and the Vendors  governing
                                        the  registration  rights in  respect of
                                        the Consideration Shares


"the Restricted Period"                 The period  commencing on Completion and
                                        ending  on  the  third   anniversary  of
                                        Completion

"the Shares"                            All the issued  shares in the capital of
                                        the Company

"Stockholders' Representative"          Donald  Laurence   Stewart,   being  the
                                        stockholders'  representative  under the
                                        Escrow Agreement

"the Tax Covenant"                      The  covenant  set out or referred to in
                                        clause 5 and Part II of  Schedule 5 "the
                                        Vendors"

                                        Those  persons whose names and addresses
                                        are  set  out  in  Schedule  1  together
                                        (where     appropriate)    with    their
                                        respective   successors,   assigns   and
                                        personal  representatives  (and "Vendor"
                                        shall be construed accordingly)

"the Vendors' Solicitors"               Finers  Stephens  Innocent  of 179 Great
                                        Portland Street, London, W1N 6LS

"the Warranties"                        The  warranties,   representations   and
                                        undertakings  set out or  referred to in
                                        clause  4,  Schedule  4 and  Part III of
                                        Schedule 5

     1.2  reference  to any statute or  statutory  provisions  will,  unless the
context otherwise requires,  be construed as including references to any earlier
statute or the corresponding provisions of any earlier statute, whether repealed
or not, directly or indirectly  amended,  consolidated,  extended or replaced by
such  statute  or  provisions,  or  re-enacted  in such  provisions,  and to any
subsequent  statute or the  corresponding  provisions of any subsequent  statute
directly  or  indirectly  amending,   consolidating,   extending,  replacing  or
re-enacting the same, and will include any orders,  regulations,  instruments or
other  subordinate  legislation  made under the  relevant  statute or  statutory
provisions which are in force prior to Completion

     1.3  references  to  persons  will be  construed  so as to  include  bodies
corporate, unincorporated associations and partnerships

     1.4  references to a document being "in the agreed terms" will be construed
as references to that document in the form agreed and initialled by or on behalf
of the Vendors and the Purchaser

     1.5 all covenants, agreements, undertakings,  indemnities,  representations
and  warranties  on the part of two or more  persons  are  given or made by such
persons jointly and severally


<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, and

     1.8  words  and  expressions  defined  in  the  Act or in  the  Income  and
Corporation Taxes Act 1988 shall have the same meaning where used herein

2.   Sale and purchase

     2.1 Each of the Vendors will sell,  and the Purchaser  will buy, the number
of the Shares specified opposite that Vendor's name in Schedule 1

     2.2 Each of the Shares  will be sold and bought  with full title  guarantee
free from any claim, charge, lien, encumbrance, equity or third party right, and
with all rights attached or accruing to it including all rights to any dividends
or other  distributions  declared,  made or paid  after  the  execution  of this
Agreement

     2.3 Each of the Vendors  waives all rights of  pre-emption  over any of the
Shares  conferred by the articles of association of the Company or otherwise

     2.4 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.   Consideration

     3.1 The  consideration  for the sale by the Vendors of the Shares  shall be
US$2,315,000  divisible  between the Vendors as set out opposite  each  Vendor's
name in Schedule 1

     3.2 The Consideration shall be satisfied:-

          3.2.1 as to US$104,175  (one hundred and four thousand one hundred and
     seventy five dollars) by a payment on Completion of its (pound) GB sterling
     equivalent on that date  (calculated at the National  Westminster  Bank plc
     spot  rate at 11.00 AM on that  date for the sale by the Bank of  sterling)
     such payment to be made from the  Purchaser to the Vendors'  Solicitors  by
     CHAPS transfer from a Clearing Bank into the client account of the Vendors'
     Solicitors  nominated  for this  purpose or by such other  method as may be
     agreed between the Vendors' Solicitors and the Purchaser's Solicitors; and

          3.2.2 as to  US$2,210,825  (two  million two hundred and ten  thousand
     eight hundred and twenty five dollars) wholly by the allotment and issue to
     the Vendors on Completion  of the  Consideration  Shares  credited as fully
     paid with any  Vendors who would  otherwise  be entitled to a fraction of a
     Consideration  Share being entitled to receive from the Purchaser an amount
     of cash in US Dollars  (rounded  to the  nearest  whole  cent) equal to the
     product of (i) such fraction multiplied by (ii) the Closing Price

     3.3 Each of the Vendors  will be entitled to receive the amount of the Cash
Consideration and Consideration Shares in the proportion specified opposite that
Vendor's name in Schedule 1


<PAGE>


     3.4 The Vendors'  Solicitors are authorised to receive the Consideration on
behalf of the Vendors and  delivery to them or to the Escrow  Agent  pursuant to
the Escrow  Agreement of the certificates  for the  Consideration  Shares in the
name of the Vendors will be a good and sufficient discharge to the Purchaser and
the Purchaser will not be further  concerned as to the application of the moneys
so paid

4.   Warranties of the Vendors

     4.1 The Vendors :-

          4.1.1  warrant,  represent and undertake to the Purchaser in the terms
     of the Warranties, provided however that the Purchaser will not be entitled
     to claim that any fact or combination of facts  constitutes a breach of any
     of the  Warranties  if and to the extent that such fact or  combination  of
     facts has been fully and fairly disclosed in the Disclosure Letter;

          4.1.2 agree that the  Purchaser  is entering  into this  Agreement  in
     reliance  on each of the  Warranties  and agree  that save as  provided  in
     clause 4.1.1 no information of which the Purchaser has knowledge (actual or
     constructive)  will prejudice any claim made by the Purchaser in respect of
     the Warranties or will operate to reduce any amount  recoverable in respect
     of any breach of any of the Warranties;

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

          4.1.4  undertake to disclose  immediately  to the  Purchaser  anything
     which  comes to the  notice  of any of them  which is or may be a  material
     breach of any of the Warranties; and

          4.1.5 undertake that, in the event of any claim being made against any
     of them whether under the  Warranties  or otherwise in connection  with the
     sale of the Shares to the  Purchaser,  they will not make any claim against
     the Company,  or against any director or employee of the Company,  on which
     or on whom any of them may have  relied  for advice or  information  before
     agreeing to any term of this Agreement or authorising  any statement in the
     Disclosure  letter,  but so that this  undertaking  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

<PAGE>


     4.2 Without  restricting  the rights of the Purchaser or the ability of the
Purchaser to claim damages on any basis  available to it, the Vendors  undertake
to the  Purchaser  that in the event of any breach of the  Warranty in paragraph
7.2 of Schedule 4 the Vendors will, forthwith on demand by the Purchaser, pay to
the Purchaser or the Company (as the Purchaser  directs) in cash an amount equal
to the  aggregate  of the  overdue  payments  constituting  the  breach  of that
Warranty provided that, upon such payment by the Vendors, the Purchaser will, if
requested so to do,  procure the  assignment of such overdue debts  constituting
the breach (to the extent to which sums remain  outstanding  in respect of them)
to the  Vendors  or such one or more of them as will  have made  payment  to the
Purchaser  or the Company in  accordance  with this clause  4.2.1 (the costs and
expenses relating to such assignment being borne by the assignee(s))

     4.3 Each of the  Warranties  will be construed  as a separate  Warranty and
will not be limited or restricted by reference to, or inference  from, the terms
of any other Warranty or any other term of this Agreement

     4.4 In this  Agreement,  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 shall be imputed to the remaining Vendors

     4.5 In this clause 4.5 and clause 4.6  "claim"  means any claim which would
(disregarding  the  provisions  of this  clause  4.5) be  capable  of being made
against the Vendors  (or any of them) for breach of the  Warranties  and (to the
extent so  specified)  under the Tax  Covenant.  Notwithstanding  the  foregoing
provisions of clause 4 :-

          4.5.1 the aggregate  liability of the Vendors in respect of all claims
     under the  Warranties  and the Tax Covenant  will be limited to  US$104,175
     plus the lower of:-

               4.5.1.1 $2,210,825; and

               4.5.1.2  the   aggregate  sum   comprising   the  value  of  each
          Consideration  Share on the first day that a Vendor  is  lawfully  and
          contractually able to sell that  Consideration  Share pursuant to this
          Agreement  and the  Lock-Up  Agreements  (such value being the closing
          price quoted for the  Purchaser's  common stock on that date or on the
          preceding  Business Day by NASDAQ or any other  applicable  securities
          market which is the primary market for the Purchaser's  common stock);



          4.5.2  save in respect of any claim or claims  under the  Warranty  in
     paragraph  7.2 of Schedule 4 the Vendors will not be under any liability to
     make a payment  in  respect of any claim  under the  Warranties  unless the
     amount of their liability in respect of such claim is (when aggregated with
     their  liability  in  respect  of any  other  claim or  claims  made by the
     Purchaser  or which  would  have been made but for the  provisions  of this
     clause  4.5.2) in excess of US $15,000,  in which  event the  Vendors  will
     (subject  to the other  provisions  of this  clause  4.5) be liable for the
     whole amount of such liability and not merely for the excess;

          4.5.3 the Vendors  will be under no  liability  to make any payment in
     respect  of any  claim  under the  Warranties  unless  :-  4.5.3.1  written
     particulars of the claim (giving  details of the specific matter in respect
     of which such claim is made) are given to the  Vendors;  and  4.5.3.2  such
     particulars  are given within a period of seven years from the date of this
     Agreement  or (in the case only of any claim not arising from a third party
     claim  and  not  relating  to  Taxation  (as  defined  in  Schedule  5)  or
     environmental or pensions matters) 2 years from the date of this Agreement;
     and

     4.5.4 the Vendors  will have no liability in respect of any claim under the
Warranties :-

          4.5.4.1  to the  extent  to which  the  Purchaser  or the  Company  is
     indemnified by insurance in relation to the subject matter of the claim and
     related expenses; or

          4.5.4.2 to the extent that it relates to any matter  provided  for, or
     included  as a  liability  or  disclosed,  in the  Accounts  (as defined in
     Schedule 4) of the  Company;  or


          4.5.4.3 to the extent that it arises or is  increased as a result only
     of an increase in the rates of  taxation,  the passing of any  legislation,
     the making of any subordinate legislation,  or a change in published Inland
     Revenue practice after Completion with retrospective  effect; and

          4.5.5 any  claim  under  the  Warranties  shall be deemed to have been
     irrevocably  withdrawn  and lapsed (not having  been  previously  satisfied
     settled or withdrawn) if proceedings in respect of such claim have not been
     issued and served on a Vendor not later than the expiry of the period of 12
     months after the date on which the particulars  referred to in clause 4.5.3
     are first given to the Vendors in respect of such claim

     4.6 Notwithstanding  any other provision of this Agreement,  the provisions
of clause 4.5 shall not apply to exclude or limit the  liability  of the Vendors
to the extent that any claim under the Warranties or the Tax Covenant  arises by
reason of any fraud,  dishonesty,  or wilful  misstatement  or omission by or on
behalf of the Vendors or any of them

     4.7 In the event of any claim  being  made  against  any  Vendor  under the
Warranties  or the Tax  Covenant  ("Relevant  Claim")  that Vendor may elect (by
giving  notice to the  Purchaser  within 3 months of the  Relevant  Claim  being
agreed by that  Vendor or being  adjudicated  to be payable by the Vendor to the
Purchaser)  to satisfy all or part of his  liability  in respect of the Relevant
Claim by delivery to the  Purchaser  of a  promissory  note in the agreed  terms
("the Note") in which event the following provisions shall apply:-

          4.7.1 the  principal  amount  of the Note  shall be a sum equal to the
     part of the Relevant  Claim  notified in the  election.  The Note shall not
     carry interest  unless and until the  Consideration  Shares  referred to in
     clause 4.7.2 are  registered for resale under the US Securities Act of 1933
     but thereafter shall carry interest at the rate provided in clause 11);

          4.7.2 the restrictions in the Lock-Up  Agreement signed by that Vendor
     shall be  immediately  lifted with respect to such number of  Consideration
     Shares as shall have a market value on the date the Note is issued equal to
     a maximum of 110% of the principal amount of the Note; and

          4.7.3 the Vendor  shall  forthwith  do execute  and carry out all acts
     documents  and things in his power  necessary  or  desirable to satisfy the
     Note and if the Vendor fails to satisfy the Note in full the  Purchaser may
     then enforce the Note against the Vendor.

     4.8 4.8.1 If and to the extent that any Relevant  Claim is not satisfied in
     full  pursuant  to the  provisions  of  clause  4.7  and  is not  otherwise
     satisfied  by the Vendors  within 15 Business  Days of notice in writing by
     the  Purchaser  pursuant  to this  clause  4.8.1,  the  Purchaser  shall be
     entitled to enforce all or any part of the Relevant Claim against and shall
     have a contractual lien over the Consideration Shares for all moneys agreed
     or  adjudicated  to be payable by the Vendors to the Purchaser  under or in
     respect of the Relevant Claim

<PAGE>

          4.8.2  Pursuant to the  provisions of clause 4.8.1,  the Purchaser may
     require  Consideration Shares to the value of the Relevant Claim or part of
     it which remains  outstanding  to be  surrendered  or transferred to it for
     cancellation . For the purposes of this clause 4.8.2,  the Purchaser  shall
     be entitled to act as attorney for any Vendor in his name and on his behalf
     and in that capacity may execute any document.

          4.8.3 In the  event  of  Consideration  Shares  being  surrendered  or
     transferred  to the Purchaser for  cancellation  pursuant to this clause 8,
     the  Relevant  Claim  shall be  discharged  to the extent of the  aggregate
     market value on that date of the  Consideration  Shares so  surrendered  or
     transferred.

          4.8.4 For the purposes of and in connection with the Escrow Agreement,
     the Vendors and the Purchaser shall as and when necessary give instructions
     to the  Escrow  Agent  and the  Stockholders'  Representative  in  order to
     procure compliance with the provisions of this clause 4.8

          4.9 If any one or more of the  Vendors  shall make any  payment to the
     Purchaser  or the  Company  in respect of a  Relevant  Claim,  the  Vendors
     undertake with each other that they shall forthwith make  contributions  to
     each other to the intent and effect that the total amount of such  Relevant
     Claim shall be borne by them in the same  proportions as they shared in the
     Consideration  for the Shares and the Vendors  undertake to indemnify  each
     other accordingly

5.   Tax covenant

     With effect from  Completion  the Vendors  covenant to the Purchaser as set
out in Part II of  Schedule  5 and the  parties  agree to give  effect  to those
provisions

6.   Warranties of the Purchaser

     6.1 The Purchaser  warrants,  represents and undertakes to the Vendors that
save to the extent  disclosed in the Purchaser's  filings with the US Securities
and Exchange Commission:-

          6.1.1 the Purchaser is a  corporation  duly  incorporated  and validly
     existing  under the laws of the State of  Delaware  and has full  corporate
     power and authority to carry on its business as it is now being  conducted.
     The Purchaser has prior to the execution of this agreement delivered to the
     Vendors true and complete  copies of the certificate of  incorporation  and
     by-laws of the Purchaser as in effect on the date of this agreement;

          6.1.2 the authorised common stock of the Purchaser  consists solely of
     60,000,000  (sixty million) shares of stock,  par value US $0.001 per share
     of which  approximately  12,372,352 shares were outstanding as at 31 August
     2000 . All of the  Purchaser's  issued  and  outstanding  shares of capital
     stock are duly authorised, validly issued, outstanding and fully paid;

<PAGE>

          6.1.3 the execution  and delivery by the  Purchaser of this  agreement
     and of other documents  referred to in this agreement,  and the performance
     by the Purchaser of its obligations under this agreement, has been duly and
     validly  authorised  by the  board  of  directors  of the  Purchaser.  This
     agreement has been duly and validly executed and delivered by the Purchaser
     and  constitutes,  and upon the  execution and delivery by the Purchaser of
     any other document referred to in this agreement,  such other document will
     constitute,   legal,  valid  and  binding   obligations  of  the  Purchaser
     enforceable against the Purchaser in accordance with its terms;

          6.1.4 the execution  and delivery by the  Purchaser of this  agreement
     and  of  each  other  document  referred  to  in  this  agreement  and  the
     performance  by the Purchaser of its  obligations  under this agreement and
     under such other documents does not and will not conflict with or result in
     a violation or breach of any of the terms,  conditions or provisions of the
     certificate  of  incorporation  and by-laws of the Purchaser and, so far as
     the  Purchaser is aware,  no consent  approval or action of, filing with or
     notice  to any  government  or  regulatory  authority  on the  part  of the
     Purchaser  is  required  in  connection  with the  execution,  delivery  or
     performance of this agreement;

          6.1.5  there are no actions or  proceedings  pending or, so far as the
     Purchaser  is aware,  threatened  against,  relating  to or  affecting  the
     Purchaser or any of its assets and  properties  which could  reasonably  be
     expected to result in the  issuance of an order  restraining,  enjoining or
     otherwise  prohibiting  or making  illegal  the  performance  of any of the
     transactions  contemplated by this agreement or any other document executed
     pursuant to this agreement; and

          6.1.6 the Purchaser is in material compliance with all laws and orders
     applicable  to it and its  properties  and assets.  The  Purchaser  has not
     received  any  notification  that it is in  violation  of any such  laws or
     orders and no such  violation  exists  that  would have a material  adverse
     effect on the Purchaser

          6.2 The aggregate  liability of the Purchaser in respect of all or any
     claims made by the Vendors for breach of the warranties representations and
     undertakings  set out in this  clause 6 shall be  limited  to and shall not
     exceed US $2,315,000

<PAGE>

7.   Restrictive covenants

          7.1 For the purpose of assuring to the  Purchaser  the full benefit of
     the  Company and in  consideration  for the  Purchaser  agreeing to buy the
     Shares on the terms of this  Agreement,  each of the Vendors  undertakes to
     the Purchaser that such Vendor will not,  without the prior written consent
     of  the  Purchaser  and  except  as an  employee  of  any  company  in  the
     Purchaser's  Group,  whether directly or indirectly and whether alone or in
     conjunction  with,  or on  behalf  of,  any other  person  and  whether  as
     principal,  shareholder,  director, employee, agent, consultant, partner or
     otherwise:-

               7.1.1 at any time during the Restricted Period, canvass,  solicit
          or approach,  or cause to be canvassed,  solicited or approached,  for
          orders any person who at any time during the twelve months immediately
          preceding the date of Completion is or was :-

                    7.1.1.1  negotiating  with the Company for the supply by the
               Company of goods or services;  or

                    7.1.1.2 a client or customer of the Company; or

                    7.1.1.3 in the habit of dealing with the Company,

                    where the orders relate to goods and/or  services  which are
               competitive  with or of the type  supplied  by the Company at any
               time during the twelve months  immediately  preceding the date of
               Completion;

               7.1.2 at any time during the Restricted Period,  deal or contract
          with any person who at any time during the twelve  months  immediately
          preceding the date of Completion is or was:-

                    7.1.2.1  negotiating  with the Company for the supply by the
               Company of goods or services; or

                    7.1.2.2 a client or customer of the Company; or

                    7.1.2.3 in the habit of dealing with the Company,  where the
               dealing or contracting relates to goods and/or services which are
               competitive  with or of the type  supplied  by the Company at any
               time during the twelve months  immediately  preceding the date of
               Completion;  7.1.3  at any time  during  the  Restricted  Period,
               interfere, or seek

<PAGE>

               to  interfere,  with the  continuance  of supplies to the Company
               from any supplier who has been supplying goods and/or services to
               the  Company at any time  during the  twelve  months  immediately
               preceding the date of Completion if such  interference  causes or
               would cause that supplier to cease supplying or materially reduce
               its supply of, those goods and/or services to the Company;

          7.1.4 at any time during the Restricted Period,  solicit or entice, or
     endeavour  to solicit  or entice,  away from the  Company,  or employ,  any
     person  employed  in  a  managerial,   supervisory,   technical,  sales  or
     administrative  capacity by, or who is or was a consultant  to, the Company
     at  Completion  or at any time  during the period of one month  immediately
     preceding the date of Completion;

          7.1.5  within the United  Kingdom  at any time  during the  Restricted
     Period,  be engaged,  concerned  or  interested  in, or provide  technical,
     commercial or  professional  advice to, any other  business  which supplies
     goods and/or services which are competitive with or of the type supplied by
     the Company at Completion; provided that this restriction does not apply to
     prevent any of the Vendors from holding  shares or other  securities in any
     company  which are quoted,  listed or  otherwise  dealt in on a  recognised
     stock exchange or other securities market and which confer not more than 3%
     of the votes which could be cast at a general meeting of such company;

          7.1.6  within the United  Kingdom  at any time  during the  Restricted
     Period,  be engaged,  concerned or interested in any business  which has at
     any  time  during  the  twelve  months  immediately  preceding  the date of
     Completion  supplied  any  goods  and/or  services  to,  or is a client  or
     customer of, the Company if such engagement,  concern or interest causes or
     would cause the supplier to cease or materially  reduce its supplies to the
     Company  or (as the  case  may be) the  client  or  customer  to  cease  or
     materially reduce its orders or contracts with the Company; or

          7.1.7 at any time after Completion use in connection with any business
     any name which includes the name of the Company or any colourable imitation
     of it provided  always that the  undertakings  set out in clauses  7.1.1 to
     7.1.6 inclusive shall thereafter and with immediate effect,  cease to apply
     to any  Vendor  in the  event  of that  Vendor  at any time  ceasing  to be
     employed  within the  Purchaser's  Group in  consequence of his contract of
     employment being  terminated by the employing  company for any reason other
     than "for cause" as set out in Section 9(a) of the Employment Agreements

     7.2 The Purchaser and the Vendors agree that each of the  undertakings  set
out in clause 7.1 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



<PAGE>


     7.3 Each of the Vendors  acknowledges  that such Vendor has  information in
respect  of the  business  and  financing  of the  Company  and their  dealings,
transactions,  affairs, plans and proposals, all of which information is, or may
be, secret or confidential and important to the Company.  In this clause 7.3 and
in  clause  7.4  such  information  is  called  "Confidential  Information"  and
includes, without limitation, confidential or secret information relating to the
Company's trade secrets know-how,  ideas,  business methods,  finances,  prices,
business  plan,  marketing  plans,  development  plans,  manpower  plans,  sales
targets,  sales statistics,  customer lists,  customer  relationships,  computer
systems and computer software. Each of the Vendors further acknowledges that the
disclosure of  Confidential  Information  (whether  directly or  indirectly)  to
actual or  potential  competitors  of the  Company  would place the Company at a
competitive disadvantage and would do damage (whether financial or otherwise) to
its  business.  Each  of the  Vendors  accordingly  agrees  to  enter  into  the
restrictions contained in clause 7.4

     7.4 Each of the  Vendors  undertakes  that such Vendor will not at any time
after Completion:-

          7.4.1 disclose to any person except to those authorised by the Company
     to know;

          7.4.2 use for the Vendor's own purposes or for any purposes other than
     those of the Company; or

          7.4.3 through any failure to exercise all due care and diligence cause
     or permit any unauthorised  disclosure of, any Confidential  Information of
     the Company,  provided that these restrictions on each Vendor will cease to
     apply to  information  which  (otherwise  than  through the default of such
     Vendor) becomes available to the public generally

8.   Completion

     The sale and purchase of the Shares will be completed at the offices of the
Vendors' Solicitors immediately after the signing and exchange of this Agreement
when:-

     8.1 the Vendors will produce and deliver to the Purchaser:-

     8.1.1 duly executed  transfers of the Shares in favour of the Purchaser (or
as it will direct) together with all relevant share certificates (or in the case
of any lost  certificate an indemnity  satisfactory to the Purchaser in relation
to it) and together  also with such waivers and  consents as the  Purchaser  may
require to enable the  Purchaser  and its  nominee(s)  to be  registered  as the
holders of the Shares;

<PAGE>


     8.1.2  written  resignations  from all  directors  and the secretary of the
Company in the agreed terms;

     8.1.3 the written  resignation  of M. P.  Saunders & Company as auditors of
the  Company  accompanied  by the  statement  required by section 394 of the Act
stating that there are no such circumstances as are mentioned in that section;

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

     8.1.5 all deeds and documents relating to the title of to the Property;

     8.1.6 all cheque  books in current  use of the  Company  together  with all
unused cheques;

     8.1.7 bank  statements  in respect of each account of the Company as at the
close of business on the last 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
Company and standing orders payable since the date of such bank statements);

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

     8.1.9 all papers, books, records, keys, credit cards and other property (if
any) of the  Company  which are in the  possession  or under the  control of the
Vendors, any other person who resigns as an officer of the Company in accordance
with this clause 6 or any person connected with them;

     8.1.10 duly executed voting powers of attorney in the agreed terms;

     8.1.11 the Disclosure Letter duly executed by the Vendors' Solicitors;

     8.1.12 the Escrow  Agreement and the  Registration  Rights  Agreement  duly
executed by each Vendor together with investment  representation  letters in the
agreed terms duly executed by each Vendor; and

<PAGE>


     8.1.13 the Employment  Agreements and the Lock-Up  Agreements duly executed
by each Vendor

     8.2 each Vendor will :-

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

     8.2.2  deliver to the  Purchaser a deed in the agreed  terms  acknowledging
that  neither  such  Vendor nor any such  spouse,  child,  parent or  controlled
company has any claim  against the  Company  and that there is no  agreement  or
arrangements under which the Company has or could have any actual, contingent or
prospective  obligation  to or in  respect  of any of them  (including,  but not
limited to, any obligation under any guarantee entered into by the Company); and

     8.2.3 in respect of any such  agreement or arrangement as is referred to in
clause 8.2.2 which previously  existed deliver to the Purchaser  evidence of the
release or termination of it in form satisfactory to the Purchaser;

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

     8.3.1 the  transfers  referred to in clause 8.1 (subject to stamping if not
previously effected) are approved for registration in the books of the Company;

     8.3.2 new articles of association  are adopted by the Company in the agreed
terms;

     8.3.3 the  resignations  variously  specified in clause 8.1 are accepted by
the Company;

     8.3.4 Mark Leininger and Ian McCalla are appointed as additional  directors
of the  Company  (subject  to any  maximum  number of  directors  imposed by the
relevant articles of association), and David Southgate is appointed as secretary
of the Company;

     8.3.5 Ernst & Young are appointed as auditors of the Company

     8.3.6 all existing  instructions  to the bankers of the Company are revoked
and new  instructions  given to such bankers as the Purchaser  may nominate,  in
such form as the Purchaser directs; and

     8.3.7 the  registered  office of the Company is changed to Unit 12, Wilford
Industrial Estate, Nottingham, NG11 7EP;

<PAGE>


     8.4 the Vendors  will  procure  that the Vendors and the Company will enter
into the Employment Agreements;

     8.5 subject as provided in the Escrow  Agreement  the  Purchaser  will duly
allot and issue the  Consideration  Shares to the  Vendors  as  provided  for in
clause 3.2 and deliver to the Vendors' Solicitors:-

     8.5.1 a  certified  copy of the  resolution  of the board of the  Purchaser
issuing  the   Consideration   Shares  and  the  stock   certificates   for  the
Consideration  Shares;

     8.5.2 the Lock-Up  Agreements and the  Registration  Rights  Agreement duly
executed  by the  Purchaser,  the  Employment  Agreements  duly  executed by the
Company and the Escrow  Agreement  duly executed by the Purchaser and the Escrow
Agent; and

     8.5.3  confirmation in the agreed terms from the compensation  committee of
the Purchaser  confirming the grant of stock options as nominated by the Vendors
for an aggregate of 250,000 shares of the Purchaser's  common stock  exercisable
subject to the terms and conditions therein specified;

     1.   the  Purchaser  will also pay the Cash  Consideration  as  provided in
          clause 3.2.1; and

     2.   the Purchaser will as soon as reasonably  practicable after Completion
          use its best  endeavours  to procure  the  release of Jeffrey  Raymond
          White and Tess O'Neill from the personal  guarantees  provided by them
          as set out in the lease of the Property  disclosed to the  Purchaser's
          Solicitors on or before Completion.  If necessary, the Purchaser shall
          offer to the  landlord a Vizacom  guarantee  to procure the release of
          the  personal  guarantees.   Pending  the  release  of  such  personal
          guarantees,  the Purchaser  will indemnify  Jeffrey  Raymond White and
          Tess  O'Neill  and  keep  them   indemnified   against  any  liability
          (including costs, damages and expenses) which they may suffer under or
          in relation to such personal  guarantees;  provided  however that this
          clause 8.7 shall be without  prejudice  to, and the indemnity so given
          by the  Purchaser  shall not extend to any matter  giving rise to, any
          claim  against  the  Vendors  (or  any  of  them)  for  breach  of the
          Warranties; and

     8.8 the  Vendors  will use their  best  endevours  to  procure,  as soon as
reasonably  practicable

<PAGE>

     8.8.1 and in any event within 14 days after completion, the production by M
P Saunders & Company and the  delivery  to the  Purchaser  of audited  financial
statements  of the Company in the agreed  terms for the 12 month period ended 31
December  1999 prepared in US Dollars in  accordance  with US GAAP  consistently
applied  (or  reconciled  to US GAAP) and  comprising  profit and loss  account,
balance sheet and cash flow statement

     8.8.2 and in any event within 42 days after  Completion,  the production by
M.P Saunders and Company and the delivery to the Purchaser of unaudited  interim
financial statement of the Company for the period 1 January 2000 to 30 June 2000
comprising  profit  and loss  account,  balance  sheet and cash flow  statements
prepared  in US  Dollars on the same basis as the  Company's  audited  financial
statements  referred  to in clause  8.8.1 the  Purchaser  agrees to provide  M.P
Saunders and Company with  assistance  from Ernst &Young for this purpose and to
pay the accountancy costs of the exercise

9.   Announcements

     No announcement concerning the transactions  contemplated by this Agreement
or any matter  ancillary to it and no disclosure of the terms of this  Agreement
will  (save as  required  by law or the  regulations  of  NASDAQ) be made by the
Vendors or the Company except with the prior written approval of the Purchaser

10.  Costs

          10.1 Each party to this Agreement will bear such party's own costs and
     expenses  relating to the  preparation  and  completion of this  Agreement,
     except where otherwise  expressly  stated.  For the avoidance of doubt, the
     Vendors  shall be  responsible  for settling  the fees of M. P.  Saunders &
     Company in excess of  (pound)1,500  plus VAT connected with the preparation
     and audit of the 12 month accounts covering the period 1 January 1999 to 31
     December 1999 and the statement of adjustments necessary for those accounts
     to comply with US GAAP format

          10.2 Save in  respect  of the  (pound)1,500  plus VAT  referred  to in
     clause 10.1,  the Vendors  shall procure that no claim or account (for fees
     brokerage  commission  disbursement or otherwise) in respect of the Vendors
     is  submitted  to the Company by any broker or adviser who are or have been
     advisers  to or  brokers  for any of them or the  Company  and the  Vendors
     hereby indemnify the Purchaser accordingly

11.  Interest

     If any Vendor  becomes  liable to pay the  Purchaser or the Company any sum
pursuant to this  Agreement,  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 National  Westminster  Bank plc,  accruing on a daily basis
until payment is made, whether before or after any judgment


<PAGE>


12.  Notices

     12.1 Any demand, notice or other communication to be given or made under or
in connection with this Agreement shall be in writing

     12.2 Any such demand,  notice or other  communication shall be addressed as
provided in this clause 12 and if so addressed  will be deemed to have been duly
given or made as follows :-

          12.2.1 if sent by prepaid first class post within the United  Kingdom,
     on the second  Business Day after the date of posting or if sent by prepaid
     overseas mail, on the seventh Business Day after the date of posting; or

          12.2.2 if communicated by facsimilie, at the time of transmission, or

          12.2.3 if delivered by hand, upon delivery at the address provided for
     in this  clause 12,  unless  such  delivery  occurs on a day which is not a
     Business  Day or after 4 p.m.  on a Business  Day, in which case it will be
     deemed to have been given or made at 9 a.m. on the next Business Day

     12.3 Any such  demand,  notice or other  communication  shall be  addressed
(subject  as provided in this  clause 12) to the  recipient  at the  recipient's
address  stated in this  Agreement or at such other  address as may from time to
time be  notified  in  writing  by the  recipient  to the  sender  as being  the
recipient's address for service,  provided however that in the case of a company
it may  instead  (at the option of the sender) be  addressed  to its  registered
office for the time being

     12.4 Any such  demand,  notice or other  communication,  and any service of
process,  pleadings or similar  documents  relating to any  proceeding,  suit or
action  arising out of or in  connection  with this  Agreement,  will be validly
given or made to the  Vendors  if given or made to any one of the  Vendors or to
the Vendors' Solicitors

     12.5 Any demand,  notice or other communication will be deemed to have been
validly  given if given to the personal  representatives  of a deceased  Vendor,
notwithstanding that no grant of representation has been made in respect of such
Vendor's estate, if the notice is addressed either :-

          12.5.1 to the deceased Vendor by name or

          12.5.2 to the deceased Vendor's personal  representatives  by title at
     the  Vendor's  address  in  accordance  with  clause  12.3 or at such other
     address as may have been notified by them in writing to the sender as being
     their address for service and is otherwise  served in  accordance  with the
     foregoing provisions

<PAGE>


13.  General

     13.1 This  Agreement  will be binding on and will enure for the  benefit of
each party's successors,  assigns and personal  representatives (as the case may
be)

     13.2 Except  insofar as the same have been fully  performed at  Completion,
each of the  agreements,  covenants,  obligations,  warranties,  indemnities and
undertakings  contained in this Agreement will continue in full force and effect
notwithstanding Completion

     13.3 The  parties  agree  that they will do all such  acts and  things  and
execute all such  documents as may be required on or subsequent to Completion to
vest in the Purchaser legal and beneficial ownership of the Shares in accordance
with this Agreement and otherwise to give effect to its terms

     13.4 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

     13.5 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

     13.6 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

     13.7 In the event of any claim being made  against  the  Vendors  under the
Warranties  or Part II of Schedule 5, the Vendors  shall not plead  against such
claim the  Statute  of  Limitation  Act 1980 or any other  statute  (present  or
future)   directly  or  indirectly   consolidating,   extending,   replacing  or
re-enacting the same, or any other rule of law relating to limitation of time in
which an action can be brought or claim made;  provided that this clause 13.7 is
without  prejudice to any express  provision of this  Agreement  regarding  time
limits for notifying or making claims

     13.8 The headings to the clauses of this Agreement and to the paragraphs of
the  Schedules  (save for the  headings in Schedules 1, 2 and 3) will not affect
its construction

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

<PAGE>


     13.10 This Agreement may be executed in any number of counterparts,  and by
the parties on separate  counterparts,  each of which so executed and  delivered
will be an original,  but all the counterparts will together  constitute one and
the same agreement

     13.11 The formation, existence, construction, performance, validity and all
aspects  whatsoever of this Agreement or of any term of this Agreement  shall be
governed by English law. The English Courts shall have exclusive jurisdiction to
settle any disputes which may arise out of or in connection  with this Agreement
other than disputes  concerning or involving the  securities  laws of the United
States of America

     13.12 This  Agreement  contains  the  entire  agreement  and  understanding
between the Purchaser and the Vendors  concerning the transactions  contemplated
by this  Agreement.  The Purchaser  irrevocably and  unconditionally  waives any
right it may have to claim  damages for any  misrepresentation  not contained in
this Agreement or breach of any warranty not contained in this Agreement  unless
such representation or warranty was made fraudulently



<PAGE>

SCHEDULE 1

         The Vendors

<TABLE>
<CAPTION>
 Name and address            Number and class      Amount of           Amount of        Proportion of
 ----------------            -----------------     ---------           ---------        -------------
                             of Shares to be       Notional            Actual Cash      the
                             ---------------       --------            -----------      ---
                             sold                  Cash Consideration  Consideration    Consideration
                             ----                  ------------------  -------------    -------------
                                                                                        Shares
                                                                                        receivable


<S>                          <C>                   <C>                <C>            <C>
Jeffrey Raymond              2,250 ordinary        US $1,041,750       US$104,175       42-41%
White                        shares of(pound)1
                             each

50 Station Road
Hampton
Middlesex

TW12 2DA

Don Stewart                  1,750 ordinary        US $810,250         nil              36-65%
Flat 6                       shares of(pound)1
                             each

3 - 4 Branham
Gardens
London

SW5 0JQ

Simon Stuart                 1,000 ordinary        US $463,000         nil              20-94%
Forrest                      shares of(pound)1
                             each
46 Crown Dale
Upper Norwood
London

SE19 3NR
</TABLE>


<PAGE>


SCHEDULE 2

         Details of the Company

<TABLE>
<S>                                                    <C>
Name of Company:                                             Intermethods Limited

Registered Number:                                           1450831

Registered Office:                                           120 London Road, Kingston-Upon Thames
                                                             Surrey KT2 6OJ

Date of Incorporation:                                       26 September 1979

Place of Incorporation:                                      England and Wales

Status of Company:                                           Private limited company

Authorised share capital:                              (pound)5,000 divided into 5,000 ordinary shares of(pound)1 each

Issued share capital:                                  (pound)5,000 divided into 5,000 ordinary shares of(pound)1 each

Directors' full names:                                       Jeffrey Raymond White
                                                             Simon Stuart Forrest

Secretary's full name:                                       Emily White
Accounting reference date:                                   30 September
Auditors:                                                    M.P. Saunders & Co.
Bankers:                                                     National Westminster Bank plc
Description of business:                                     Software consultancy and supply

Status:                                                      The company is not and has not been at any time in the
                                                             last 10 years a Company to which the City Code on
                                                             Takeovers and Mergers applies
</TABLE>

SCHEDULE 3

         The Property

<TABLE>
----------------------------------------------------------------------------------------------------------------
<S>                                                                                                 <C>
Short particulars of the Property (stating whether freehold or
leasehold; in the case of leasehold, giving brief details of the
lease; and including short particulars of any tenancy or licence   Title holder                      Use
affecting the title)
----------------------------------------------------------------------------------------------------------------
Leasehold Interest in office premises on ground floor 120 London   Intermethods Limited              Offices
Road,  Kingston  upon Thames under a lease dated 4 January 1989 for a term of 16
years from 25 December 1988
----------------------------------------------------------------------------------------------------------------
</TABLE>

SCHEDULE 4

     Non-Taxation Warranties

1.   Interpretation

                  In  this  Schedule  4  the  following   expressions  have  the
following  meanings :-

      Expression                     Meaning


"the Accounting Date"                   31 December 1999

                                        "the Accounts" The statutory accounts of
                                        the  Company  for  the 15  month  period
                                        which  ended  on  the  Accounting  Date,
                                        comprising in each case a balance sheet,
                                        a profit  and loss  account,  notes  and
                                        directors' and auditors' reports

"Contract"                              Any     agreement,     arrangement    or
                                        understanding whether legally binding or
                                        not

"the Environmental Legislation"         All  statutes  subordinate   legislation
                                        regulations  codes of practice  guidance
                                        noted  and the like from time to time in
                                        force on or before Completion concerning
                                        the  protection  of human  health or the
                                        environment  or  the  conditions  of the
                                        work    place    or    the    generation
                                        transportation   storage   treatment  or
                                        disposal of Hazardous Items including in
                                        particular  EPA  1990,  Environment  Act
                                        1995,   Water  Resources  Act  1991  and
                                        Health  and  Safety at Work etc Act 1974
                                        and    all    subordinate    legislation
                                        regulations   codes  of   practice   and
                                        guidance notes made thereunder

<PAGE>


"EPA 1990"

                                        Environmental Protection Act 1990

"Hazardous Items"                       Any  waste (as  defined  in EPA 1990) of
                                        any kind  noise  vibration  smell  fumes
                                        smoke  soot  ash  dust  grit   pollution
                                        chemicals  leachate  petroleum  products
                                        ground   water    noxious    radioactive
                                        inflammable   explosive   dangerous   or
                                        offensive  gasses or  materials  and any
                                        other   substances  of  whatever  nature
                                        which  may cause  harm to the  health of
                                        living  organisms or to the  environment
                                        or to public health or welfare

"Intellectual Property Rights"          Patents, trademarks, registered designs,
                                        design rights,  trade or business names,
                                        brand  names,  domain  names and get-up,
                                        copyrights,   know   how,   confidential
                                        information   software   and  all  other
                                        intellectual   property   (of   whatever
                                        nature)  in  any  jurisdiction  and  any
                                        applications for the same

"Management Accounts"                   The  unaudited  accounts  of the Company
                                        for  the  eight  month   period  from  1
                                        January   2000   to   31   August   2000
                                        comprising a profit and loss account


2.   Schedules 1 & 2; Capital

     2.1 The information contained in Schedules 1 and 2 is complete and accurate
in all respects

     2.2 The shares of the Company are in issue fully paid and are  beneficially
owned and  registered  as set out in Schedules 1 and 2 free from any third party
right

     2.3 No Contract  has been  entered  into which  requires or may require the
Company to allot or issue any share or loan capital

     2.4 The Company has no interest in the share capital of any body corporate

3.   Information supplied to purchaser

     3.1 The information given in the Disclosure Letter is complete and accurate
in all respects and is not misleading because of any omission or ambiguity

<PAGE>


     3.2 All  information  contained  in any  document or written  communication
supplied to the  Purchaser or any of its advisers by or on behalf of the Vendors
or the Company in the course of the  negotiations  leading to the  execution  of
this  Agreement is complete  and accurate in all respects and is not  misleading
because of any omission or ambiguity

4.   Capacity and authority of the Vendors

     4.1 Each of the  Vendors  has full  power and  authority  to enter into and
perform this  Agreement and each of the other  documents  required to be entered
into by the Vendors pursuant to the terms of this agreement

     4.2 Each of the Vendors may execute and deliver this  agreement and each of
the other  documents  required to be executed by them pursuant to this Agreement
and perform their  respective  obligations  under this agreement and those other
documents without requiring or obtaining the consent of any person, authority or
body

     4.3 This agreement and each of the other documents  required to be executed
by the  Vendors  pursuant  to this  agreement  constitutes  a valid and  binding
obligation on the Vendors in accordance with its terms

5.   Accounts and records

     5.1 The Accounts :-

          5.1.1 comply with the  requirements  of the Act and have been prepared
     in accordance  with all  applicable  accounting  standards (as that term is
     defined  in  section  256 of the  Act)  and  (to  the  extent  that no such
     accounting  standards are  applicable)  with the accounting  principles and
     practices of UK GAAP

          5.1.2 have been prepared on bases and principles  which are consistent
     with those used in the preparation of the audited statutory accounts of the
     Company for the three  financial  years  immediately  preceding  that which
     ended on the Accounting Date

          5.1.3  show  a true  and  fair  view  of the  assets  and  liabilities
     (including  contingent,  unquantified  and  disputed  liabilities)  of  the
     Company  and of the state of  affairs of the  Company as at the  Accounting
     Date and of the results of the Company for the financial year ended on that
     date, and

          5.1.4 are not affected  (except as  disclosed in the  Accounts) by any
     extraordinary or exceptional item

<PAGE>


     5.2 The  accounting  records  of the  Company  are up to date  and  contain
complete and accurate details of all transactions of the Company and comply with
the provisions of sections 221 and 222 of the Act

     5.3 The  Management  Accounts  have  been  properly  prepared  in a  manner
consistent  with  that  adopted  in the  preparation  of the  Accounts,  are not
misleading  and do not  overstate  the profits or  understate  the losses of the
Company in respect of the period to which they relate

     5.4 All the accounting  records and systems  (including  without limitation
computerised accounting systems) of the Company are recorded, stored, maintained
or  operated  or  otherwise  held by the  Company  and are not  wholly or partly
dependent  on any  facilities  or  systems  which are not  under  the  exclusive
ownership  or control of the  Company  and the  Company is  licenced  to use all
software necessary to enable it to continue to use its computerised  records for
the foreseeable  future in the same manner in which they have been used prior to
the date of this agreement and does not share any user rights in respect of such
software with any other person

6.   Unencumbered title

     Each asset  reflected in the Accounts (save for current assets  disposed of
by the Company in the ordinary course of its business since the Accounting Date)
and each asset treated as an asset of the Company and/or used by the Company:-

     6.1 is in the legal and beneficial ownership of the Company,  free from any
third party right and from any Contract to grant the same

     6.2 is situated at the Property, and

     6.3  is  not  to  any  extent   surplus  to   requirements

7.   Debtors & Work-in-Progress

     7.1 The Company has not factored or discounted any debt or agreed to do so

     7.2 All of the debts which are  reflected  in the  Accounts as owing to the
Company (apart from bad and doubtful debts to the extent to which they have been
provided for in the  Accounts) or which have  subsequently  been recorded in the
books  of  the  Company  have  realised  or  will  realise  without  enforcement
proceedings  and within three months of Completion  their full value as included
in the Accounts or in the books of the Company,  and no such debt or any part of
it has been outstanding for more than two months from its due date for payment

     7.3 The Company's  work-in-progress is at its normal level having regard to
current orders and to orders reasonably anticipated from clients or customers of
the Company

     7.4 All of the  Company's  work-in-progress  will be  fully  realisable  at
normal selling prices in the ordinary course of business



<PAGE>


8. Plant & Equipment


     8.1 The plant and machinery,  vehicles,  fixtures and fittings,  furniture,
tools and other  equipment  used in connection  with the business of the Company
are in a good and safe state of repair and  condition  have been  regularly  and
properly maintained and are in satisfactory working order



     1.   All  software  and  hardware  used  by the  Company  is  covered  by a
          maintenance  agreement which is fully  enforceable and full disclosure
          of the  terms of such  maintenance  agreements  has  been  made in the
          Disclosure Letter

     8.3 Neither the hardware nor the software  owned and/or used by the Company
has been  affected  by any  defects  or faults  which have  caused any  material
interruption  to the  Company's  business at any time during the 12 month period
prior to the date of this Agreement

     8.4 The software and hardware used by the Company in the carrying on of its
business permits the Company to do so in a proper and efficient manner, is fully
functional  and there is no reason  why any such  software  or  hardware  should
require modification,  replacement or enhancement to permit the Company to carry
on its business in a proper and  efficient  manner over the 12 month period from
the date of this agreement

     8.5 Each item of equipment and software  program used by the Company in the
course of its business (a "Company System"):-

          8.5.1 has been  produced or amended in a manner  which  ensures that a
     change  of,  reference  to or use of a date after 31  December  1999 in the
     operation of that Company System,  whether alone or in conjunction with any
     other Company System,  will not have a material adverse affect on, nor give
     rise to an  increased  inconvenience  in,  the  operation  of that  Company
     System;

          8.5.2 which exchanges date  information  with any item of equipment or
     software  program  under  the  control  of a third  party (a  "Third  Party
     System") in the course of the  Company's  business so  exchanges  such date
     information in a manner which ensures that the use or inclusion of any date
     or dates after 31 December 1999 is consistent, clearly defined and apparent
     to the user

9.   Property

     9.1 The  particulars  of the Property shown in Schedule 3 (including in the
case of registered land the class of title and title number) are true,  complete
and  correct.  The use of the  Property  for the  purpose  stated in  Schedule 3
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


<PAGE>

     9.2 The  Company  specified  in  Schedule 3 as having  title has a good and
marketable  title to the Property for the estate or interest  stated in Schedule
3, free from any defects,  and has in its possession,  or under its control, all
duly  stamped  deeds and  documents  which are  necessary  to prove title to the
Property

     9.3 The  Company  is not in  occupation  of or  entitled  to any  estate or
interest in any land or premises other than the Property

     9.4 The Property is not affected by any of the following matters :-

          9.4.1 any easement,  reservation,  covenant,  restriction,  agreement,
     licence,  franchise,  mortgage, charge,  encumbrance,  or third party right
     other than such matters  contained  in the lease  referred to in Schedule 3
     and a deed of agreement  dated 18 June 1997 between MKJ Investment  Company
     Limited Intermethods Limited and Telewest Communication Limited

          9.4.2 any notice, order, proposal, dispute or complaint relating to it
     or its present use under any legislation,  agreement,  covenant, condition,
     licence or consent, or

          9.4.3 outgoings (other than uniform business rates,  water charges and
     other  standard  payments  to the  relevant  water  company),  whether of a
     periodically recurring nature or otherwise and whether payable by the owner
     or occupier of the Property  except such outgoings  payable under the lease
     referred to in Schedule 3

     9.5 All obligations,  restrictions, conditions and covenants (including any
imposed by or pursuant to any lease)  affecting  the Property have been observed
and performed and there are no subsisting  allegations of a breach of any of the
same  relating  to the  Property  or its  present  use  under  any  legislation,
agreement, covenant, condition, licence or consent by any competent authority or
other person or any circumstance which might give rise to such a breach

     9.6 The Property is in a good and substantial state of repair and condition
and fit for the purposes for which it is presently  used and no form of asbestos
material  or any  other  deleterious  or  hazardous  material  was  used  in its
construction,   extension,   alteration  or  refurbishment   and  there  are  no
development works or fitting out works outstanding in respect of the Property

     9.7 The use of the  Property  for the  purpose  stated in Schedule 3 is the
permitted  user under the  provisions  of all relevant  legislation  (including,
without limitation,  legislation  relating to town and country planning,  health
and  safety,  and  environmental  protection)  and  regulations  made under such
legislation and is in accordance with the requirements of the local planning and
all other competent  authorities and all restrictions,  conditions and covenants
imposed by or pursuant to such  legislation have been observed and performed and
no agreement has been entered into under  section 106 Town and Country  Planning
Act 1990 (or any similar statutory provision) in respect of the Property

<PAGE>


     9.8  The  replies  given  by the  Vendors'  Solicitors  to the  Purchaser's
Solicitors  written  enquiries  concerning the Property are true and accurate in
all respects

10.  Intellectual property rights

     10.1 The  Company  has no  interest  in any  Intellectual  Property  Rights
(whether registered or not) save for the Intellectual Property Rights details of
which are given in the  Disclosure  Letter all of which are  (where  applicable)
registered in the name of the Company and are beneficially owned by it

     10.2 No act has been done or omitted  to be done and no event has  occurred
or is likely to occur which may render any  Intellectual  Property Rights of the
Company subject to revocation,  compulsory license, cancellation or amendment or
may prevent the grant to or registration by the Company of a valid  Intellectual
Property Right pursuant to any pending application

     10.3 The processes  employed and the products and services  dealt in by the
Company do not use, embody or infringe any Intellectual Property Rights (whether
registered or not) vested in any other party and do not give rise  (contingently
or otherwise) to payment by the Company of any royalty or of any other sum

     10.4 No claim has been made by any third party which alleges any infringing
act or  process  which  would  fall  within  paragraph  10.3 or which  otherwise
disputes  the right of the Company to use any  Intellectual  Property  Right and
there are no circumstances (including any act or omission to act) likely to give
rise to such a claim

     10.5 There exists no actual or threatened  infringement  by any third party
of any Intellectual Property Right held or used by the Company (including misuse
of  confidential  information)  or  any  event  likely  to  constitute  such  an
infringement nor has the Company  acquiesced in the unathorised use by any third
party of any such Intellectual Property Right

     10.6 The Company is not passing off any part of its business as and for the
business of any other person and, so far as the Vendors are aware,  no person is
passing off its business as and for part of the Company's business

     10.7 No claims have been made or threatened by employees or ex-employees of
the  Company to  receive  any  payment  or right in respect of any  Intellectual
Property  Right used by the  Company nor are there any  circumstances  likely to
give rise to such a claim

     10.8  Details of all  licences  granted to or by the  Company in respect of
Intellectual  Property  Rights are set out in the  Disclosure  Letter  including
details of any limit as to time or right of termination affecting the use of the
Intellectual Property Rights

<PAGE>


     10.9 The  Company  is not in  default  under any  licence,  sub-licence  or
assignment  granted to it in respect of any Intellectual  Property Right used by
the Company and no Intellectual  Property Right owned or used by the Company and
no licence of  Intellectual  Property Right of which the Company has the benefit
will be lost, or rendered liable to any right of termination or cessation by any
third party, by virtue of the performance of the terms of this agreement

     10.10 Where  information  of a  confidential  nature has been  developed or
acquired by the Company  for the  purposes of its  business at any time prior to
the date of this Agreement,  such  information  (except insofar as it has fallen
into the public  domain  through no fault of a member of the  Company)  has been
kept strictly  confidential and has not been disclosed otherwise than subject to
an  obligation  of  confidentiality  being  imposed  on the  person  to whom the
information  was  disclosed.  The  Vendors  are not aware of any  breach of such
confidentiality obligations by any third party

11.  Employees

     11.1  Full  particulars  of  the  identities,   date  of  birth,   date  of
commencement  of employment (or  appointment to office) and terms and conditions
of  employment  (including  remuneration  and  any  bonus,   commission,   share
incentives or profit sharing  arrangement)  of all the employees and officers of
the Company are enclosed with the Disclosure Letter


     11.2 The terms of the  engagements  of all  directors  and employees of the
Company are such that they may be terminated at not more than the minimum period
of notice  required  by  statute  and  without  any  liability  for  payment  of
compensation damages or otherwise other than payments provided for by employment
legislation

     11.3 No change  has been made  since  the  Accounting  Date in the terms of
employment of any person currently  employed by the Company,  and the Company is
not party to any Contract to make any such change

     11.4  There are no  amounts  owing to any  present  or former  officers  or
employees  of the Company  and none of them is  entitled to accrued  holiday pay
other than in respect of the Company's current holiday year

     11.5 No employee has been engaged by the Company since the Accounting  Date
and no  person  employed  by the  Company  at or since the  Accounting  Date has
ceased, or given or received notice to cease, to be so employed

     11.6 No dispute has arisen  between  the  Company and a material  number or
category of its employees and there are no present circumstances known which are
likely to give rise to any such  dispute and there is no contract  agreement  or
arrangement  between the Company and any trade union or other body  representing
employees of the Company

<PAGE>


     11.7 The Company has maintained adequate and suitable records regarding the
service of each of its employees and complied with all  agreements  for the time
being relating to them

12.  Pensions

     12.1 There is not and has never been in existence, and no proposal has been
announced to  establish,  any  retirement,  death or disability  benefit  scheme
obligation or arrangement  (whether legally  enforceable or not) for the benefit
of any  present  or  former  officers  or  employees  of the  Company  or  their
dependants

     12.2 No  undertaking  or assurance has been given as to the  continuance or
introduction,  or increase or improvement of any pension rights or  entitlements
which the  Company  would be  required  to  implement  in  accordance  with good
industrial  relations practice,  whether or not there is any legal obligation to
do so

13.  Insurance

     13.1 All assets of the Company of an insurable  nature are, and have at all
material  times  been,  insured in amounts  equal to their full  replacement  or
reinstatement  value against fire and other risks  normally  insured  against by
persons carrying on the same classes of business as the Company. The Company is,
and has at all  material  times  been,  adequately  covered  against  employer's
liability,  public  liability,  product  liability  and  professional  indemnity
liability

     13.2 All premiums  due in relation to the  Company's  insurances  have been
paid, and nothing has been knowingly done or omitted to be done which would make
any policy of  insurance  of the Company  void or voidable 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 Company

     13.3 There is no insurance  claim pending or  outstanding by or against the
Company and, as far as the Vendors are aware, there are no circumstances  likely
to give rise to any such claim

     13.4 All insurances  effected by the Company are renewable annually and not
on any longer term contract

     13.5 Full  particulars  of all the  Company's  insurances  are given in the
Disclosure Letter

<PAGE>


14.  Financial and working capital

     14.1 Full and accurate details of all overdrafts,  loans or other financial
facilities  outstanding  or  available  to  the  Company  are  contained  in the
Disclosure  Letter,  and so far as the Vendors are aware no person who  provides
any such facility has given any indication that it may be withdrawn or its terms
altered

     14.2 The details  contained in the Disclosure Letter of the credit or debit
balances on all the bank or deposit  accounts of the Company were correct at the
date  stated in the  Disclosure  Letter  and since  such date there have been no
payments out of any such accounts  except for routine  payments and the balances
on such accounts are not now substantially  different from the balances shown in
the Disclosure Letter

     14.3 No  person  other  than the  Company  has given  any  guarantee  of or
security for any overdraft loan or loan facility granted to the Company

     14.4 The Company has,  since the  Accounting  Date,  paid its  creditors in
accordance with their respective credit terms

     14.5 Having  regard to existing bank and other  facilities  the Company has
sufficient  working  capital to enable it to perform  in  accordance  with their
terms all Contracts which have been entered into by it

15.  Material contracts

     The Company is not, and has not since the Accounting  Date been, a party to
or subject to any Contract which :-

     15.1  involves  agency,  distributorship,  franchising,  marketing  rights,
information sharing, manufacturing rights, servicing or maintenance

     15.2   involves   partnership,   joint   venture,   consortium  or  similar
arrangements

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

     15.4 commits the Company to capital expenditure

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

     15.6 cannot  readily be  fulfilled  or performed by the Company on time and
without undue or unusual expenditure of money or effort

     15.7 is for the supply of goods  and/or  services  by or to the  Company on
terms under which  retrospective or future discounts,  price reductions or other
financial  incentives  are given by or to the Company  dependent on the level of
purchases or any other factor

     15.8  involves   warranties,   indemnities  or  representations   given  in
connection  with a sale of shares or assets,  or is a guarantee  or indemnity in
respect of the  obligations  of a third  party,  under  which any  liability  or
contingent liability is outstanding

<PAGE>


     15.9  involves  the  Company in any  residual  liability  in respect of any
property at any time assigned or otherwise disposed of by it

     15.10 is not on arm's length terms or is in any way  otherwise  than in the
ordinary and proper course of the Company's business

     15.11 any other  party  shall by  reason  of any  change in the  beneficial
ownership of the Shares be entitled to terminate earlier than it would otherwise
have been entitled to do so or which restricts the Company's  ability to conduct
business

     15.12 a  connected  person (as  defined  by  section  346 of the Act) or an
employee  is a  party  to or has an  interest  in  save  for  the  contracts  of
employment disclosed

16.  Other business matters

     16.1 During the last 12 months there has been no substantial  change in the
basis or terms on which any person is prepared  to do business  with the Company
(apart from normal price  changes),  and no substantial  customer or supplier of
the Company has ceased or  substantially  reduced its business with the Company,
and no  indication  has been  received by the Company or any of the Vendors that
there will or may be any such change, cessation or reduction

     16.2 Save for any guarantee or warranty  implied by law the Company has not
given any guarantee or warranty or made any  representation  in respect of goods
sold or  contracted  to be sold by it and has  not  accepted  any  liability  or
obligation  to  service  repair  maintain  take back or  otherwise  do or not do
anything  in respect of any goods  that  would  apply  after the goods have been
delivered by it

     16.3 A copy of the  Company's  current  standard  conditions of trading are
enclosed with the Disclosure Letter

     16.4 The Company is not a party to any consultancy or management agreement

     16.5  The  Company  does  not  use  on  its  letterhead   books   circulars
advertisements  or vehicles nor otherwise carry on business under any name other
than its corporate name

17.  Company law matters and general compliance

     17.1  Compliance  has been made with all legal  requirements  in connection
with the  formation  of the Company and all issues and grants of shares or other
securities of the Company

     17.2 The copy of the  memorandum and articles of association of the Company
enclosed with the Disclosure Letter is true and complete



<PAGE>


     17.3 All returns, particulars,  resolutions and other documents required to
be filed with or  delivered  to the  Registrar  of Companies by the Company have
been properly filed,  and none has been so filed or delivered  within 14 days of
the date of this Agreement

     17.4 The statutory books  (including all registers and minute books) of the
Company have been properly kept

     17.5  The  Company  has  conducted  its  business  in  accordance  with all
applicable laws and  regulations of the United Kingdom and any relevant  foreign
country

     17.6 No agreement, practice or arrangement to which the Company is party is
or ought to be or ought to have been registered under, or infringes,  the Treaty
of Rome or any  employment,  competition,  anti-restrictive  trade  practice  or
consumer protection legislation applicable in the United Kingdom or elsewhere

     17.7 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 Company

     17.8 The Company has  obtained  all  licences  authorisations  and consents
(private  or  statutory)  required  for the  carrying  on of its  business or in
respect of any activities  processes and substances from time to time carried on
held or stored by it and  copies of the same are  enclosed  with the  Disclosure
Letter

     17.9 All such  licences  authorisations  and consents are in full force and
effect,  there are no circumstances  which may give rise to them being modified,
suspended  or revoked or not renewed in the ordinary  course and all  conditions
attached to such  licences  authorisations  and  consents  have in all  material
respects been complied with

     17.10 No  substantial  part of the Company's  activities are operated under
the agreement or consent of a third party,  nor is there any agreement  (whether
or not in respect of

          Intellectual  Property Rights) which restricts the manner or fields in
          which the

          activities of the Company have been operated or in which the Purchaser
          may

          operate the Company's activities following Completion

18.  Environmental legislation

     18.1 As far as the Vendors are aware the Company has at all times  complied
with the Environmental  Legislation and there is nothing in on over or under the
Property the presence  existence or condition of which  constitutes  a breach of
the  Environmental  Legislation  nor is  any  manufacturing  storage  generation
servicing treatment disposal or other process carried on at the Property in such
a way as to amount to a breach of the same

<PAGE>

     18.2 No  complaints  have  been  made by any  third  party  (including  any
employee)  with  regard to the  Property  and/or  any  activities  processes  or
substances  in on over or under the  Property  as the  result  of any  actual or
alleged breach of the Environmental Legislation or the presence of any Hazardous
Items and there are no circumstances which may lead to any such complaint

19.  Litigation

     19.1  Neither  the Company nor any person for whose acts or defaults it may
be liable is engaged  or  involved  in any  capacity  (whether  as  claimant  or
defendant or otherwise) in any  litigation,  arbitration,  prosecution  or other
legal  proceedings  (whether civil or criminal) or in any proceedings or hearing
before any statutory or governmental body, tribunal, department, board or agency

     19.2 No such  proceedings  are  pending or so far as the  Vendors are aware
threatened and the Vendors are not aware of any facts or circumstances likely to
give rise to any such proceedings

     19.3 There is no  unsatisfied  judgment or  unfulfilled  order  outstanding
against the Company and the Company is not 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

20.  Default

     20.1 The Company has not sold,  supplied or provided any product or service
which did not,  does not or will not  comply  fully  with all  applicable  laws,
regulations  or  standards  or which  was,  is or will be faulty,  defective  or
dangerous or not in accordance  with any  representation  or  contractual  term,
express or implied, relating to it

     20.2 The  Company is not in breach of any  Contract to which it is a party,
and no other party to any such Contract is in breach of it

21.  Insolvency

     21.1 No order has been made, petition presented or meeting convened for the
purpose of considering a resolution for the winding up of the Company.

     21.2 No petition has been presented or made for an administration  order to
be made in relation to the Company.

<PAGE>

     21.3  No  receiver  (including,   without  limitation,  any  administrative
receiver)  has been  appointed in respect of the whole or any part of any of the
property, assets and/or undertaking of the Company.

     21.4 No composition in satisfaction of the debts of the Company,  or scheme
or arrangement of its affairs,  or compromise or arrangement  between it and its
creditors  and/or members or any class of their creditors  and/or  members,  has
been proposed, sanctioned or approved.

     21.5 No distress,  distraint, charging order, garnishee order, execution or
other process has been levied or applied for in respect of the whole or any part
of any of the property, assets and/or undertaking of the Company.

     21.6 The  Company is not  insolvent  or unable to pay its debts  within the
meaning of Section 123 of the  Insolvency Act or has stopped paying its debts as
they fall due.

     21.7 So far as the Vendors are aware, the Company has not been party to any
transaction  with any third  party or  parties  which,  in the event of any such
third party or parties going into  liquidation or an  administration  order or a
bankruptcy  order being made in relation to it or them, may constitute (in whole
or in part) a transaction at an undervalue,  a preference,  an invalid  floating
charge or an extortionate  credit transaction or part of a general assignment of
debts, or (in Scotland) an unfair preference or a gratuitous  alienation,  under
Section 238 to Section 245 of the Insolvency Act 1986.

     21.8 All charges in favour of the  Company  required  to be  registered  in
accordance with the provisions of Sections 395 and 398 of the Companies Act have
been so registered or comply with all necessary  formalities as to  registration
or otherwise in any foreign country.

     21.9 No person who at present  is, or who at any time within the last three
years was, a director or officer of the Company is, or at any material time was,
subject to any  disqualification  order under the Companies  Act, the Insolvency
Act 1986 or the Company Directors Disqualification Act 1986.

     21.10 No events or  circumstances  analogous to any of those referred to in
paragraphs  18.1 to 18.9 have  occurred,  subsist  or, so far as the Vendors are
aware, are contemplated in or outside England.

     21.11 No steps have been taken or are  contemplated by the directors of the
Company or any of them or, so far as the Vendors are aware,  by any third party,
and no  circumstances  exist,  which may at any time  hereafter lead to a result
which would if the statements  contained in paragraphs  18.1 to 18.10 above were
then repeated cause them no longer to be true or accurate.


<PAGE>

     21.12 No floating  charge created by the Company has  crystallised  and, so
far as the Vendors are aware, there are no circumstances  likely to cause such a
floating charge to crystallise.

22.  Events since the Accounting Date

     Since the Accounting Date :-

     22.1  there has been no  reduction  in the net asset  value of the  Company
determined in accordance with the same  accounting  policies as those applied in
the Accounts (and valuing no asset at a figure greater than the value attributed
to it in the Accounts or, in the case of any asset acquired since the Accounting
Date, greater than cost)

     22.2 the Company has not acquired,  or agreed to acquire,  any single asset
having a value in excess of  (pound)2,000 or assets having an aggregate value in
excess of (pound)5,000

     22.3 the Company has not disposed of, or agreed to dispose of, any asset or
incurred,  or agreed to incur,  any  debts or  liability  (including  contingent
liabilities) other than in the ordinary course of business

     22.4 the trade and  business  of the  Company  has been  carried  on in the
ordinary and normal course

     22.5 there has been no adverse change in the financial or trading  position
or prospects of the Company

     22.6 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 Company



SCHEDULE 5

         Taxation

PART I - INTERPRETATION

     1.   Interpretation

     In this Schedule 5 :-

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


  Expression                           Meaning

"the  Accounting  Date"                 The same  meaning as in  paragraph  1 of
                                        Schedule 4

"ACT"                                   Advance  corporation  tax

"the Auditors"                          The  auditors  for the time being of the
                                        Company

"the Balance  Sheet"                    The  balance  sheet of the Company as at
                                        the Accounting  Date and comprising part
                                        of the Accounts

"CAA"                                   Capital Allowances Act 1990

"Claim"                                 Any notice, demand,  assessment,  letter
                                        or  other  document   issued  or  action
                                        taken,  by or on behlaf 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

"Dispute"                               Any  dispute,  appeal,  negotiations  or
                                        other  proceedings in connection  with a
                                        Claim

"Event"                                 Any   event,    fact   or   circumstance
                                        whatsoever  including but not limited to
                                        :-

                                        (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

                                        (e) the sale or  purchase  of the Shares
                                        pursuant to the Agreement and

                                        (f) Completion

"FA"                                    Finance Act

"Group Relief"                          The meaning given to that  expression by
                                        section 402 ICTA

<PAGE>


"ICTA"                                  Income and Corporation Taxes Act 1988

"IHTA"                                  Inheritance Tax Act 1984

"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   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)

"Purchaser's Relief"                    (a) Any relief  which was  treated as an
                                        asset  of the  Company  in  the  Balance
                                        Sheet, and



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

                                        (c) Any Relief  which arises as a result
                                        of  any  Event  which  has  occurred  or
                                        occurs after the Accounting Date

"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

<PAGE>

"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 but not limited to
                                        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, stamp duty reserve tax, national
                                        insurance     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
                                        impost,   asses  or  collect   Taxation,
                                        including  but not  limited to the Board
                                        of Inland Revenue,  the Commissioners of
                                        Customs and Excise and the Department of
                                        Social Security

"Taxation Statute"                      Any statute  relating  to Taxation  (and
                                        all   regulations  and  other  documents
                                        having  the  force  of  law  under  such
                                        statute) published,  enacted,  issued or
                                        coming   into   force   on   or   before
                                        Completion

"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

<PAGE>


     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

     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)

     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, and

     1.5  references  to any statute or statutory  provisions  will,  unless the
context otherwise requires,  be construed as including references to any earlier
statute or the corresponding provisions of any earlier statute, whether repealed
or not, directly or indirectly  amended,  consolidated,  extended or replaced by
such  statute  or  provisions,  or  re-enacted  in such  provisions,  and to any
subsequent  statute or the  corresponding  provisions of any subsequent  statute
directly  or  indirectly  amending,   consolidating,   extending,  replacing  or
re-enacting the same, and will include any orders,  regulations,  instruments or
other  subordinate  legislation  made under the  relevant  statute or  statutory
provisions


<PAGE>


PART II - TAX COVENANT

2.   Covenant

     Subject to the  provisions  of this Part II of this Schedule 5, 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 under section 767A ICTA, section
132 FA 1988 or  section  178,  179,  189,  190 or 191  TCGA as a  result  of the
combined effect of two or more Events,  the first of which occurred on or before
Completion, and

     2.3 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, and

<PAGE>


     2.4 any  Liability  to  Taxation  which  arises as a result of any  supply,
acquisition  or importation  made or deemed to be made after  Completion for the
purposes  of VAT by any member of any VAT Group  other than the  Company and any
other Group Member, and

     2.5 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  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  Balance  Sheet  or, in the case of an asset
acquired after the Accounting Date, the cost of the asset, and

     2.6 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 ten
years  beginning on or before  Completion  with the  acquisition of an asset, as
mentioned in section 154(2)(c) TCGA, and

     2.7 any  liability  of the Company to make a payment in respect of Taxation
to any person  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 but not limited to :-

          2.7.1 any  liability  of the  Company  to make a payment in respect of
     Taxation to any person under any indemnity,  covenant,  guarantee or charge
     entered into by the Company on or before Completion, and


          2.7.2 any  liability  of the  Company  to make a payment in respect of
     Taxation to any person under any agreement or  arrangement  relating to the
     surrender of Group Relief,  ACT or any other Relief or to any VAT Group, in
     either case entered into by the Company on or before Completion, and

     2.8 any reasonable  costs,  fees or expenses incurred by the Company or the
Purchaser in connection with :-

          2.8.1 any Liability to Taxation or other liability in respect of which
     the Vendors are liable under any of paragraphs 2.1 to 2.7, or

          2.8.2 any Claim or any Dispute, or

<PAGE>

          2.8.3 taking or  defending  any action  (including  but not limited to
     legal proceedings) under this Part II of this Schedule 5

3.   Quantification

     For the  purposes of paragraph 2 the amount of a Liability to Taxation or a
liability of the kind  mentioned in paragraph  2.7 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 :-

          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  paragraph  2 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  the  Accounting  Date and the  discharge  of such  Liability  to
     Taxation or other liability was recognised in the Balance Sheet, or

          4.1.2  provision was made in the Balance  Sheet for such  Liability to
     Taxation or other liability, or

          4.1.3 such  Liability  to Taxation or other  liability  would not have
     arisen but for any Event which occurred in the ordinary  course of business
     of the Company after the Accounting Date and on or before Completion, or

<PAGE>

          4.1.4  payment has  already  been made by the  Vendors,  either to the
     Purchaser or the relevant Taxation Authority,  in respect of such Liability
     to  Taxation  or other  liability  under  this  Part II or Part III of this
     Schedule 5, or

          4.1.5 such  Liability  to Taxation or other  liability  would not have
     arisen but for a change in  legislation  (including  but not  limited to an
     increase in rates of Taxation) or in the published practice of any Taxation
     Authority  first enacted or announced  after  Completion or any decision of
     the courts  made after  Completion  which  alters  the  generally  accepted
     interpretation of any legislation as at the date of this Agreement, or

          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 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, or

          4.1.7 such claim arises or is  increased as a result of the  Purchaser
     being in breach of its  obligations  under  paragraph  7 of this Part II of
     this  Schedule 5 and such breach is  incapable of remedy or is not remedied
     within 21 days after the Vendors  shall have given notice to the  Purchaser
     requiring such breach to be remedied

     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  (as  defined in section  209 and 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

<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

     4.3 For the purposes of paragraph  4.1.6 neither of the  following  will be
regarded as a voluntary act, transaction or omission of the Company:-

          4.3.1 any voluntary act,  transaction or omission which is carried out
     or occurs in the ordinary course of business of the Company

          4.3.2 any voluntary act,  transaction or omission which is carried out
     or occurs  pursuant to a legally  binding  obligation  entered  into by the
     Company  on or  before  Completion  or is  imposed  on the  Company  by any
     legislation whether coming into force before, on or after Completion

5.   Deductions from payments

     5.1 Except as required by law all  payments by the Vendors  under this Part
II of  this  Schedule  5 will be made  free  and  clear  of all  deductions  and
withholdings (whether in respect of Taxation or otherwise)

<PAGE>


     5.2 If any deduction or  withholding is required by law to be made from any
payment by the Vendors under this Part II of this Schedule 5 or if (ignoring any
available Relief) the Purchaser is subject to Taxation in respect of any payment
by the Vendors under this Part II of this Schedule 5, the Vendors  covenant with
the Purchaser to pay to the Purchaser such additional  amount as is necessary to
ensure that the net amount received and retained by the Purchaser  (after taking
account of such  deduction  or  withholding  or Taxation) is equal to the amount
which it would have  received  and retained had the payment in question not been
subject to the deduction or withholding or Taxation

6.   Due date for payment

     6.1 The due date for the making of a payment by the Vendors under this Part
II of this Schedule 5 will be :-

          6.1.1 the date  falling five  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  mentioned  in  paragraph  6.1.1 and the date falling
     five 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 II of
this  Schedule 5 is not made by the due date,  ascertained  in  accordance  with
paragraph  6.1 then,  except to the extent  that the  Vendors'  liability  under
paragraph 2  compensates  the  Purchaser  for the late  payment by virtue of the
definition of the expression  "Taxation" in paragraph 1.1 extending to interest,
such payment will bear interest from the due date for payment at the annual rate
of 2 per  cent  above  the  base  lending  rate  from  time to time of  National
Westminster Bank plc,  accruing on a daily basis until payment is made,  whether
before or after any judgment

7.   Claims procedure

     7.1 The Purchaser will as soon as reasonably practicable give notice of any
Claim to the Vendors and in any event within 12 Business Days of becoming  aware
of such Claim,  provided  that the giving of such notice will not be a condition
precedent to the liability of the Vendors under paragraph 2

     7.2 Provided that the Vendors indemnify 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 and  damages 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
reasonable  costs, 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 Claim,
including but not limited to :-

<PAGE>


          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 Claim  where any  Taxation  Authority
     alleges dishonest or fraudulent  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) 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  or 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 Claim, and

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

     7.4 The  Purchaser  may  withhold  its  consent to the taking of any action
mentioned in paragraph  7.3 which it 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 but otherwise its consent will not be unreasonably withheld

     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 II of
this Schedule 5:-

          1.   the Purchaser will be entitled,  at the Vendors'  reasonable 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


          2.   the  Purchaser  will not be obliged to procure  that the  Company
               appeals  against any assessment to or demand for Taxation  unless
               within ten 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, and

<PAGE>


          7.6.3 if the  Vendors  fail  promptly  (and in any  event  within  ten
     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 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 seven
years after  Completion  the  Purchaser  has given  notice to the Vendors of any
Claim whatsoever  relating to such Liability to Taxation or other liability,  or
of any Event which may give rise to such a Claim

     8.2 The time limit in paragraph 8.1 will not apply in any case involving :-
8.2.1  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, 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, in which case the time limit
     in  paragraph  8.1 will be deemed to be seven  years after the last of such
     Events to occur

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 If, at the request and cost of the Vendors,  the Auditors shall certify
that any provision  for Taxation  (not being a provision for deferred  taxation)
contained  in  the  Balance  Sheet  is an  over-provision,  the  value  of  such
over-provision shall be set against the liability of the Vendors under paragraph
2, except in so far as such  over-provision  is  attributable to the effect of a
change in rates of taxation  after the date hereof,  but no  deduction  shall be
made from any  payment  which the  Vendors  shall be obliged  to make  hereunder
unless such certificate is in existence on the due date for that payment. In the
event that such a  certificate  is given after the  Vendors  have made a payment
hereunder,  the  Purchaser  shall refund to the Vendors  (without  interest) any
payment  made by the Vendors to the extent that such  over-provision  could have
been set against  such payment if the  certificate  had been in existence on the
due date of payment.  The  Purchaser  shall  co-operate  in  obtaining  any such
certificate if the Vendors shall so request.

<PAGE>


     9.3 The  Company  will use any  Relief  which  gives  rise to a  Saving  in
priority to 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

     9.4 In  determining  whether the  Company has  obtained a Saving or that an
over provision  exists,  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 reasonable  expenses incurred by the Company,  the Purchaser or
     any other  member of the same  group of  companies  as the  Purchaser  as a
     result of or in order to achieve 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 entitled to
     recover any amount  mentioned in paragraph 10.1, the Purchaser will as soon
     as  reasonably  practicable  give  notice  of the fact to the  Vendors  and
     provided  that the Vendors  indemnify  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 and damages 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 reasonable  costs and expenses which may be incurred
     thereby,  the Purchaser will procure that the Company, at the Vendors' cost
     and expense,  takes such action as the Vendors may  reasonably and promptly
     request to effect such recovery

<PAGE>

     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 II of this  Schedule 5 will be
treated as  repayments by the Vendors of the  Consideration,  provided that this
paragraph  11 will not operate in any way to limit the  liability of the Vendors
under this Part II of this Schedule 5

PART III - 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 so far as the  Vendors  are aware,  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 so far as the Vendors are aware 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 so far as the Vendors are aware there
are no circumstances which are likely to give rise to any such investigation


<PAGE>


     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 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

     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 so far as the Vendors are aware 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 TMA or any other Taxation Statute and has not since the
Accounting  Date  become  subject  to any  forfeiture  by  virtue  of  any  such
provisions or to the operation of any penal provisions contained in any Taxation
Statute

     13.2 So far as the Vendors are aware, 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 reliefs

     14.1 The Company has  sufficient  records 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

<PAGE>

     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
before Completion

     14.5 No relief (whether by way of deduction, reduction, set off, exemption,
repayment or allowance or otherwise) from, against or in respect of any Taxation
has  been  claimed  by  and/or  given  to the  Company  which  would or might be
effectively  withdrawn,  postponed,  restricted or otherwise lost as a result of
any act, omission,  event or circumstance  arising,  occurring or effected on or
before 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

     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,  and has at no 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

<PAGE>


     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,  and is under no
obligation to make any such payment or provide such benefit

     15.9 The  Company  is not and 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

     15.11 The Company has not elected  that any dividend it has paid be treated
as a foreign income dividend as described in Chapter VA Part VI ICTA

     15.12 The Company has not paid any dividend to which  section 246T ICTA has
applied

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

     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 notifications  and 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 in
relation to such payments and benefits as are mentioned in paragraph 16.2


<PAGE>


     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

     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  company as defined in
section 414 ICTA

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

     17.3 The Company has not at any time:-

          17.3.1 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

          17.3.2  made a transfer of value which is or may be liable to Taxation
     under the provisions of section 94 IHTA

     17.4 No  distribution  within section 418(2) ICTA has ever been made by the
Company

<PAGE>


18.  Group transactions

     The Company has not at any time:-

     18.1  acquired  any  asset  from  any  company  which  at the  time  of the
acquisition  was a member of the same group of  companies  as defined in section
170 TCGA;

     18.2 entered into or been  otherwise  involved in any  transaction to which
section 774 ICTA applies;

     18.3  surrendered  or claimed or agreed or arranged to  surrender  or claim
(and  prior to  Completion  will not  surrender  or claim or agree or arrange to
surrender or claim) any amount by way of Group  Relief  pursuant to sections 402
to 413  (inclusive)  ICTA and has not made or received and is not liable to make
or entitled to receive a payment for Group Relief;

     18.4  surrendered  or claimed or agreed or arranged to  surrender  or claim
(and  prior to  Completion  will not  surrender  or claim or agree or arrange to
surrender  or claim) any amount of ACT  pursuant to section 240 ICTA and has not
made or received and is not liable to make or receive a payment for surrender of
ACT;

     18.5 joined in the making of any  election  pursuant to section 247 ICTA or
paid any dividend  without paying ACT or made any payment  without  deduction of
income tax in circumstances  such that ACT ought to have been paid or income tax
ought to have been deducted as mentioned in section 247(6) ICTA;

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

     18.7 been the subject of or otherwise  involved in any  arrangements as are
referred to in section 240(11) or 410 ICTA;

     18.8  acquired  an asset as  trading  stock from a member of the same group
where the asset did not form part of the trading  stock of any trade  carried on
by the other  member,  as  mentioned in section  173(1) TCGA,  or disposed of an
asset  which  formed part of the  trading  stock of any trade  carried on by the
Company to another member of the same group which  acquired the asset  otherwise
than as trading stock of a trade carried on by the other member, as mentioned in
section 173(2) TCGA;

     18.9 been,  and there are no  circumstances  by virtue of which the Company
could be,  assessed or charged to corporation tax by virtue of the provisions of
section  178(9),  179(11),  190 or 191 TCGA and is not  entitled  to  recover or
liable  to have  recovered  from  it any  sums  paid  pursuant  to any of  those
sections; or

     18.10 ceased to be a member of a group of  companies in such  circumstances
that a profit or gain was  deemed to accrue to the  Company by virtue of section
178 or 179 TCGA or at a time when it held an  interest  in land which could have
been  chargeable  to Taxation  under  section 21  Development  Land Tax 1976 and
neither the execution of this Agreement nor Completion will result in any profit
or gain being deemed to accrue to the Company for any Taxation  purpose  whether
pursuant to section 178 or 179 TCGA or otherwise

<PAGE>


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, but without limitation, 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 786
(inclusive), 787 and 798 ICTA could apply

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  assets  within the meaning of
section 44 TCGA which do not qualify in full for capital allowances as described
in section 47(1) TCGA

<PAGE>

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 is
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 purposes;

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

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

<PAGE>

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

     22.14  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;

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

     22.16 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 ended 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 Nothing has occurred  since the  Accounting  Date as a result of which
the Company could be required to bring a disposal value into account or suffer a
balancing  charge for the purpose of capital  allowance under section 4, 24, 87,
100 or 128 CAA or a withdrawal of first year  allowances or a recovery of excess
relief under section 46 or 47 CAA

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

     23.5 The Company has not made any election  under  section 37 CAA nor is it
taken to have made any such election under section 37(8)(c) CAA

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

24.  VAT: general

     24.1 The Company:-

<PAGE>

          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 & Excise;

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

          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 & Excise under paragraph
     6 Schedule 11 VATA;

          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 provisions;

          24.1.5 has not within the last two years 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  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 last ten
     years had any  interest  in any assets to which Part XV of the Value  Added
     Tax Regulations 1995 apply; 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 the Company are taxable
supplies  for the purposes of the VATA and the Company has not been and will not
be denied credit for any input tax by reason of the operation of section 26 VATA
or otherwise

     24.3 All goods or services  supplied to the Company,  or goods  imported by
the  Company,  in respect of which the Company has claimed  credit for input tax
under  section 25 VATA,  are used or to be used  wholly for the  purposes of the
Company's business

     24.4 The Company 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

<PAGE>

     24.5 The Company has never been  registered for the purposes of value added
tax by reason of its intention to make taxable  supplies  (within the meaning of
section 4 VATA)

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

25.  VAT: property transactions

     25.1 The Company has not incurred  any  liability in respect of value added
tax (whether to H.M. 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  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  work such as
is referred to in Item 1(a) Group 1 Schedule 9 VATA

     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

     25.5 The Company has not incurred any  liability  under the  provisions  of
paragraph 6 Schedule 10 VATA or the Value Added Tax (Self Supply of Construction
Services) Order 1989 and there are no  circumstances in existence at the date of
this  Agreement  whereby the Company would become so liable on the occurrence of
any of the events mentioned in paragraph  5(1)(a) or 5(1)(b) Schedule 10 VATA or
paragraph 3 of the Value Added Tax (Self Supply of Construction  Services) Order
1989

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 the
Company being so liable

     26.3  Within  the last five  years the  Company  has not made any claim for
relief or exemption under section 42 FA 1930 or section 75, 76 or 77 FA 1986

<PAGE>


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 does not own and has not at any time owned any interest in
a controlled foreign company within the meaning of sections 747 and 752 ICTA

     27.7 The Company is not, and has not at any time since 1st 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 184
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.  The Balance Sheet

     The Balance  Sheet fully  provides  for all  Taxation  (on the basis of the
rates  applicable  to the  financial  year which ended on the  Accounting  Date)
liable to be assessed on or in respect of or by reference to:-



<PAGE>

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

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

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

29.  Post-Accounting Date

     Since the Accounting Date:-

     29.1 the  Company  has not  incurred  and has not  become  liable  to incur
expenditure  which  will not be  wholly  deductible  in  computing  its  taxable
profits,  except  for  expenditure  on the  acquisition  of an  asset to be held
otherwise than as Stock and expenditure for entertainment, details of which are,
in each case, set out in the Disclosure Letter;

     29.2 no event has occurred which has given rise or will or may give rise to
a  liability  to  Taxation  on the  Company in respect of deemed (as  opposed to
actual) income,  profits or gains or which has resulted or will or may result in
the Company becoming liable to Taxation directly or primarily chargeable against
or attributable to another person;

     29.3 the Company has not entered into any transaction  which has given rise
or may give rise to a Liability to Taxation on a chargeable gain; and

     29.4 no event  has  occurred  as a result  of which  the  Company  could be
required to bring a disposal value into account or suffer a balancing charge for
the purposes of capital  allowances under section 4, 24, 87, 100 or 128 CAA or a
withdrawal of first year allowances or a recovery of excess relief under section
46 or 47 CAA

30.  Losses and ACT

     30.1  Within the last  three  years  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

     30.2  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 ICTA has
been or may be applied to deny relief in respect of any ACT or loss or losses or
excess charges or income of the Company

31.  Shares and securities

     31.1 The Company has not at any time:-

          31.1.1  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;

<PAGE>

          31.1.2  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;

          31.1.3 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

     31.2 The Company does not hold or have in issue:-

          31.2.1 any quoted  Eurobond  within the  meaning of section  124 ICTA;
     31.2.2 any shares or  securities  (as  defined in section  132(3)(b)  TCGA)
     other than the Shares;

          31.2.3 any qualifying corporate bond (as defined in section 117 TCGA);

          31.2.4 any deep discount  security (as defined in paragraph 1 Schedule
     4 ICTA);

          31.2.5 any deep gain  security  (as defined in paragraph 1 Schedule 11
     FA 1989);

          31.2.6 any  qualifying  indexed  security  (as defined in  paragraph 2
     Schedule 11 FA 1989);

          31.2.7 any qualifying  convertible security (as defined in paragraph 2
     Schedule 10 FA 1990);

          31.2.8 any gilt-edged security falling within paragraph 20 Schedule 11
     FA 1989 or any non-gilt-edged security falling within paragraph 21 Schedule
     11 FA 1989;

          31.2.9 any  security  as defined in section  710 ICTA and has not made
     any transfer to which sections 711 to 728 (inclusive) ICTA could apply; or

          31.2.10 any debt which is a  qualifying  debt as defined in section 61
     FA 1993

<PAGE>


EXECUTED as a deed                  )
by JEFFREY RAYMOND WHITE            )
in the presence of:-                )

Witness's signature:
Name:
Address:


Occupation:



EXECUTED as a deed                  )
by DON STEWART                      )
in the presence of:-                )
Witness's signature:
Name:
Address:


Occupation:



EXECUTED as a deed                  )
by SIMON STUART FORREST             )
in the presence of:-                )
Witness's signature:
Name:
Address:


Occupation:

EXECUTED as a deed                  )
by VIZACOM, INC.                    )
in accordance with its constitution )
the laws of the State of Delaware   )