DATED 21ST DECEMBER 1998




                              A. ANDREW AND OTHERS


                                     - and -


                              ELEMENTS (UK) LIMITED


                                     - and -


                           INTERFACE GRAPHICS LIMITED





                   ------------------------------------------
                            SHARE PURCHASE AGREEMENT
                                 BY WAY OF DEED
                   ------------------------------------------










                                   WILDE SAPTE
                                  1 Fleet Place
                                 London EC4M 7WS

                               Tel. 0171 246 7000
                               Fax. 0171 246 7777

<PAGE>

                                TABLE OF CONTENTS


Clause        Heading                                                Page Number

1.            DEFINITIONS AND INTERPRETATION...................................1
2.            SALE AND PURCHASE................................................8
3.            CONDITIONS PRECEDENT.............................................9
4.            INITIAL CONSIDERATION AND DEFERRED CONSIDERATION................10
5.            POSITION PENDING COMPLETION.....................................12
6.            COMPLETION......................................................16
7.            DELIVERY TO SOLICITORS..........................................19
8.            WARRANTIES......................................................19
9.            MEASURE OF DAMAGES..............................................20
10.           LIMITATION OF WARRANTORS' LIABILITY.............................22
11.           COVENANTS OF THE COVENANTORS....................................24
12.           POWER OF ATTORNEY...............................................26
13.           WAIVERS.........................................................27
14.           POST-COMPLETION OPERATION.......................................27
15.           COSTS AND WITHHOLDINGS..........................................28
16.           ASSIGNMENT......................................................28
17.           ANNOUNCEMENTS...................................................28
18.           JURISDICTION....................................................29
19.           NOTICES.........................................................30
20.           INVALIDITY......................................................30
21.           FURTHER ASSURANCE...............................................30
22.           ENTIRE AGREEMENT................................................31
23.           TIME OF THE ESSENCE.............................................31
24.           COUNTERPARTS....................................................31


SCHEDULE 1 - Part I - The External Vendors....................................33
SCHEDULE 1 - Part II - The Employee Vendors...................................34
SCHEDULE 2 - The Company......................................................36
SCHEDULE 3 - Confirmation of No Claims - Part 1 - Directors and Secretary.....37
SCHEDULE 3 - Confirmation of No Claims - Part 2 - The Vendors.................38
SCHEDULE 3 - Confirmation of No Claims - Part 3 - Auditors....................39
SCHEDULE 4 - The Warranties...................................................40
SCHEDULE 5 - The Property - Property Details..................................71


<PAGE>

--------------------------------------------------------------------------------
 AGREED FORM DOCUMENTS                                     CLAUSE REFERENCE
--------------------------------------------------------------------------------
 o    Shareholders' powers of attorney                     Clause 6.2.1
--------------------------------------------------------------------------------
 o    Deed of Tax Covenant                                 Clause 6.2.3
--------------------------------------------------------------------------------
 o    Disclosure Letter                                    Clause 6.2.4
--------------------------------------------------------------------------------
 o    Certificate of Non-Crystallisation                   Clause 6.2.8
--------------------------------------------------------------------------------
 o    Shareholders' resolution of the Company adopting     Clause 6.2.12
      new articles of association
--------------------------------------------------------------------------------
 o    Board minutes of the Company                         Clause 6.3
--------------------------------------------------------------------------------
 o    Board resolution of the Purchaser
--------------------------------------------------------------------------------
 o    Indemnity in respect of lost share certificates      Clause 6.2.2
--------------------------------------------------------------------------------
 o    Termination Agreement                                Clause 6.2.13
--------------------------------------------------------------------------------
 o    Vendors' Solicitors Undertaking                      Clause 6.2.9
--------------------------------------------------------------------------------




<PAGE>

THIS DEED is made the 21st December 1998

BETWEEN:

(1)     THE SEVERAL PERSONS whose names and addresses are set out in  Schedule 1
        (together the "VENDORS");

(2)     ELEMENTS (UK) LIMITED,  a company registered  in England and Wales  with
        registered  number  02888039  and  having  its registered  office  at 48
        Margaret Street, London W1N  7FD (the "PURCHASER"); and

(3)     INTERFACE  GRAPHICS  LIMITED,  a  company  registered  in  Scotland with
        registered number  SC137315 and having its registered office at Sandport
        House, 17 Coburg Street, Edinburgh EH6  6ET (the "COMPANY")


WHEREAS:

(A)     The  Vendors are  together  the beneficial  owners of  the whole  of the
        issued and allotted share capital in the Company and each of the Vendors
        is  the beneficial  owner of  the number  of shares  in the  Company set
        against his name in Schedule 1.

(B)     The Vendors have  agreed to sell and the Purchaser has agreed to buy the
        whole  of the issued  and allotted share  capital in the  Company on the
        terms and conditions hereinafter contained.


NOW IT IS HEREBY AGREED as follows:

1.      DEFINITIONS AND INTERPRETATION

        In this Deed (including the Recitals and Schedules),  unless the context
        otherwise  requires  or  except  as  otherwise   expressly  provided:

     1.1   DEFINITIONS

           "ACCOUNTS"  means in relation to  the Company  its audited  financial
           statements  including  its  balance  sheet as  at  the  Last Accounts
           Date,  an  audited  profit  and  loss  account  (including  any notes
           thereto) of the Company for the financial year


                                      -1-
<PAGE>

           ended  on  the Last  Accounts Date  and  all  reports,  accounts, and
           other  documents required  by  law  to  be included  in  or  attached
           thereto;

           "AGREED  FORM"  means  in  a  form   approved  by   the  Parties  and
           initialled  for identification  by or  on behalf  of  the Vendors and
           the Purchaser;

           "BUSINESS"  means  the business  of the Company as  carried on  as at
           the Completion Date;

           "BUSINESS DAY"  means  any  day (other  than  a Saturday or a Sunday)
           which is not a public or bank holiday in England or in Scotland;

           "COMPANIES  ACT"  means the  Companies Act  1985 (as  amended  by the
           Companies Act 1989);

           "COMPLETION"  means  the completion  of the  sale and purchase of the
           Shares in accordance with Clause 6;

           "COMPLETION  DATE"  means 31st  January 1999  or  such other date  as
           shall be agreed in writing between the Parties;

           "CONDITIONS PRECEDENT" means the conditions set out in Clause 3;

           "CONSIDERATION  SHARES" means  such number of Common  Shares of $0.01
           each in the capital of Unidigital  as  are admitted to  NASDAQ and as
           shall  in aggregate  have  a value  of  (pound)131,992.05  and  which
           shall  rank pari  passu  in  all  respects and  form a class with the
           existing Common  Shares of  Unidigital to be  allotted  and issued to
           the Employee Vendors pursuant to Clause 6.4;

           "COVENANTORS"  means  the External  Vendors, John O Warren,  Alistair
           Fisher  and Margaret Craig  (all of  whose  addresses are  set out in
           Schedule 1);

           "DEED  OF TAX  COVENANT"  means a deed of covenant in the Agreed Form
           to be executed by the Vendors and delivered on Completion;

           "DEFERRED CONSIDERATION" means  the consideration  due to the Vendors
           pursuant to Clauses 4.4 to 4.7 (inclusive);


                                      -2-
<PAGE>

           "DISCLOSURE  LETTER"  means  the letter  of even date herewith in the
           Agreed Form (which may  be updated by  or on behalf of the Warrantors
           prior to Completion) and which  is to be  delivered  to the Purchaser
           by or  on behalf of the  Warrantors  and accepted by  or on behalf of
           the Purchaser respectively on the date hereof and at Completion;

           "EMPLOYEE VENDORS"  means  the persons  whose names and addresses are
           set out in Schedule 1 Part II;

           "ENVIRONMENTAL  LAWS" means  any  legislation (including regulations,
           codes  of practice,  circulars or  guidance notes  made   thereunder)
           relating  to  environmental matters  including (without limitation):-

           a) waste;

           b) contaminated land;

           c) discharges to land, ground and surface water and sewers;

           d) emissions to air;

           e) noise;

           f) dangerous, hazardous and toxic substances and materials;

           g) nuisance; and

           h) health and safety.

           "EXTERNAL VENDORS"  means  the persons  whose names and addresses are
           set out in Schedule 1 Part I;

           "EXISTING  FLOATING CHARGE"  means the  floating  charge  dated  25th
           October  1993  granted to  the  Governor and Company  of the Bank  of
           Scotland by the Company;

           "FINANCIAL  YEARS" means each of  the financial  years of the company
           ending on 31st August 2000 and 31st August 2001;


                                      -3-
<PAGE>

           "GROUP"  shall  have the  meaning ascribed thereto  in section 262 of
           the Companies Act 1985;

           "INITIAL CONSIDERATION"  means  the consideration due  to the Vendors
           pursuant to Clause 4.1;

           "INTELLECTUAL PROPERTY RIGHTS"  has  the meaning ascribed  thereto in
           paragraph 8.1 of Schedule 4 Part 1;

           "LANDLORDS"  means  Knowe Properties Limited, a Company registered in
           Scotland with  registered  number  48970, and  having its  registered
           office at 37 Queen  Street, Edinburgh, EH2 1JX.

           "LAST ACCOUNTS DATE" means 31st May 1998;

           "LEASES"  means (i) lease between the Landlords and the Company dated
           25th January and 9th  February and registered in the Books of Council
           Session  on 14th  June 1994  as  varied and  extended  by a Minute of
           Variation and  Extension  of Lease  between  the  Landlords  and  the
           Company  dated 7th and 23rd  April 1997 as  further varied by Minutes
           of  Variation of Lease  between the  Landlords and the Company  dated
           4th October 1998  and  subsequent dates;  and (ii) Lease  between the
           Landlords  and Coda  Technologies  Limited  constituted  by  missives
           dated 24th and 26th August as  amended by letters dated 25th and 28th
           October  and  registered  in  the  Books of  Council Session  on  3rd
           November  1994 as  further  amended  by  letters of 24th May and 29th
           June  1995  as  assigned  and  varied  by Minute  of Assignation  and
           Variation   between  the  Landlords,  the Company  and the  said Coda
           Technologies Limited dated 12th October 1998 and subsequent dates.

           "LP(MP)A"  means the Law  of Property  (Miscellaneous Provisions) Act
           1994;

           "PROFIT"  means the profit  on the ordinary activities of the Company
           before   taxation;  extraordinary   items    and   after   reasonable
           management  charges up  to a  maximum of (pound)56,000  in any of the
           Financial  Years for  each  Financial  Year as  shown by the  audited
           profit and loss  account  of  the  Company  for  the  Financial  Year
           in question,  such  audited  profit and loss  account to be  prepared
           in  accordance  with   the  Company's  standard  accounting  policies
           and  procedures;  "PROPERTY"  means  the  property  short  details of
           which  are set out in Schedule 5;


                                      -4-
<PAGE>

           "PURCHASER"  means  Elements (UK) Limited or its successors  in title
           and  permitted  assigns  (as  the case  may  be)  in  terms  of  this
           Agreement;

           "PURCHASER'S SOLICITORS"  means  Wilde Sapte of 1 Fleet Place, London
           EC4M 7WS;

           "SHARES"  means all the shares in the capital of the Company allotted
           or in issue at Completion;

           "TAX" includes  all present  taxes, charges, imposts, duties, levies,
           deductions, withholdings  or fees  of any  kind  whatsoever,  or  any
           amount  payable  on  account  of  or  as  security   for  any  of the
           foregoing,  payable at the  instance of  or imposed by any statutory,
           governmental,  international, state,  federal,  provincial,  local or
           municipal   authority,  agency,   body  or  department  whatsoever or
           European Community institution, in each case whether  in  the  United
           Kingdom  or  elsewhere, together  with  any   penalties,   additions,
           fines,  surcharges or interest  relating thereto,  and "TAXATION" and
           cognate expressions shall be construed accordingly;

           "TAXES  ACT" means the Income  and Corporation Taxes  Act 1988;

           "TAX WARRANTIES" means the Warranties in Part 4 of Schedule 4;

           "TCGA 1992" means the Taxation of Chargeable Gains Act 1992;

           "TERMINATION AGREEMENT"  means a termination  agreement in the Agreed
           Form  to be  executed  by John  Hackland  Craig  (1) and Barry Edward
           Sealey  and   others  (2)  and   the  Company  (3)  and  delivered at
           Completion;

           "UNIDIGITAL"  means Unidigital Inc. a Delaware Corporation having its
           principal  place of  business at  545 West 45th Street,  New York, NY
           10036 U.S.A.;

           "UNITED KINGDOM" means England, Wales, Scotland  and Northern Ireland
           as defined in Schedule 1 to the Interpretation  Act 1978 and includes
           the territorial sea of the United Kingdom and any area designated  by
           Order in Council under sub-section 1(7), Continental Shelf Act 1964;


                                      -5-
<PAGE>

           "VAT" means  value  added  tax as  provided  for  in  VATA  1994  and
           legislation  (or  purported  legislation  and  whether  delegated  or
           otherwise) supplemental  thereto and any tax similar or equivalent to
           value added tax imposed by any country other than the United  Kingdom
           and any similar or turnover tax replacing  or introduced in  addition
           to any of the same;

           "VATA 1994" means the Value Added Tax Act 1994;

           "VENDORS"  means the  Employee Vendors  and the  External Vendors  or
           their respective personal representatives and estates;

           "VENDORS'  SOLICITORS" means  Messrs. Henderson Boyd  Jackson WS of 9
           Ainslie Place, Edinburgh EH3 6AU;

           "VENDORS'  SOLICITORS'  UNDERTAKING"  means the  undertaking  in  the
           Agreed Form to be given by the Vendors' Solicitors at Completion;

           "WARRANTIES"  means the  representations and  warranties set  out  in
           Schedule 4 and any other representations and warranties contained  in
           this Deed; and

           "WARRANTORS" means:

           (a) In relation  to any Warranties not set  out in Schedule 4 and the
               Warranties  numbered 2 and 3 in  Schedule 4 Part I,  each of  the
               Vendors; and

           (b) in  relation   to  the  Warranties  numbered  1  and  4  to  12.5
               (inclusive) in Schedule 4 and the  Warranties  set  out in  Parts
               2  to  4 (inclusive),  John O Warren,  Alistair  Fisher,  Barry E
               Sealey, Christopher J Shaw and Margaret A Craig   (all  of  whose
               addresses are set out in Schedule 1).

          1.2       INTERPRETATION

          1.2.1     any reference  to   the   provisions  of  any   statute   or
                    subordinate  legislation  or of any  rule  made  by a  local
                    authority  and  having  the effect of law shall be deemed to
                    include  reference  to the same as in force  (including  any
                    amendment or re-enactment or  consolidation) at the time the
                    matter  relating  thereto occurs PROVIDED THAT the liability
                    of each Party shall not thereby exceed the


                                      -6-
<PAGE>

                    amount of the  liability  of such  Party  which  would  have
                    arisen had no such amendment,  re-enactment or consolidation
                    taken place after the date hereof;

          1.2.2     any reference  to a person  being  "connected  with" another
                    person means (a) any person connected with such other person
                    (and  "connected  with" bears the meaning set out in section
                    839 of the Taxes  Act);  and/or  (b) any  company  under the
                    control  of such  other  person  (and  "control"  bears  the
                    meaning set out in section 840 of the Taxes Act);

          1.2.3     words  and  expressions defined  in the  Companies Act shall
                    bear the same meanings herein;

          1.2.4     words  denoting  one  gender  include  all  genders,   words
                    denoting  individuals or persons  include  corporations  and
                    trusts and vice versa,  words denoting the singular  include
                    the  plural and vice  versa,  and words  denoting  the whole
                    include a reference to any part thereof;

          1.2.5     clause  and  paragraph  headings are  inserted  for ease  of
                    reference only and shall not affect construction;

          1.2.6     references to  Recitals, Clauses,  Sub-clauses,  Paragraphs,
                    Sub-paragraphs  and Schedules are to the recitals,  clauses,
                    sub-clauses, paragraphs, sub-paragraphs and schedules of and
                    to this Deed;

          1.2.7     references  to  this  Deed  mean  this  agreement  and  Deed
                    together  with its Recitals and  Schedules  and reference to
                    this Deed or any document or agreement  includes  references
                    to  such   document  or  agreement   as  amended,   novated,
                    supplemented,  varied or replaced from time to time with the
                    agreement of the Parties;

          1.2.8     references to a Party means a party  to this Deed  and shall
                    include that  person's  permitted  assigns,  transferees  or
                    successors  in title in  accordance  with the  terms of this
                    Deed;

          1.2.9     the  words "including", "include"  and "in particular" shall
                    be construed as being by way of illustration  only and shall
                    not be construed as limiting the generality of any foregoing
                    words; and


                                      -7-
<PAGE>

          1.2.10    references to any English legal term for any action, remedy,
                    method of judicial proceeding, legal document, legal status,
                    court, official or any other legal concept shall, in respect
                    of any jurisdiction other than England, be deemed to include
                    the legal  concept  which most nearly  approximates  in that
                    jurisdiction to the English legal term.


     2.   SALE AND PURCHASE

     2.1  Each  of  the Vendors  shall sell  with full title  guarantee and with
          effect  from  Completion  such  number  of the  Shares  as is set  out
          opposite  the name of the  Vendor in  question  in  Schedule 1 and the
          Purchaser  relying on the Warranties  herein  contained  shall buy the
          Shares together with all dividends, distributions and rights declared,
          paid,  created or arising  after the Last  Accounts  Date or attaching
          thereto  and  free  from all  claims,  charges,  liens,  encumbrances,
          options,  equities,  rights of pre-emption or other third party rights
          (save for any claims, charges, liens, encumbrances,  options, equities
          or other third party rights  arising under the Articles of Association
          of the Company, this Deed or the Existing Floating Charge).

     2.2  The  Purchaser shall not be obliged to complete the purchase of any of
          the  Shares  unless  the  purchase  of all  the  Shares  is  completed
          simultaneously in accordance with this Deed.

     2.3  The covenants implied herein pursuant to LP(MP)A shall apply:

          2.3.1     as  modified  or  extended  by  the  express  terms  of  the
                    Warranties;

          2.3.2     as if the covenant set out in section  3(1) of LP(MP)A ended
                    after the word "parties"; and

          2.3.3     as if section 6(2)(b) of LP(MP)A did not apply


          PROVIDED ALWAYS that without prejudice to the provisions of Clause 2.4
          each of the  Vendors  shall sell such  number of the Shares as are set
          out  opposite the name of the Vendor in question in Schedule 1 subject
          to  any  charges  or  encumbrances   arising  under  the  Articles  of
          Association  of the  Company or arising  pursuant to the terms of this
          Deed or the Existing Floating Charge.

     2.4  Each of the Vendors and the Company hereby waive all and any rights of
          pre-emption  or  rights  associated  therewith  to  which  they may be
          entitled under the Articles of Association of


                                      -8-
<PAGE>

          the Company or under the shareholders  agreement amongst John Hackland
          Craig,  John Owen Warren,  Barry Edward Sealey,  Andrew Edward Sealey,
          Christopher  Shaw, Albert Shaw, John Shaw, John Ireland and Henjac 207
          Limited (now called  Interface  Graphics  Limited),  by agreement,  by
          statute or otherwise in respect of any transfer of Shares contemplated
          by  this  Deed  and,  in  particular,  but  without  prejudice  to the
          generality  of the  foregoing  waive any  rights  they may have  under
          Articles  3,  4,  17  to  20  inclusive  and  23 of  the  Articles  of
          Association of the Company.


     3.   CONDITIONS PRECEDENT

     3.1  Completion  of  the  sale  and   purchase  of   the  Shares  shall  be
          conditional upon the Purchaser obtaining  sufficient funding to enable
          it to pay the Initial  Consideration  PROVIDED  that in the event that
          such funding shall not have been obtained at the  Completion  Date the
          Purchaser  shall pay the  Vendors the sum of  (pound)30,000  by way of
          damages which payment shall be the Vendors' sole remedy for failure to
          complete this Agreement as a result of such failure to obtain funding.

     3.2  Completion of the sale  and purchase of the Shares shall, in addition,
          be conditional upon the following conditions having been fulfilled:

          3.2.1     the repayment of all sums (if any) owing to the Company by

                    3.2.1.1   the Vendors or the directors of the Company or any
                              of them; or

                    3.2.1.2   by any person  connected  with  any of the Vendors
                              or  director  of  the  Company  or by any  company
                              directly  or indirectly controlled by such persons
                              or any of them; or

                    3.2.1.3   any  partnership in which such  persons or company
                              is a partner and whether or not such sums are  due
                              for repayment;

          3.2.2     the release of the Company (without payment of compensation)
                    from  any  debenture,  charge,  guarantee,  cross-guarantee,
                    indemnity,  counter-indemnity,  bond, security, assurance or
                    other  contingent  liability of  whatsoever  nature or other
                    similar  obligation which relates or could be made to relate
                    in  whole  or in part  to  debts  or  other  liabilities  or
                    obligations, whether actual or contingent and whether now or
                    hereinafter  incurred,  of any other person  PROVIDED ALWAYS


                                      -9-
<PAGE>

                    that this Clause  3.2.2 shall not require the release of the
                    Company from the Existing Floating Charge;

          3.2.3     the release of the Company (without payment of compensation)
                    from all agreements and arrangements (other than as required
                    by the  Purchaser)  between the Company on the one hand, and
                    any Vendor or person  connected  with any of the  Vendors on
                    the other hand PROVIDED  that the  provisions of this Clause
                    3.2.3 shall have no effect  with  regard to any  contract of
                    employment  between  the  Company  and  any of the  Employee
                    Vendors; and

     3.3  Each  of the Vendors  undertakes to use  its reasonable endeavours  to
          ensure  that  the  Conditions  Precedent  set  out at  Clause  3.2 are
          fulfilled (to the reasonable satisfaction of the Purchaser) as soon as
          reasonably practicable and, in any event, by Completion.

     3.4  The Purchaser shall be entitled in its absolute discretion, by written
          notice to the Vendors, to waive any or all of the Conditions Precedent
          set out at Clause 3.2 either in whole or in part.


     4.   INITIAL CONSIDERATION AND DEFERRED CONSIDERATION

     4.1  The  Initial  Consideration  for  the  Shares  shall be (pound)425,000
          payable  partly in cash and partly in monies worth in accordance  with
          the provisions of Clause 4.2.

     4.2  The Initial Consideration set out in Clause 4.1 shall be satisfied:

          4.2.1     in  relation  to  the  External  Vendors  and (in part)  the
                    Employee  Vendors in cash at Completion  in accordance  with
                    the  provisions  of  Clause  6.4.1  and in the  amounts  set
                    opposite their names in Schedule 1; and

          4.2.2     in  relation  to  (in part)  the  Employee  Vendors  by  the
                    allotment and issue to the Employee  Vendors (or as they may
                    direct)  of  the  Consideration   Shares  at  Completion  in
                    accordance  with the  provisions  of Clause 6.4.2 and in the
                    proportions set opposite their names in Schedule1.

     4.3  In  computing the  number of  Consideration  Shares to be allotted and
          issued to the  Employee  Vendors  pursuant to Clause 6.4 the US dollar
          value attributed to each  Consideration  Share shall be the average of
          the middle market  quotations as shown by the NASDAQ index for each of
          the 5 dealing days ending on the dealing day preceding the  Completion
          Date and the


                                      -10-
<PAGE>

          dollar to pound  sterling  exchange  rate shall be the  average of the
          Royal Bank of Scotland  plc spot rate of exchange  for the purchase of
          pounds  sterling  with dollars for the five dealing days ending on the
          dealing day preceding the Completion  Date.  Where the  calculation of
          the number of the Consideration  Shares or the  apportionment  thereof
          results in other than a whole number,  such number shall be rounded up
          to the nearest whole amount.

     4.4  The  Deferred Consideration shall  be comprised of (a) two payments of
          (pound)20,000  each,  the first of which shall be paid by 31st January
          2000 and the second of which  shall be paid by 31st  January  2001 and
          which payments shall be  apportioned  between the Vendors  pro-rata to
          their entitlement to the Initial Consideration  together with (b) such
          payments  (if any) as shall be due in  accordance  with Clause 4.7 and
          payable in accordance with Clause 4.8.

     4.5  The  Purchaser shall  procure that the  auditors of the Company at the
          end of each of the  Financial  Years shall,  within four months of the
          end of that Financial  Year, be required to issue a certificate to the
          Vendors and the Purchaser  stating the Profit for that Financial Year.
          Such  certificate  shall,  subject  to  any  changes  proposed  by the
          independent  accountants  appointed by the Vendors  pursuant to Clause
          4.6 and any  demonstrable  error be conclusive  evidence of the Profit
          for that Financial Year.

     4.6  The  Vendors shall on  demand within 10  Business Days of the issue of
          the auditors certificate pursuant to Clause 4.5 be entitled to examine
          or arrange  for an  independent  accountant  to examine the papers and
          calculations of the auditors referred to in Clause 4.5

     4.7  If  the Profit  for either or  both of the Financial  Years is greater
          than  (pound)60,000 then the Purchaser shall pay the Vendors an amount
          equal  to 50% of the  amount  by which  the  Profit  for the  relevant
          Financial Year exceeded (pound)60,000 PROVIDED that the maximum amount
          payable by the  Purchaser  pursuant  to this  Clause 4.7 in respect of
          each  Financial  Year  shall not  exceed  (pound)55,000  and  PROVIDED
          FURTHER  that for the  avoidance  of doubt no payment  shall be due in
          respect  of a  Financial  Year  in  which  the  Profit  is  less  than
          (pound)60,000

     4.8  Any  amounts  payable  pursuant to Clause 4.7  shall be paid within 20
          Business Days of issue of the certificate  for the relevant  Financial
          Year  referred to in Clause 4.5 or, if later,  within 20 Business Days
          of the  conclusion  of the  examination  by either the  Vendors or the
          independent accountant pursuant to Clause 4.6 and shall be apportioned
          between  the  Vendors  pro-rata  to their  entitlement  to the Initial
          Consideration.


                                      -11-
<PAGE>

     5.   POSITION PENDING COMPLETION

     5.1  The  Vendors separately and  severally  undertake to  the Purchaser to
          procure that  pending  Completion  neither they nor the Company  shall
          allow or procure any act or  omission  which would (or would be likely
          to)  cause,   constitute   or  result  in  a  breach  of  any  of  the
          representations,  warranties  set out or  referred  to in Clause 8 and
          Schedule 4 which  would make any of such  representations,  warranties
          and undertakings untrue or incorrect or misleading.

     5.2  Without  prejudice to Clause 5.1  the Vendors separately and severally
          undertake  to the  Purchaser  that they will  immediately  notify  the
          Purchaser  in writing of any matter or thing  which  arises or becomes
          known to them  after  the date of this  Deed and  prior to  Completion
          which  constitutes  (or would with the passage of time  constitute)  a
          material breach of any  representation or warranty set out or referred
          to in  Clause 8 and  Schedule  4 or a  material  breach  of any of the
          covenants or  undertakings  or  obligations  of the Vendors under this
          Deed.

     5.3  The Vendors hereby separately and severally undertake to the Purchaser
          to  procure  that  pending  Completion,  the  Company  shall  carry on
          business  in the  ordinary  course as  carried on prior to the date of
          this Deed and shall not do anything  which is not of a routine  nature
          or which is material in the context of the business of the Company.

     5.4  Without  prejudice to the generality  of the undertaking  contained in
          Clause 5.3, the Vendors  separately and severally further undertake to
          the  Purchaser to procure that pending  Completion  the Company  shall
          not,  except with the prior  written  consent of the  Purchaser  or as
          required pursuant to the terms of this Agreement:

          5.4.1     make any change in its business as carried on as at the date
                    of  this  Deed  which  materially   adversely   affects  its
                    business;

          5.4.2     make  any change  to its  trade or  trade connections  which
                    materially adversely affects its business;

          5.4.3     acquire  or dispose of  (or agree to acquire or dispose  of)
                    any  asset   exceeding   (pound)1,000  in  value  or  assets
                    aggregating more than (pound)5,000 in value;

          5.4.4     dispose  of  or agree to  dispose of or  grant any option in
                    respect  of any  material  asset or assets or any  interests
                    therein except in the ordinary course of business;


                                      -12-
<PAGE>

          5.4.5     remove  any asset  from the  Property save  in the  ordinary
                    course of normal day to day business;

          5.4.6     dispose  of or agree to  dispose of or  grant any option  in
                    respect  of its  business  or any  part of its  business  or
                    discontinue  or cease to operate,  or propose to discontinue
                    or cease to operate any part or all of its business;

          5.4.7     conduct transactions other than on an arm's length basis;

          5.4.8     enter  into any  contract or  commitment other  than in  the
                    ordinary course of its business,  or enter into any contract
                    or  commitment  of a  long-term  or unusual  nature or which
                    involves or could involve an obligation which is material;

          5.4.9     enter  into,  modify  or  agree  to terminate  any  material
                    contract or incur any capital  expenditure on any individual
                    item for an amount in excess of (pound)1,000,  or in respect
                    of all such capital expenditure incurred between the date of
                    this Deed and Completion  which,  in aggregate,  exceeds the
                    sum of (pound)5,000;

          5.4.10    acquire  (whether  by subscription or  purchase) any shares,
                    debentures,  loan stock,  convertible  securities or similar
                    securities or enter into any  agreement for the  acquisition
                    (whether  by   subscription  or  purchase)  of  any  shares,
                    debentures,  loan stock,  convertible  securities or similar
                    securities;

          5.4.11    permit  or  suffer  any of  its  insurance  to  lapse or  do
                    anything  which would make any policy of  insurance  void or
                    voidable;

          5.4.12    grant or  agree to grant any lease  or third  party right in
                    respect  of the  Property  or  assign  or agree to assign or
                    otherwise dispose or deal with the same;

          5.4.13    enter  into any leasing, hire purchase or other agreement or
                    arrangements for payment on deferred terms;

          5.4.14    borrow any money over and above existing facilities from its
                    bank;

          5.4.15    grant  or issue  or agree  to grant  or issue  any mortgage,
                    charge,  debenture  or security for money or redeem or agree
                    to redeem any such mortgage,  charge,  debenture or security
                    or give or agree to give any guarantee or indemnity;


                                      -13-
<PAGE>

          5.4.16    make any loan or advance;

          5.4.17    declare  or pay any dividend  or make any other distribution
                    of its assets or profits to any  shareholder or other person
                    or repay  loans to it made by any  shareholder  or any other
                    person  or assign or  otherwise  dispose  of any of its book
                    debts  or  do  or  suffer  anything  whereby  its  financial
                    position shall be rendered less  favourable than at the date
                    hereof;

          5.4.18    amend or alter its Memorandum or Articles of Association;

          5.4.19    increase  or  reduce  (including  by  way  of redemption  or
                    repurchase of existing  securities) its authorised or issued
                    share capital;

          5.4.20    convert, sub-divide or consolidate any of its shares;

          5.4.21    allot  or issue  (or  agree to allot  or issue)  any shares,
                    rights or options to  subscribe  for or acquire  shares,  or
                    grant (or  agree to grant)  any  option  in  respect  of any
                    shares,  or allot or issue (or agree to allot or issue)  any
                    securities which are convertible into shares of any class;

          5.4.22    change  its accounting reference date or make any changes to
                    the accounting  policies or procedures by reference to which
                    the Accounts were prepared;

          5.4.23    change its residence for taxation purposes;

          5.4.24    institute or  propose any  insolvency proceedings  including
                    the  appointment  of an  administrator  or the  filing  of a
                    petition for voluntary winding up, or any  reconstruction or
                    amalgamation;

          5.4.25    appoint  or  employ  any  new  managerial or  senior skilled
                    employee  or  consultant  or amend the  terms of  employment
                    (including  terms  as to  pension)  of any  of  its  present
                    employees or consultants;

          5.4.26    institute,  settle or agree to  settle any legal proceedings
                    relating to its business  (save for debt  collection  in the
                    ordinary course of its business); or


                                      -14-
<PAGE>

          5.4.27    incur  any liabilities between itself and any of the Vendors
                    or any person  connected  with any of the  Vendors  save for
                    remuneration  in the ordinary  course of business at current
                    rates.

          5.5       Each of the Vendors undertakes to the Purchaser that:

                    5.5.1     he shall  not  at  any  time  prior  to Completion
                              dispose  or attempt to dispose of any  interest in
                              the Shares or grant any option over, or  mortgage,
                              charge or  otherwise  encumber or  dispose of  the
                              Shares or  exercise  or  vary  any  of the  rights
                              attaching to the Shares; or

                    5.5.2     except  with  the prior  written  consent  of  the
                              Purchaser,  he shall  not vote  in favour  of  any
                              resolution at any general meeting of the Company.

          5.6       Pending  Completion  the  Vendors  shall  procure  that  the
                    Purchaser and its agents and representatives are given, upon
                    reasonable  notice and during normal  business  hours,  full
                    access to the  employees  and the Vendors shall upon request
                    furnish  such  information   regarding  the  businesses  and
                    affairs  of the  Company  as the  Purchaser  may  reasonably
                    require  and the  Purchaser  may make  such  copies  of such
                    information  as it may reasonably  require  PROVIDED that in
                    the event that  Completion of this Agreement shall not occur
                    in  accordance  with  the  provisions  of  Clause 6 then the
                    Purchaser shall at the election of the Vendors either return
                    all such copies to the Company or destroy all such copies.

          5.7       If any  material  breach of any of the  representations  and
                    warranties set out or referred to in Clause 8 and Schedule 4
                    shall come to the notice of the Purchaser before  Completion
                    or if there is any material breach or non-fulfilment  before
                    Completion of any of the  agreements or  obligations  on the
                    part of the Vendors (or any of them)  contained in this Deed
                    which  (being  capable  of remedy)  is not  remedied  to the
                    reasonable satisfaction of the Purchaser prior to Completion
                    and such  breach  would  give  rise to a proper  claim  then
                    (without prejudice to any other right or remedy which may be
                    available to the Purchaser in respect thereof) the Purchaser
                    may  in  its  sole  discretion  and  without  any  liability
                    whatsoever to the Vendors elect not to complete the purchase
                    of the Shares.


                                      -15-
<PAGE>

     6.   COMPLETION

     6.1  Completion shall  take place on the  Completion Date at the offices of
          the Vendor's Solicitors (or as otherwise agreed between the Parties).

     6.2  At Completion  the Vendors shall  deliver (where appropriate  as agent
          for the Company) to the Purchaser:

          6.2.1     duly  executed  (unstamped)  transfers  of  the  Shares  and
                    powers of  attorney  in Agreed  Form  duly  executed  by the
                    registered holders thereof;

          6.2.2     certificates  for  the  Shares  (or an indemnity,  in Agreed
                    Form, for any lost  certificate in respect  thereof) and any
                    other   documents   (including  any  necessary   waivers  or
                    consents)  which may be  required  to give good title to the
                    Shares and to enable the  Purchaser to procure  registration
                    of the same in its name or as it may direct;

          6.2.3     the  Deed of Tax  Covenant duly executed by Alistair Fisher,
                    Barry E. Sealey,  Christopher J. Shaw, Margaret A. Craig and
                    John O.  Warren (all of whose  addresses  are  specified  in
                    Schedule 1);

          6.2.4     the Disclosure  Letter in a form acceptable to the Purchaser
                    duly executed by or on behalf of the Vendors;

          6.2.5     the  resignations by  way of  deed of  each of the directors
                    (other than those  requested by the Purchaser to remain) and
                    the secretary of the Company  substantially  in the form set
                    out in Part 1 of Schedule 3 and  confirmation by way of deed
                    by  each of the  Vendors  in the  form  set out in Part 2 of
                    Schedule 3 that they have no claims against the Company;

          6.2.6     cheque books in respect of all bank accounts operated by the
                    Company  together  with  bank  statements  drawn  up to  the
                    preceding  Business  Day  relating  to such  accounts  and a
                    reconciliation  of such bank statements to the cash books of
                    the Company;

          6.2.7     the    certificate   of    incorporation,   certificate   of
                    incorporation  on  change  of name,  common  seal (if  any),
                    statutory register,  minute book, share certificate book and
                    all  other  books of the  Company  (all duly  written  up to
                    date);



                                      -16-
<PAGE>

          6.2.8     a  certificate  of  non-crystallisation in  the Agreed  Form
                    duly  executed  by the  Governor  and Company of the Bank of
                    Scotland in respect of the Existing Floating Charge;

          6.2.9     the   Leases   together  with   the   Vendors'   Solicitors'
                    Undertaking;

          6.2.10    the  resignation of the auditors  of the Company in the form
                    set out in Part 3 of  Schedule 3 together  with a  duplicate
                    thereof;

          6.2.11    any power of  attorney under which any  document required to
                    be delivered under this Clause 6 has been executed;

          6.2.12    certified copies of resolutions,  in the Agreed Form, of the
                    Company adopting new Articles of Association;

          6.2.13    the  Termination  Agreement  duly  executed  by the  parties
                    thereto; and

          6.2.14    such evidence as the Purchaser shall  reasonably  require of
                    satisfaction of the Conditions Precedent.

     6.3  The  Vendors shall procure  that board resolutions  of the Company are
          passed and the Vendors shall deliver to the Purchaser certified copies
          of such board resolutions, in the Agreed Form, at Completion:

          6.3.1     authorising  the execution  of and  the performance  by  the
                    Company of its obligations under each of the documents to be
                    executed by it;

          6.3.2     recording  acceptance of  the resignations  referred  to  in
                    Clause 6.2.5;

          6.3.3     adopting  new  bank  mandates  and  changed  authorities  in
                    respect of existing bank accounts operated by the Company in
                    accordance with the directions of the Purchaser;

          6.3.4     approving (subject only to proper stamping) the transfers of
                    the Shares delivered hereunder;



                                      -17-
<PAGE>

          6.3.5     approving  (subject only to proper stamping)  the placing on
                    the  register  of members of the Company of the names of the
                    transferees  for  registration  in accordance with the share
                    transfer forms referred to above and  authorising  the issue
                    of appropriate share certificates;

          6.3.6     recording the  appointment of such  persons as the directors
                    (within  the maximum  number  permitted  by the  articles of
                    association  of  the  relevant  company),   secretaries  and
                    auditors of the Company as the Purchaser shall nominate; and

          6.3.7     changing  the  accounting  reference date  of the Company to
                    such date as shall be  permissible  in  accordance  with the
                    Companies Act and as the Purchaser may direct.

     6.4  Provided  that the  Vendors comply  with all  their obligations  under
          Clauses 6.1, 6.2 and 6.3, the Purchaser shall at Completion:

          6.4.1     pay to the External  Vendors and the  Employee  Vendors  the
                    cash  element of the Initial  Consideration  due pursuant to
                    Clause  4.2.1 by way of a banker's  draft in favour of or by
                    telegraphic  transfer to the client  account of the Vendors'
                    Solicitors;

          6.4.2     procure the allotment and issue  on the Completion  Date  by
                    Unidigital  of the  Consideration  Shares  due  pursuant  to
                    Clause 4.2.2 in accordance with the terms of this Deed;

          6.4.3     procure  the placing on the Completion Date by Unidigital on
                    its register of members of the Employee Vendors;

          6.4.4     deliver  to  the  Vendors  duplicates  of  the  Deed  of Tax
                    Covenant executed by the Purchaser; and

          6.4.5     accept and sign a duplicate of the Disclosure Letter to show
                    its acceptance of the contents thereof.

     6.5  If for any reason the  provisions of any of Clauses 6.1 to 6.3 are not
          fully complied with, the Party not in default (and for the purposes of
          this Clause 6.5 alone the Vendor's shall constitute one "PARTY") shall
          be entitled (in  addition and without  prejudice to any other right


                                      -18-
<PAGE>

          or remedy  available to it) to rescind this Deed without any liability
          on its part to the other Party.

     6.6  Neither the  Purchaser nor the Vendors shall be entitled to rescind or
          otherwise terminate this Deed following Completion.


     7.   DELIVERY TO SOLICITORS

          The  solicitors to any Party are authorised to take delivery on behalf
          of such Party of any items hereunder and their receipt shall be a good
          discharge therefor to the Party and the solicitors to the Party making
          delivery.


     8.   WARRANTIES

     8.1  The Warrantors separately and severally  represent and warrant to  the
          Purchaser that as at the date of this Deed and at Completion, save for
          and  to  the  extent  that  any  relevant  fact,   matter,   event  or
          circumstance  is fairly and  accurately  disclosed  in the  Disclosure
          Letter  in  respect  thereof  each of the  Warranties  is true and not
          misleading and so that:

          8.1.1     each  Warranty  shall  be,  and  shall  be  construed  as, a
                    separate   representation   and  warranty  by  each  of  the
                    Warrantors to the Purchaser and (save as expressly  provided
                    to the  contrary)  shall not be  limited  or  restricted  by
                    reference  to or  inference  from  the  terms  of any  other
                    Warranty  or any other  terms of this Deed,  the Deed of Tax
                    Covenant or the  Disclosure  Letter  (other than the factual
                    disclosure therein);

          8.1.2     to the extent that any  Warranty  relates to present or past
                    matters of fact the Warranty shall be deemed to constitute a
                    representation  on the faith of, and in reliance upon, which
                    the Purchaser has entered into this Deed; and

          8.1.3     the rights and remedies of the  Purchaser in respect of  the
                    Warranties  and the  liability of the  Warrantors  under the
                    Warranties  shall not be  confined  to  breaches  discovered
                    before  Completion,  or in any  way  affected,  modified  or
                    discharged by (a) Completion;  or (b) the constructive  (but
                    not  actual)  knowledge  of  the  Purchaser  or  any  of its
                    officers,  employees  or advisers  or by any  investigations
                    (other than any investigation of matters reasonably apparent
                    from the  Disclosure


                                      -19-
<PAGE>

                    Letter,  the  content  thereof  and the  documents  attached
                    thereto) carried out by or on behalf of the Purchaser.

     8.2  Where  any statement in the  Warranties is qualified by the expression
          "to  the  best  of  the  knowledge,  information  and  belief  of  the
          Warrantors"  or "so far as the  Warrantors  are aware" or any  similar
          expression each Warrantor shall be deemed to have knowledge of:

          8.2.1     where  applicable, anything of which  he ought reasonably to
                    have knowledge  given his  responsibilities  to the Company;
                    and

          8.2.2     anything  of which he would have had  knowledge  had he made
                    reasonable   enquiry  of  Peter  Shakeshaft  and  the  other
                    Warrantors immediately before giving the Warranties and such
                    expression  shall be construed as a separate  warranty  that
                    each Warrantors  shall have made reasonable  enquiries as to
                    the accuracy and completeness of that statement.

          PROVIDED  that no  Warrantor  shall be  deemed  to have  knowledge  of
          anything  of which any of the other  Warrantors  has  knowledge  or is
          deemed to have  knowledge  other than in respect of knowledge  imputed
          pursuant to Clause 8.2.2.


     9.   MEASURE OF DAMAGES

     9.1  Subject  to the  limitations set out  in Clause 10 in the event of any
          breach of  Warranty,  the  Purchaser  may at its  option  and  without
          prejudice to any other right or remedy which may be available to it:

          9.1.1     claim  for all  loss suffered  by it  in consequence  of any
                    document  which ought to be in the possession of the Company
                    as at the Completion  Date not having been properly  stamped
                    whether or not the Company has a legal obligation to present
                    or re-present the same for stamping; and/or

          9.1.2     require the Warrantors to pay  to the Purchaser such sum  as
                    is equal to the  amount by which the  assets of the  Company
                    are less, or less valuable, or its liabilities greater, than
                    the values at which the same were  included in the  Accounts
                    or (if the Purchaser so elects) than they would have been if
                    the  relevant  Warranty  had been true and  correct  and not
                    misleading.


                                      -20-
<PAGE>

             and so that the exercise by the  Purchaser of any of the rights and
             remedies set out in this Clause  shall be without  prejudice to the
             exercise of any other of them.

     9.2  Subject to the limitations set out in Clause 10 but without  prejudice
          to any right or remedy  available  to the  Purchaser,  the  Warrantors
          shall be separately and severally liable on an indemnity basis for all
          reasonable  costs,  claims and expenses  incurred by the  Purchaser in
          connection with any claim arising out of any breach of the Warranties,
          or out of any breach of any other  undertaking,  indemnity,  covenant,
          agreement  or  obligation  contained  in this Deed in respect of which
          claim any Warrantor has agreed to make payment by way of settlement or
          in respect of which claim the Purchaser  has obtained  judgment in its
          favour.

     9.3  The  liability of each  Warrantor pursuant to  this Clause 9  shall be
          met:

          9.3.1     firstly by  reduction in any Deferred Consideration  payable
                    to such  Warrantor  pursuant to Clause  4.4(a) and remaining
                    unpaid;

          9.3.2     in the  event  that the reduction  pursuant to Clause  9.3.1
                    shall  be  insufficient  to meet  the  relevant  Warrantor's
                    liability  then in the case of a Warrantor  who has received
                    Consideration  Shares  any  remaining  liability  may at the
                    election of the  relevant  Warrantor  be met secondly by the
                    transfer to the  Purchaser  of such number of  Consideration
                    Shares as at the date of  settlement  of any such  claim for
                    breach  of  Warranty  are  equal in  value to the  remaining
                    liability of the relevant  Warrantor or by payment of a cash
                    amount equal to the amount of such liability; and

          9.3.3     in the event that reduction, transfer or payment pursuant to
                    Clauses  9.3.1 and 9.3.2 shall be  insufficient  to meet the
                    relevant  Warrantor's  liability  in the case of a Warrantor
                    who has  received  cash  (whether as payment for the Initial
                    Consideration  or as payment for the Deferred  Consideration
                    which  payment  has  been  made at the  date  the  liability
                    arises) be met thirdly by payment in cash;

          PROVIDED that for the avoidance of doubt if any Warrantor  entitled to
          effect payment in whole or in part by the transfer to the Purchaser of
          Consideration  Shares shall have disposed of a number of Consideration
          Shares prior to the date of settlement of any such claim for breach of
          Warranty such that he has  insufficient  Consideration  Shares to meet
          the relevant  portion of his liability  then that portion shall be met
          by a payment in cash.



                                      -21-
<PAGE>

     9.4  For  the purposes  of this  Clause 9  the value  of each Consideration
          Share in pounds sterling as at the date of settlement of any claim for
          breach of Warranty  shall be calculated by reference to the average of
          the middle  market  quotations  as shown by the  NASDAQ  index for the
          Consideration  Shares  for each of the 5  dealing  days  ending on the
          dealing day preceding  the date of settlement  and the dollar to pound
          sterling  exchange  rate  shall be the  average  of the Royal  Bank of
          Scotland  plc spot rate of exchange  for the  purchase of dollars with
          pound  sterling  for the five  dealing  days ending on the dealing day
          preceding the relevant date of settlement.


     10.  LIMITATION OF WARRANTORS' LIABILITY

     10.1 The liability of the Warrantors under the  Deed of Tax Covenant and/or
          for breach of any of the Warranties shall be limited as follows:

          10.1.1    no  claim may be made against  the Warrantors in  respect of
                    any such liability for breach of the Warranties  (other than
                    a liability under and/or for breach of the Tax Warranties or
                    the Deed of Tax  Covenant)  unless  notice of such  claim is
                    served on the Warrantors in writing specifying in reasonable
                    detail the event,  matter or default which gives rise to the
                    claim as soon as reasonably  practicable after the Purchaser
                    becomes aware that  circumstances  giving rise to such claim
                    have arisen and in any event before the expiration of twelve
                    (12) months from Completion;

          10.1.2    no  claim may be made  against the  Warrantors in respect of
                    any liability  under and/or for breach of the Tax Warranties
                    or the Deed of Tax Covenant  unless  notice of such claim is
                    served on the Warrantors in writing specifying in reasonable
                    detail the event,  matter or default which gives rise to the
                    claim as soon as reasonably  practicable after the Purchaser
                    becomes aware that  circumstances  giving rise to such claim
                    have arisen in any event  before the  expiration  of six (6)
                    years from Completion;

          10.1.3    notwithstanding Clauses 10.1.1 and 10.1.2, no claim shall be
                    made or  brought  by the  Purchaser  under  the  Deed of Tax
                    Covenant  and/or in respect of any breach of the  Warranties
                    unless  notice  in  writing  of such  claim  (specifying  in
                    reasonable  detail the event,  matter or default which gives
                    rise to the claim,  the breach  that  results and the amount
                    claimed ) has been given to the Warrantors  within one month
                    of the Purchaser becoming aware of the same;


                                      -22-
<PAGE>

          10.1.4    any claim pursuant to Clauses 10.1.1 and/or 10.1.2 shall (if
                    it has not been previously satisfied,  settled or withdrawn)
                    be deemed  to have been  withdrawn  at the  expiration  of a
                    period  of six (6)  months  from the  giving  of  notice  in
                    relation  thereto unless legal  proceedings  shall have been
                    both issued and served on the  Warrantors in respect of such
                    claim;

          10.1.5    the  Warrantors  shall not be liable to the extent that  the
                    amount of the claim or claims against them in respect of any
                    such liability  exceeds (or would when  aggregated  with the
                    amount of all  claims  in  respect  of any such  liabilities
                    exceed) the amount of consideration paid by the Purchaser in
                    respect of the Shares of that  Warrantor  (including for the
                    avoidance  of doubt any amounts  paid in respect of Deferred
                    Consideration pursuant to Clauses 4.4 to 4.7 of this Deed);

          10.1.6    the  Warrantors  shall not  in any  event be  liable to  the
                    Purchaser  unless  a claim or  claims  can be  validly  made
                    against them exceeding in aggregate the sum of (pound)30,000
                    but, in the event such sum is exceeded, the Warrantors shall
                    be liable for the entire amount thereof and not only for the
                    excess;

          10.1.7    the  Warrantors  shall  not in  any event  be liable  to the
                    Purchaser in respect of any single claim where the liability
                    of such  claim  does not  exceed  (pound)7,500  and any such
                    claim shall be disregarded for the purposes of Clause 10.1.5
                    but, in the event that such sum is exceeded  the  Warrantors
                    shall be liable for the entire  amount  thereof and not only
                    for the excess;

          10.1.8    the  Purchaser shall  promptly  reimburse  to  the  relevant
                    Warrantors   an  amount  equal  to  any  sum  paid  by  such
                    Warrantors  in  respect  of  any  such  liability  which  is
                    subsequently  recovered by the  Purchaser or the Company (as
                    the case may be) from any third party; and

          10.1.9    in relation to Tax Warranties, the provisions of Clauses 4,6
                    and 7 of the Deed of Tax Covenant shall apply.

     10.2 The Purchaser and/or the Company shall not be entitled to recover  the
          same sum or for the same loss more than once in  respect  of any claim
          under or breach of any of the  Warranties  or Deed of Tax Covenant and
          shall not otherwise obtain reimbursement or restitution more than once
          in  respect  of any cause of action  giving  rise to any breach of the
          Warranties or claim under the Deed of Tax Covenant.



                                      -23-
<PAGE>

     10.3 Notwithstanding  anything  expressed or  implied in  this Deed to  the
          contrary,  any payment by the Warrantors  pursuant to this Deed or the
          Deed of Tax Covenant  shall be treated for all purposes by the Parties
          as a reduction in the consideration  payable for the Shares and Clause
          4 shall be modified accordingly.

     10.4 The  Purchaser may release  or compromise the  liability of any of the
          Warrantors  hereunder or grant to any of the Warrantors  time or other
          indulgence  without  affecting  the  liability  of  any  other  of the
          Warrantors hereunder.

     10.5 The Warrantors shall not be liable for any claim  which would not have
          arisen but for an act or omission of the Purchaser occurring after the
          Completion Date, otherwise than in the ordinary course of business.

     10.6 The  Warrantors shall not be liable for any claim which would not have
          arisen  but  for  legislation   passed  after   Completion   which  is
          retrospective in effect.

     10.7 The  amount of  any claim  shall take  into  account  any tax  benefit
          accruing to the  Purchaser  or the Company or the amount of any relief
          from or deduction available to the Purchaser or the Company in respect
          of Taxation directly or specifically arising by virtue of the loss and
          damage in respect of which the claim is made.


     11.  COVENANTS OF THE COVENANTORS

     11.1 Each of the  Covenantors covenants with the Purchaser  and the Company
          that he will not,  either  alone or jointly  with  others,  whether as
          principal,  agent,  director,  shareholder,   independent  contractor,
          employee or in any other  capacity,  whether  directly  or  indirectly
          through  any other  person,  firm or company  and  whether for his own
          benefit or that of others:

          11.1.1    in  the  case  of  the  External  Vendors  for a  period  of
                    eighteen (18) months from the date hereof and in the case of
                    the remaining Covenantors for a period of twelve (12) months
                    from the date hereof  within a radius of  seventy-five  (75)
                    miles of any place from which the Business is now carried on
                    be engaged in or carry on or be  interested  in or concerned
                    in (except as the holder together with any connected persons
                    of not more than  three (3) per cent.  in  aggregate  of any
                    class of  securities  of a company  which class is listed or
                    dealt  in on a  recognised  stock  exchange  in  the  United
                    Kingdom or elsewhere) any business in  competition  with the
                    Business;



                                      -24-
<PAGE>

          11.1.2    for a period of two (2)  years from the date hereof  solicit
                    for a business  similar to or competing with the Business or
                    accept the custom or business of any person, firm or company
                    from whom the  Company  has within two (2) years  before the
                    date  hereof  solicited  or  received  an order for goods or
                    services and who has for that purpose had dealings with such
                    Covenantor nor attempt to discourage  any such person,  firm
                    or company from dealing with the Company;

          11.1.3    for a period of two (2)  years from the date hereof  solicit
                    or entice  away any officer or employee of the Company or do
                    any act whereby any such officer or employee  with whom such
                    Covenantor had a working relationship is encouraged to leave
                    the employ of the  Company,  whether or not such  officer or
                    employee  would by  reason of  leaving  the  service  of the
                    Company commit a breach of his contract of employment;

          11.1.4    at any  time after  the date hereof  use the  name Interface
                    Graphics  or any  colourable  imitation  thereof or any name
                    likely to cause confusion  therewith in the minds of members
                    of the public for the  purposes of a business  similar to or
                    competing  with the  Business  whether by using such name as
                    part of a corporate name or otherwise; or

          11.1.5    at  any  time  make use  of or  publish or  disclose  to any
                    person  any  trade  secrets  or   confidential   information
                    concerning the Business or affairs of the Company  howsoever
                    acquired by him except to the extent:

                    11.1.5.1  required by the law of any relevant jurisdiction;

                    11.1.5.2  disclosed  to the professional  advisers, auditors
                              and  bankers of  any Covenantor  on a confidential
                              basis;

                    11.1.5.3  the information  has come  into the  public domain
                              through no fault of that Covenantor; or

                    11.1.5.4  the Purchaser  has  given  prior  written approval
                              to   disclosure,    such   approval   not   to  be
                              unreasonably withheld or delayed; or


                                      -25-
<PAGE>

                    11.1.5.5  in  the case  of the Covenantors  who are Employee
                              Vendors  for  as  long as  they remain  within the
                              employment of  the Company and  are required so to
                              do  in   accordance  with   the   terms  of  their
                              employment; or

          11.1.6    at  any  time  after  the  date  hereof do  or say  anything
                    harmful to the reputation of the Business or which leads any
                    person,  firm or  company to cease to do  business  with the
                    Company   on   substantially   equivalent   terms  to  those
                    previously  offered  or not to engage in  business  with the
                    Company.

     11.2 Each  of the covenants contained in  each of the Sub-clauses of Clause
          11.1 shall be a separate covenant by each of the Covenantors and shall
          be  enforceable by the Purchaser and by the Company  independently  of
          any  right to  enforce  any other  covenant  or  obligation  howsoever
          arising.

     11.3 Each  of  the  restrictions  contained in each of  the  Sub-clauses of
          Clause 11.1 is considered reasonable by the Parties for the legitimate
          protection  of the Business  and  goodwill of the Company,  but in the
          event that any such restriction shall be found to be void but would be
          valid if some part thereof was deleted,  such restriction  shall apply
          with the  deletion  of such  words as may be  required  to limit  such
          restrictions to what is required for the legitimate protection of such
          Business and goodwill.

     11.4 Each  of  the  Covenantors  will  provide  promptly  such  information
          within his  knowledge,  possession  or control as the Purchaser or the
          Company  may  reasonably  require  in  relation  to  the  business  or
          activities of any person, firm or company competing with the Business.

     11.5 For  the avoidance of doubt none of the covenants contained in each of
          Sub-Clauses 11.1 is given by the Covenantors jointly and severally.


     12.  POWER OF ATTORNEY

     12.1 Each   of   the  Vendors   hereby,   with   effect  from   Completion,
          irrevocably and unconditionally appoints the Purchaser or any director
          of the Purchaser as the Purchaser shall direct as the attorney of such
          Vendor with full powers of  substitution  in such Vendor's name and on
          behalf of such Vendor  (and to the  complete  exclusion  of any rights
          such Vendor may have in such  regard)  lawfully to exercise all voting
          and other rights and receive all benefits and  entitlements  which may
          now or at any time hereafter attach to the Shares of which such Vendor
          is the registered holder and to transfer and deal with such Shares and
          such rights,



                                      -26-
<PAGE>

          benefits and  entitlements  and execute such  documents  under hand or
          under  seal  and do such  acts  and  things  in  connection  with  the
          foregoing  as the  Purchaser  shall from time to time think fit in all
          respects as if the Purchaser  were the absolute  legal and  beneficial
          owner thereof.

     12.2 Each  of  the  Vendors  hereby  undertakes to  the Purchaser to ratify
          everything  that the  Purchaser  shall  lawfully  do or  purport to do
          pursuant to this Clause 12.


     13.  WAIVERS

     13.1 Each  of the  Vendors hereby  irrevocably  waives, for  the benefit of
          the Purchaser  and the Company,  all and any rights to which he may be
          entitled in respect of any  misrepresentation,  inaccuracy or omission
          in or from any  information or advice supplied or given by the Company
          or by any  present  or former  officer,  employee  or  adviser  of the
          Company with a view to:

          13.1.1    enabling  or inducing such Vendor to give the Warranties set
                    out or  referred  to in Clause 8 and  Schedule 4 or make any
                    statement set out in the Disclosure Letter; or

          13.1.2    upon  which such  Vendor may have  relied in agreeing to any
                    term of this Deed or  making  any  statement  set out in the
                    Disclosure Letter and each Vendor irrevocably undertakes not
                    to  make  any  claim  against  either  the  Company  or  the
                    Purchaser in respect of any such matter.

     13.2 The granting by any Party of any time or indulgence in respect of  any
          breach of any term of this Deed by the other(s)  shall not be deemed a
          waiver of such  breach.  The  waiver by any Party of any breach of any
          term of this Deed by the  other(s)  shall not prevent  the  subsequent
          enforcement  of that term (save to the extent of the express waiver in
          question) and shall not be deemed a waiver of any subsequent breach.


     14.  POST-COMPLETION OPERATION

          The  provisions  of this Deed shall  continue in full force and effect
          and  be  binding  on  the  Parties  in   accordance   with  its  terms
          notwithstanding Completion.


                                      -27-
<PAGE>

     15.  COSTS AND WITHHOLDINGS

     15.1 Subject to Clause 3.1, the Purchaser  shall bear both its own and  all
          of the Vendors'  reasonable costs properly  incurred of and incidental
          to the  negotiation,  making  and  fulfilment  of  this  Deed  and the
          transactions  contemplated hereby PROVIDED that the Vendors shall bear
          their own costs to the extent that they exceed (pound)15,000 excluding
          VAT.

     15.2 All  sums payable to the  Purchaser under this Deed shall be paid free
          and clear of all deductions or  withholdings  whatsoever  save only as
          may be  required  by law.  If any such  deduction  or  withholding  is
          required by law the  Vendors  shall be obliged to pay such sum as will
          after  such  deduction  or  withholding  has been made  leave the same
          amount as the  Purchaser  would have been  entitled  to receive in the
          absence of any such requirement to make a deduction or withholding. If
          any sum payable to the  Purchaser  under this Deed shall  otherwise be
          subject to Tax in the hands of the  Purchaser  the same  obligation to
          make an increased  payment  shall apply in relation to such sums as if
          it were a deduction or withholding required by law.


     16.  ASSIGNMENT

     16.1 This Deed shall be binding on and enure to the benefit of the personal
          representatives and estates of the Vendors.

     16.2 No  Party may assign in whole or in  part the benefit of any provision
          of this Deed save that the Purchaser may assign the benefit thereof to
          a member of its Group.


     17.  ANNOUNCEMENTS

     17.1 Subject  to Clause  17.2, no announcement  shall be made  by any Party
          relating  to the  transactions  referred  to in this Deed and no Party
          shall disclose to any third party any information concerning the terms
          or subject matter hereof.

     17.2 Any Party may make an announcement or disclose information which would
          otherwise be required  hereunder to be treated as  confidential if and
          to the extent:

          17.2.1    required by the law of any relevant jurisdiction;


                                      -28-
<PAGE>

          17.2.2    required  by  any  securities   exchange  or  regulatory  or
                    governmental  body to which  such  Party or a member  of its
                    Group is subject or submits,  wherever situated,  whether or
                    not the requirement for information has the force of law;

          17.2.3    necessary to enable such Party to obtain the full benefit of
                    its  rights under  this Deed  in accordance  with the  terms
                    hereof;

          17.2.4    disclosed  on  a  confidential  basis  to  the  professional
                    advisers, auditors and bankers of any Party;

          17.2.5    the  information has come  into the public domain through no
                    fault of that Party; or

          17.2.6    the other Parties have  given prior written approval to  the
                    disclosure, such approval not to be unreasonably withheld or
                    delayed,

          PROVIDED THAT any such  information  be disclosed  pursuant to Clauses
          17.2.1  and  17.2.2  of this  Clause  shall be  disclosed  only  after
          consultation with the other Parties.


     18.  JURISDICTION

     18.1 This  Deed shall  be governed  by and  construed  in  accordance  with
          English law.

     18.2 The  Parties agree  that the English  courts shall have  non-exclusive
          jurisdiction  in relation to any dispute  arising out of or in respect
          of this Deed and that any  judgment or order of an English  court made
          in this  respect  shall be  conclusive  and binding on them and may be
          enforced against them.  Nothing in this Clause 18 limits the rights of
          the  Parties  to bring  proceedings  in any other  court of  competent
          jurisdiction or concurrently in more than one jurisdiction.

     18.3 Each  of  the  Vendors  hereby   irrevocably  appoints  the   Vendors'
          Solicitors  as his  agent to  accept  service  of  notices  and  legal
          proceedings  in connection  with all matters  arising out of this Deed
          and the transactions hereby contemplated.


                                      -29-
<PAGE>

     19.  NOTICES

     19.1 Save  as specifically  otherwise provided in  this Deed any notice, to
          be given  pursuant to this Deed shall be  delivered  by hand,  sent by
          prepaid  post sent first  class  (for  inland  mail) or  airmail  (for
          overseas mail) or shall be  transmitted by facsimile  addressed to the
          Party to be served in the case of:

          19.1.1    a company at its registered office for the time being; and

          19.1.2    an individual to the address specified in Schedule 1

          or at such other address or facsimile  number in the United Kingdom as
          any such  Party may from time to time  notify  the  other  Parties  in
          writing as being their address for service hereunder.

     19.2 Notices  delivered  by  hand  shall be deemed  served at  the time  of
          delivery,  notices  sent by post shall be deemed  served on the second
          Business Day (for inland mail) or the fifth Business Day (for overseas
          mail)  after the date of  posting  and any  notice  sent by  facsimile
          transmission  shall be deemed served on the Business Day following the
          date of transmission.


     20.  INVALIDITY

          If any provision of this Deed is held to be invalid or  unenforceable,
          such a provision shall (so far as invalid or  unenforceable)  be given
          no  effect  and shall be deemed to be  excluded  from this  Deed,  but
          without invalidating any of the remaining provisions of this Deed. The
          Parties shall use all reasonable  endeavours to replace the invalid or
          unenforceable  provision by a valid provision,  the effect of which is
          as close as  possible  to the  intended  effect  of the  provision  so
          excluded.


     21.  FURTHER ASSURANCE

          Each Party shall at the Purchaser's  cost do or procure to be done all
          such further acts or things,  and execute or procure the  execution of
          all such other documents as the other may from time to time reasonably
          require,  whether on or after  Completion,  for the  purpose of giving
          such other Party the full benefit of all the provisions of this Deed.


                                      -30-
<PAGE>

     22.  ENTIRE AGREEMENT

     22.1 This  Deed, the Deed  of Tax Covenant,  the Disclosure  Letter and all
          other  documents  which are required by those  documents to be entered
          into by the  parties  or any of them,  constitute  the  whole and only
          agreement  between the Parties  relating to the subject  matter hereof
          and, except to the extent repeated in any of the aforesaid  documents,
          supersede and extinguish any prior drafts,  agreements,  undertakings,
          representations, warranties and arrangements of any nature whatsoever,
          whether or not in writing, relating thereto.

     22.2 Each  of the Parties  acknowledges that  he has not entered  into this
          Deed relying upon any  representation or arrangements  whether oral or
          in writing made by any other of the Parties other than those expressly
          incorporated  or referred to in this Deed or such other  documents  as
          are referred to in Clause 22.1 and accordingly,  except in the case of
          fraud,  none of the Parties shall have any right of action against any
          other  Party   arising  out  of  or  in   connection   with  any  such
          representation   or  arrangement  which  has  not  been  so  expressly
          incorporated or referred to.

     22.3 No variation or amendment of this Deed shall be valid unless it refers
          to this Deed is  evidenced  in  writing  and signed by or on behalf of
          each of the Parties.


     23.  TIME OF THE ESSENCE

          Any date or  period  mentioned  in any  provision  of this Deed may be
          extended by mutual  written  agreement of the Parties,  but as regards
          any date or period so  extended,  time shall be of the essence in this
          Deed  (unless  the  Parties  determine  otherwise  on agreeing to such
          extension).


     24.  COUNTERPARTS

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


                                      -31-
<PAGE>

     AS  WITNESS  this  Deed has been  entered  into on and is  intended  by the
     Parties to be Delivered upon the date first stated above.



                                      -32-
<PAGE>


                                   SCHEDULE 1

                                     PART I

                              The EXTERNAL VENDORS

<TABLE>
<CAPTION>

NAME OF               ADDRESS OF VENDOR           REGISTERED HOLDER          NUMBER OF             CASH
VENDOR                                            (IF DIFFERENT FROM          SHARES           CONSIDERATION
                                                        VENDOR)                                   (POUND)

<S>                <C>                                                         <C>               <C>
J.H. Craig         58 Silverknowes                                             9,859             47,816.62
                   Parkway
                   Edinburgh
                   EH4 5LA

B.E. Sealey        4 Castlelaw Road                                           10,418             50,527.80
                   Edinburgh
                   EH13 0DN

C. J. Shaw         39a Mansionhouse Road                                      11,792             57,191.77
                   Edinburgh
                   EH9 2JD

A. Shaw            5 Burnside Avenue                                           8,844             42,893.82
                   Dalkeith
                   EH22 4JB

A. E. Sealey       The Coachouse                                               4,557             22,101.67
                   99 Blackheath Park
                   London
                   SE3 0EU

J. Ireland         5 Ashmeadows                                                9,114             44,203.34
                   Picktree
                   Washington
                   Tyne & Wear
                   NE38 9HN
                                                                            --------            ----------
                                                                              54,584            264,735.02
                                                                            ========            ==========
</TABLE>




                                      -33-
<PAGE>

                                   SCHEDULE 1

                                     PART II

                              THE EMPLOYEE VENDORS
<TABLE>
<CAPTION>

<S>                                                                      <C>             <C>               <C>
NAME OF VENDOR                ADDRESS OF VENDOR         REGISTERED     NUMBER OF      PORTION OF             CASH
                                                          HOLDER         SHARES      CONSIDERATION      CONSIDERATION
                                                      (IF DIFFERENT                     SHARES              (POUND)
                                                       FROM VENDOR)                       (%)


John O Warren              Grantshall                                    10,002          32.43             5,705.94
                           Blyth Bridge
                           West Linton
                           Peebleshire
                           EH46 7DH

Alistair Fisher            Ballencrieff House                             4,929          18.11
                           Longniddry
                           East Lothian
                           EH32 4PJ

Margaret A. Craig          46 Silverknowes Crescent                       4,929          13.79             5,705.94
                           Edinburgh
                           EH4 5JB

Alex Lyon                  96 Penicuik Road                               4,929          13.79             5,705.94
                           Roslin
                           Midlothian
                           EH25 9NQ

Gordon O'Malley            5/5 Craigend Park                              4,287           9.27             8,558.91
                           Gilmerton
                           Edinburgh


Robin Clark                55 Birrell Drive                               2,113           7.76
                           Westerpitcorthie
                           Dunfermline
                           Fife
                           KY11 5DT

Roddy Castle               12 Priestfield Crescent                          727           2.67
                           Edinburgh
                           EH16 5JQ

Alison Andrew              15/3 Hillcoat Place                              500           0.11             2,282.37
                           Edinburgh
                           EH15 1TW


                                      -34-
<PAGE>

NAME OF VENDOR                ADDRESS OF VENDOR         REGISTERED     NUMBER OF      PORTION OF             CASH
                                                          HOLDER         SHARES      CONSIDERATION      CONSIDERATION
                                                      (IF DIFFERENT                     SHARES              (POUND)
                                                       FROM VENDOR)                       (%)

Lorraine Brown             384/8 Easter Road                                352           1.29
                           Ferrier Court
                           Edinburgh
                           EH6 8JN

Moira Dempster             2 Newhaven Road                                  113           0.18               313.83
                           Edinburgh
                           EH6 5PU

Steve Bissett              53 Jean Armour Avenue                            113           0.42
                           Edinburgh
                           EH16 6XB

Gail Archibald             13 Parkhead View                                  50           0.18
                           Edinburgh
                           EH11 4RU
                                                                         ------         ------            ---------
                                                                         33,686         100               28,272.93
                                                                         ======         ======            =========
</TABLE>




                                      -35-
<PAGE>

                                   SCHEDULE 2

                                   THE COMPANY


1.   Date of incorporation:                            24th March 1992

2.   Companies Act(s) under which incorporated:        1985 and 1989

3.   Registered number:                                SC137315

4.   Registered office:                                Sandport House,
                                                       17 Coburg Street,
                                                       Edinburgh EH6  6ET

5.   Directors:
                                                       Alistair Fisher
                                                       Barry Edward Sealey
                                                       Christopher John Shaw
                                                       John Owen Warren

6.   Secretary:                                        Christopher John Shaw

7.   Accounting Reference Date:                        31st May

8.   Authorised share capital:                         (pound)50,000 divided
                                                       into 100,000 ordinary
                                                       shares of (pound)0.50
                                                       each

9.   Issued and allotted share capital:                87,628 ordinary shares of
                                                       (pound)0.50 each all of
                                                       which have been issued
                                                       and allotted and are
                                                       fully paid or credited as
                                                       fully paid.





                                      -36-
<PAGE>



                                   SCHEDULE 3

                            CONFIRMATION OF NO CLAIMS
                                     PART 1
                             DIRECTORS AND SECRETARY



The Directors,
Interface Graphics Limited

                                                         [                ] 1998



I hereby  resign my office as  [director/Secretary/and  as an  employee]  of the
above company with effect from the date upon which my resignation is accepted.

I hereby  confirm that [save for accrued  remuneration  of not more than [ ],] I
have no claim against the above company in respect of any cause, matter or thing
including  (without  limitation) any claim for  compensation for loss of office,
breach of contract or for  redundancy or unfair  dismissal and that there is not
outstanding  any agreement or  arrangement  under which the above company has or
could have any obligation to me.



SIGNED as a Deed and Delivered by                  )
[                 ]                                )
in the presence of:                                )






                                      -37-
<PAGE>



                                   SCHEDULE 3

                                     PART 2
                                   THE VENDORS



The Directors,
Interface Graphics Limited

                                                        [                 ] 1998




I hereby  confirm that I have no claim  against the above  company in respect of
any cause,  matter or thing and that there is not  outstanding  any agreement or
arrangement under which the above company has or could have any obligation to me
save pursuant to the share purchase  agreement by way of deed dated [ ] 1998 and
made  between  A.  Andrew  and  others (1) and  Elements  (UK)  Limited  (2) and
Interface Graphics Limited (3) or to any employment  contract subsisting between
the Company and me.



SIGNED as a Deed and Delivered by                  )
[                          ]                       )
in the presence of:                                )





                                      -38-
<PAGE>


                                   SCHEDULE 3

                                     PART 3
                                    AUDITORS



The Directors,
Interface Graphics Limited
Sandport House
17 Coburg Street
Edinburgh
EH6  6ET

                                                      [                   ] 1998



We hereby  resign our office as auditors of the above  company  with effect from
the date hereof.  We confirm  that we have no claim  against the said company in
respect of any cause, matter or thing. There are no circumstances connected with
our resignation which we consider should be brought to the notice of the members
or creditors of the said company.

We consent to the  submission  of a signed  duplicate  of this  document  to the
Registrar of Companies for filing by the said company in accordance with section
392 of the Companies Act 1985.


For and on behalf of Grant Thornton




-----------------------------------
(Partner)




                                      -39-
<PAGE>


                                   SCHEDULE 4

                                 THE WARRANTIES

                                     PART 1
                                     GENERAL


1.        INFORMATION

1.1       DISCLOSURE

          the  text  of  the  Disclosure  Letter  is  true,  accurate  and   not
          misleading.

1.2       OTHER INFORMATION

          The contents of the Recitals and of Schedule 1 are true and accurate.


2.        THE VENDORS

2.1       The  Vendor in question  has  obtained  all  applicable  governmental,
          statutory,   regulatory,  or  other  consents,  licences,  waivers  or
          exemptions  required  to empower  him to enter into and to perform his
          obligations  under this Deed and the other documents to be executed by
          him as contemplated herein and, accordingly,  that Vendor has the full
          legal  right  and  power to sell and  transfer  all his  Shares to the
          Purchaser  in  accordance  with the  provisions  of this  Deed  which,
          together  with the other  documents  to be  executed by that Vendor as
          contemplated  herein,  shall upon  execution and delivery be valid and
          binding upon that Vendor.

2.2       Neither  the Vendor  in question  nor any  person connected  with that
          Vendor:

          2.2.1     is a customer or supplier of the Company;

          2.2.2     owns or controls Intellectual Property Rights or land or any
                    other substantial asset used by the Company;


                                      -40-
<PAGE>

          2.2.3     enjoys or  has enjoyed  any  benefit from the  Company other
                    than in accordance  with the express terms of his employment
                    contract  and other than in respect  of  dividends  declared
                    prior to the Last Accounts Date;

          2.2.4     owes money to or is owed money by the Company; or

          2.2.5     has any interest in any company or partnership which carries
                    on  business  competing  directly  or  indirectly  with  any
                    business of the Company.


3.        THE SHARES

          All of the Shares registered in the name of that Vendor are fully paid
          or  properly  credited as fully paid and the Vendor in question is the
          registered  and  beneficial  owner of that  number of  Shares  set out
          opposite  his name in  Schedule 1 and all his Shares are free from all
          security  interests,  options,  equities,  claims or other third party
          rights  (including  rights of  pre-emption)  of any nature  whatsoever
          (save for such security interests,  options, equities, claims or other
          third  party  rights  as  may  arise   pursuant  to  the  Articles  of
          Association of the Company).


4.        FINANCIAL MATTERS

4.1       ACCOUNTS

4.1.1     The Accounts give a true and fair view of the state of affairs of  the
          Company  as at the Last  Accounts  Date and of their  results  for the
          financial  year ended on the Last Accounts Date and there have been no
          post-balance sheet events which might affect such true and fair view.

4.1.2     Without limiting the generality of Warranty 4.1.1:

          (a)  the Accounts either make full  provision  for or, as appropriate,
               disclose   all   liabilities,    whether   actual,    contingent,
               unquantified or disputed (including  financial lease commitments,
               tax  liabilities   (including,   without   limitation,   deferred
               taxation)  and pension  liabilities),  all  capital  commitments,
               whether  actual or  contingent,  and all bad or doubtful debts of
               the  Company  as at the  Last  Accounts  Date,  in  each  case in
               accordance with generally accepted accounting principles;

                                      -41-
<PAGE>

          (b)  the Accounts and the audited accounts of the Company for each  of
               its two  financial  periods  immediately  preceding its financial
               period ended on the Last Accounts  Date were  prepared  under the
               historical  convention,  complied  with the  requirements  of the
               Companies Act 1985 (as amended) and all other  relevant laws then
               in force and with all statements of standard accounting practice,
               financial  reporting  standards  and other  accounting  standards
               issued by the Accounting  Standards Board and all other generally
               accepted  accounting  principles  of the United  Kingdom  then in
               force;

          (c)  any slow moving stock  included in the Accounts (being stock held
               for a period in excess of 3 months as at the Last Accounts  Date)
               has been written down appropriately and any redundant,  obsolete,
               damaged,    used   or   unsaleable   stock   and    irrecoverable
               work-in-progress  has been wholly written off, and in no case did
               the value attributed to any stock included in the Accounts exceed
               the  lower  of  cost  and net  realisable  value  as at the  Last
               Accounts Date;

          (d)  all work-in-progress valued in the Accounts was valued on a basis
               excluding  profit and  including  adequate  provision  for losses
               which  are or should  reasonably  have  been  anticipated  by the
               Warrantors;

          (e)  the method of valuing  stock and  work-in-progress  and the basis
               of depreciation and amortisation adopted in the Accounts were the
               same as those adopted in the audited  accounts of the Company for
               each of its two financial  years  preceding  the  financial  year
               ended on the Last Accounts Date;

4.2       MANAGEMENT ACCOUNTS

4.2.1     The unaudited management accounts of the Company for all periods ended
          after the Last Accounts Date are  contained in the  Disclosure  Letter
          and they  were  properly  prepared  in a manner  consistent  with that
          adopted in the preparation of its management  accounts for all periods
          ended during the 12 months prior to the Last Accounts Date.

4.2.2     Having  regard  to the  purpose for which  such  unaudited  management
          accounts  were  prepared,  they  are not  misleading  in any  material
          respect and neither  materially  overstate the value of the assets nor
          materially  understate the  liabilities of the Company as at the dates
          to which  they  were  drawn  up and do not  materially  overstate  the
          profits of the Company in respect of the periods to which they relate.

                                      -42-
<PAGE>

4.3       POSITION SINCE THE LAST ACCOUNTS DATE

4.3.1     Since the Last  Accounts  Date there  has  been  no  material  adverse
          change  in the  financial or  trading  position or (save to the extent
          that  the  same  would  be  likely  to  affect  to  a  similar  extent
          generally all companies carrying on  similar businesses to the Company
          in the United Kingdom) in the trading prospects of the Company and, so
          far as the Warrantors are aware no event,  fact or matter has occurred
          which is likely to give rise to any such change.

4.3.2     Since the Last Accounts Date:

          (a)  the  business of the Company has been carried on in the  ordinary
               and usual  course and the  Company has not made or agreed to make
               any payment other than routine payments in the ordinary and usual
               course of trading;

          (b)  no  contract,  liability  or  commitment (whether  in respect  of
               capital  expenditure  or otherwise)  has been entered into by the
               Company  which  is of a long  term or  unusual  nature  or  which
               involved or could involve an  obligation of a material  nature or
               magnitude (a liability for  expenditure in excess of (pound)5,000
               being included as "material" for this purpose);

          (c)  the Company has not (whether in the ordinary and usual  course of
               business or  otherwise)  acquired  or  disposed  of, or agreed to
               acquire or dispose of, any  business or any asset  having a value
               in excess of (pound)2,000,  except as disclosed in the Disclosure
               Letter;

          (d)  no debtor  has been  released  by the  Company on terms that such
               debtor  pays less than the book  value of its debt and no debt in
               excess of  (pound)10,000  owing to the Company has been deferred,
               subordinated   or  written  off  or  has  proved  to  any  extent
               irrecoverable;

          (e)  there has been no  unusual increase  or decrease  in the level of
               the stock of the Company;

          (f)  the business of the Company has not been affected by any abnormal
               factor not affecting to a similar  extent generally all companies
               carrying  on  similar  businesses  to  the  Company in the United
               Kingdom;


                                      -43-
<PAGE>

          (g)  there  has been no material reduction in the cash balances of the
               Company from those set out in the Accounts; and

          (h)  the  Company has  continued to pay its  creditors in the ordinary
               course of business.

4.4       WORKING CAPITAL

          Having regard to existing  bank and other  financial  facilities,  the
          Company  has  sufficient  working  capital  available  to it as at the
          Completion  Date to enable it to continue to carry on its  business in
          its  present  form and at its present  level of  turnover  and for the
          purpose of  performing  in  accordance  with their  terms all  orders,
          projects  and other  obligations  of the Company and  discharging  all
          liabilities  of the  Company  which ought  properly  to be  discharged
          during the period of 12 months after Completion.

4.5       ACCOUNTING AND OTHER RECORDS

4.5.1     The statutory books, books of account, accounting,  tax, VAT and other
          records of the Company:

          (a)  are up-to-date  and have been  maintained in accordance with  all
               applicable laws and generally accepted accounting  practices on a
               proper and consistent basis;

          (b)  comprise  complete  and  accurate  records  of  all   information
               required to be recorded therein  (including,  without limitation,
               details of all the  Company's  assets,  liabilities  and  current
               transactions); and

          (c)  are in its  possession  or under its  control  together  with all
               documents of title and executed copies of all existing agreements
               to which the Company is a party.

4.5.2     All  the records  and systems  (including but not  limited to computer
          systems)  and all data and  information  of the  Company is  recorded,
          stored, maintained or operated or otherwise held by the Company and is
          not wholly or partly  dependent on any facilities  which are not under
          the exclusive ownership or control of the Company.

4.5.3     The Company is licensed 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


                                      -44-
<PAGE>

          used prior to the  Completion  Date and does not share any user rights
          in respect of such software with any other person.

4.5.4     All accounts, documents and returns required by law to be delivered or
          made  by the  Company  to the  Registrar  of  Companies  or any  other
          authority have been duly and correctly delivered or made.

5.        DEBT POSITION

5.1       DEBTS OWED TO THE COMPANY

5.1.1     There are no debts owing to the Company other than:

          (a)  those debts specified in the Disclosure Letter and

          (b)  trade debts incurred in the ordinary and usual course of business
               which do not exceed (pound)270,000 in aggregate and none of which
               exceeds (pound)25,000.

5.1.2     None  of the book  debts  included  in the  Accounts  as owing  to the
          Company have been  realised for an amount less than the value at which
          they were included in the Accounts.  All debts owing to the Company at
          Completion  are the  absolute  property of the Company and are not the
          subject of any assignment,  factoring  agreement or other  encumbrance
          and such book  debts will (save  insofar as a specific  provision  has
          been made in the  Accounts  therefor) be good and  collectable  in the
          ordinary  course of  business  and in any event not later  than  three
          months after Completion.

5.2       DEBTS OWED BY THE COMPANY

5.2.1     The  Company does not  have outstanding any  borrowing or indebtedness
          in  the  nature  of  borrowing  (including,  without  limitation,  any
          indebtedness  for  moneys  borrowed  or raised  under  any  acceptance
          credit,  bond,  note,  bill of exchange or commercial  paper,  finance
          lease, hire purchase agreement, trade bills (other than those on terms
          normally obtained),  forward sale or purchase agreement or conditional
          sale agreement or other transaction  having the commercial effect of a
          borrowing)  other than as set out in the  Disclosure  Letter and trade
          debts  incurred by the  Company in the  ordinary  and usual  course of
          business   since  the  last   Accounts   Date   which  do  not  exceed
          (pound)150,000 in aggregate and none of which exceeds (pound)15,000.

                                      -45-
<PAGE>

5.2.2     The  Company  has  received  no notice  to repay  under any  agreement
          relating to any borrowing or  indebtedness  in the nature of borrowing
          which is repayable on demand.

5.2.3     There  has  not  occurred  any event  of default or any other event or
          circumstance  which  would  entitle  any  person  to  call  for  early
          repayment   under  any   agreement   relating  to  any   borrowing  or
          indebtedness  of the Company or to enforce any  security  given by the
          Company (or, in either case, any event or circumstance  which with the
          giving  of  notice   and/or  the  lapse  of  time  and/or  a  relevant
          determination would constitute such an event or circumstance).


6.        REGULATORY MATTERS

6.1       LICENCES

6.1.1     The licences, permissions, authorisations and consents set out in  the
          Disclosure   Letter   comprise   all   the   licences,    permissions,
          authorisations,  consents  and rights  required to be granted by third
          parties in order for the Company to carry on its business  effectively
          in the places and in the manner in which such  business is now carried
          on.

6.1.2     The licences, permissions, authorisations and consents set out in  the
          Disclosure  Letter are in full force and  effect,  are not  limited in
          duration or subject to any unusual or onerous conditions and have been
          complied with in all respects.

6.1.3     No act, event or omission has occurred as a result of which, and there
          are no  circumstances of which the Warrantors are aware which indicate
          that, any of the licences, permissions, authorisations or consents set
          out in the  Disclosure  Letter will or are likely to be revoked or not
          renewed,  in  whole or in  part,  in the  ordinary  course  of  events
          (whether as a result of the acquisition of the Shares by the Purchaser
          or otherwise).

6.2       COMPLIANCE WITH LAWS

6.2.1     The  Company has  conducted  its  business and  corporate  affairs  in
          accordance  with its Memorandum  and Articles of Association  and with
          all applicable laws and regulations  (whether of the United Kingdom or
          of any other  jurisdiction  in which the  Company  has  conducted  its
          business and/or corporate affairs).

6.2.2     There is  no violation by the Company of, or default  with respect to,
          any statute, regulation, order, decree or judgment of any court or any
          governmental or regulatory authority (whether


                                      -46-
<PAGE>

          of the  United  Kingdom  or of any  other  jurisdiction  in which  the
          Company has conducted its business and/or corporate affairs).

6.3       FAIR TRADING AND RESTRICTIVE PRACTICES

6.3.1     The Company is not a party to (and is not concerned in) any agreement,
          arrangement, concerted practice or course of conduct which:

          (a)  is  registrable  under  the  provisions of  the Restrictive Trade
               Practices Act 1976 (as amended); or

          (b)  contravenes the provisions of the Resale Prices Act 1976; or

          (c)  amounts  to an anti-competitive  practice within section 2 of the
               Competition Act 1980; or

          (d)  contravenes  Article 85 and/or Article  86 of the Treaty of Rome;
               or

          (e)  infringes the  competition  legislation  or practice of any other
               jurisdiction  in which the Company  has  conducted  its  business
               and/or corporate affairs.

6.3.2     The  Company has received  no process,  notice or  other communication
          (formal or  informal)  by or on behalf of the  Office of Fair  Trading
          (whether under the Fair Trading Act 1973, the  Competition Act 1980 or
          otherwise),  the Monopolies and Mergers  Commission,  the Secretary of
          State  for  Trade  and  Industry  or the  Commission  of the  European
          Communities or any other authority having  jurisdiction in competition
          matters in  relation  to any aspect of the  business of the Company or
          any agreement, arrangement, concerted practice or course of conduct to
          which the Company is, or is alleged to be, a party.

6.3.3     The  Company is not involved  in any practice or agreement as a result
          of  which  it is  likely  to  receive  any  such  process,  notice  or
          communication as is referred to in Warranty 6.3.2.

6.3.4     The  Company is  not  subject to  any order or  judgment  given by any
          court  or  governmental  or  regulatory  authority,  or  party  to any
          undertaking  or  assurance  given to any such court or  authority,  in
          relation to competition matters which is still in force.


                                      -47-
<PAGE>

7.        THE COMPANY'S ASSETS

7.1       OWNERSHIP

7.1.1     For  the  purpose of  this  Warranty  7.1,  "assets"  includes  plant,
          machinery,  vehicles,  equipment  and stock but shall not  include the
          Property,  to which the  provisions of Part 2 of this  Schedule  shall
          apply.

7.1.2     All  the assets included in  the Accounts of the  Company or purchased
          by it since the Last  Accounts  Date  (other  than  assets sold in the
          ordinary  course of business but  including all book debts owed to the
          Company)  are the absolute  property of the Company.  Those assets are
          not the subject of any security  interest or any  assignment,  equity,
          option, right of pre-emption,  royalty, factoring arrangement, leasing
          or hiring  agreement,  hire purchase  agreement,  conditional  sale or
          credit  sale  agreement,  agreement  for  payment on  deferred  terms,
          agreement whereby title to those assets is reserved to the supplier or
          any similar  agreement or arrangement (or any obligation,  including a
          conditional obligation,  to create or enter into any such agreement or
          arrangement)  except  for those  agreements  listed in the  Disclosure
          Letter.

7.2       POSSESSION AND THIRD PARTY FACILITIES

7.2.1     All  of the  assets owned by  the Company,  or in respect of which the
          Company has a right of use, are in the possession or under the control
          of the Company.

7.2.2     Where  any  assets  are used  but not  owned  by  the  Company  or any
          facilities or services are provided to the Company by any third party,
          there has not  occurred  any event of  default  or any other  event or
          circumstance  which would  entitle any third  party to  terminate  any
          agreement or licence in respect of the provision of such facilities or
          services (or any event or circumstance which with the giving of notice
          and/or  the  lapse  of time  and/or  a  relevant  determination  would
          constitute such an event or circumstance).

7.3       ADEQUACY OF ASSETS

7.3.1     The  assets of  the Company and the  facilities and  services to which
          the Company has a contractual  right  include all rights,  properties,
          assets,  facilities and services  reasonably required for the carrying
          on of the  business  of the  Company  in the  manner  in  which  it is
          currently carried on.


                                      -48-
<PAGE>

7.3.2     The  computer software  used by the Company is  capable of recognising
          and  distinguishing  between year dates  relating to the 20th and 21st
          centuries and neither the  functionality  nor the  performance  of the
          computer software will be affected by the advent of the year 2000.

7.4       CONDITION

          All the  fixtures,  plant,  machinery,  equipment  and vehicles  owned
          and/or used by the Company:

          7.4.1     are in a reasonable state of repair,  given the age and  use
                    made of the relevant  asset,  (fair wear and tear  excepted)
                    and  have  been   regularly   and  properly   maintained  in
                    accordance with appropriate technical specifications, safety
                    regulations  and the terms and  conditions of any applicable
                    agreement;

          7.4.2     are  capable of being efficiently and  properly used for the
                    purposes for which they were acquired or are retained; and

          7.4.3     none  is dangerous  (if used in accordance  with appropriate
                    instructions),  inefficient,  obsolete (given the age of the
                    relevant  asset) or in need of  renewal  or  replacement  by
                    reason of being worn out.

7.5       MAINTENANCE CONTRACTS

          Maintenance  contracts  are in full force and effect in respect of all
          assets  which the  Company  is obliged  to  maintain  or repair and in
          respect of all assets  which it is  necessary  to have  maintained  by
          outside or specialist contractors.

7.6       ASSET REGISTER

          The  Disclosure Letter includes a complete and  accurate record of all
          the plant, machinery,  equipment and vehicles owned, used or possessed
          by the Company.

7.7       CASH

7.7.1     Details of the cash balances of the Company as at the Completion  Date
          are accurately set out in the Disclosure Letter.


                                      -49-
<PAGE>

7.8       INSURANCES

7.8.1     There is  set out in the Disclosure  Letter an accurate summary of the
          insurances  maintained by or covering the Company. Such insurances are
          in  full  force  and  effect  and,  to  the  best  of  the  knowledge,
          information  and  belief of the  Vendors,  there are no  circumstances
          which might lead to any liability  under such insurance  being avoided
          by the insurers or the premiums being  increased and  Completion  will
          not have the  effect of  terminating,  or  entitling  any  insurer  to
          terminate, cover under any such insurance.

7.8.2     No  claim is  outstanding  by the  Company  under any  such policy  of
          insurance and, to the best of the knowledge, information and belief of
          the Vendors,  there are no circumstances likely to give rise to such a
          claim.

7.8.3     All premiums falling due in respect of such policies of insurance have
          been promptly paid.


8.        INTELLECTUAL PROPERTY RIGHTS

8.1       Save  in respect of its name and  personal computer software generally
          available in the market place, the Company does not require to conduct
          its  Business  any  patents,  trade marks and service  marks  (whether
          registered  or  not),   registered  design  rights,   utility  models,
          applications  for any of the  foregoing and the right to apply for any
          of the foregoing in any part of the world,  copyright,  design rights,
          inventions,   confidential  information,   trade  secrets,   know-how,
          production data, business or trade names or the benefit of any licence
          in  connection  with  any of  the  foregoing  ("Intellectual  Property
          Rights").

8.2       No  notice or claim has been received  by the Company which claims any
          infringement by the Company of any Intellectual Property Rights.


9.        CONTRACTUAL MATTERS

9.1       MATERIAL CONTRACTS

          Except as specified in the Disclosure Letter, there is not outstanding
          any agreement or arrangement to which the Company is a party:


                                      -50-
<PAGE>

          9.1.1     which,  by virtue of the  acquisition  of the Shares by  the
                    Purchaser or  other performance of  the terms of  this Deed,
                    will result in:

                    (a)  any third party being relieved of any obligation to the
                         Company  or becoming  entitled to  exercise  any  right
                         (including  any right  of termination  or any  right of
                         pre-emption or other option) against the Company; or

                    (b)  the Company  being in default under  any such agreement
                         or arrangement or losing any benefit, right or  licence
                         which it currently enjoys or a liability or  obligation
                         of the Company being created or increased;

          9.1.2     entered  into otherwise  than by  way of  a bargain at arm's
                    length;

          9.1.3     to which any of the provisions of section 320, 322 or 330 of
                    the Companies Act may apply;

          9.1.4     (save for the guarantees specified in the Disclosure Letter)
                    which establishes any guarantee, indemnity, suretyship, form
                    of comfort or support (whether or not legally binding) given
                    by the Company in respect of the  obligations or solvency of
                    any third party;

          9.1.5     which,  upon completion by  the Company of  its work or  the
                    performance of its other  obligations under it, is likely to
                    result in a loss for the Company which is not fully provided
                    for in the  Accounts or which is either not expected to make
                    a normal profit margin or which involves an abnormal  degree
                    of risk;

          9.1.6     or  any power of  attorney given by the Company or any other
                    authority  which  would  enable  any  person not employed by
                    the  Company to  enter into  any contract  or commitment  on
                    behalf of the Company;

          9.1.7     which involves or is likely to involve:

                    (a)  expenditure  by the  Company in  excess of (pound)5,000
                         outside of  the ordinary and normal course of business;
                         or


                                      -51-
<PAGE>

                    (b)  obligations  or  restrictions  of  the  Company  of  an
                         unusual or exceptional  nature and not in the  ordinary
                         and usual course of the Business;

          9.1.8     which  has more  than three  months left  to run  and is not
                    capable of being  terminated by three months' notice or less
                    without payment of compensation or damages by the Company;

          9.1.9     which  is an  agreement or  arrangement for  the  supply  of
                    consultancy or similar services to the Company;

          9.1.10    in which  a director of the Company or any of the Vendors or
                    any person connected with any of them is interested;

          9.1.11    which is any other agreement or arrangement having or likely
                    to  have a  material  adverse  effect  on the  financial  or
                    trading position or prospects of the Company; or

          9.1.12    which  is  a  bid,  tender,  proposal  or  offer  which,  if
                    accepted,  would  result in the Company  becoming a party to
                    any  agreement  or   arrangement  of  a  kind  described  in
                    Warranties 9.1.1 to 9.1.11 above.

9.2       DEFAULTS

9.2.1     The  Company is  not in default  under any agreement  to which it is a
          party and there are no  circumstances  likely to give rise to any such
          default.

9.2.2     No  party with  whom the  Company has  entered  into any  agreement or
          arrangement  is in default  under such  agreement or  arrangement  and
          there are no circumstances likely to give rise to any such default.

9.3       TRADING RELATIONSHIPS

          During the 12 months  preceding the Completion Date no customer of the
          Company who contributed  five (5) per cent. or more of annual sales of
          the Company or supplier of the Company who supplied five (5) per cent.
          or more of the  aggregate  value of all  purchases  by the Company has
          ceased to deal with the Company or has indicated an intention to cease
          to deal with the Company, either in whole or in part, and, to the best
          of the  knowledge,


                                      -52-
<PAGE>

          information  and belief of the  Vendors,  no such  person is likely to
          cease to deal with the  Company or deal with the  Company on a reduced
          level  (whether  as a result of the  acquisition  of the Shares by the
          Purchaser  or other  performance  of the terms of this Deed or for any
          other reason).

9.4       PRINCIPAL CUSTOMERS AND SUPPLIERS

9.4.1     Other  than as  listed in the  Disclosure  Letter as  appropriate,  no
          customer or supplier  (including any person  connected in any way with
          any such customer or supplier)  accounts either for more than ten (10)
          per  cent.  of the  aggregate  value of all sales or for more than ten
          (10) per cent. of the aggregate value of all purchases of the Company.


10.       LITIGATION AND INVESTIGATIONS

10.1      LITIGATION

10.1.1    Except  as  plaintiff  in  the  collection  of debts  arising  in  the
          ordinary  course of business (none of which exceeds  (pound)5,000  and
          which do not exceed  (pound)10,000 in aggregate),  the Company is not,
          and no person for whose  acts or  defaults  the  Company is capable of
          being held  vicariously  liable is, a  plaintiff  or  defendant  in or
          otherwise a party to any  litigation,  arbitration  or  administrative
          proceedings  which are in  progress  or  threatened  or  pending by or
          against or concerning the Company or any of its assets.

10.1.2    The  Company is not  subject to  any order or  judgment  given by  any
          court or governmental  agency and is not a party to any undertaking or
          assurance given to any court or governmental  agency which is still in
          force.

10.1.3    So far  as the Warrantors  are aware there  are no circumstances which
          are likely  to give  rise to  any such  proceeding,  investigation  or
          inquiry as is referred to in Warranty 10.1.1 or 10.1.2.

10.2      DEFECTIVE PRODUCTS

          The Company  has not  manufactured,  sold or  supplied  any product or
          service which is or was or will become in any material respect faulty,
          defective or dangerous  (unless  inherently  dangerous) (fair wear and
          tear  excepted) or which does not comply in any material  respect


                                      -53-
<PAGE>

          with any warranties or representations  expressly or impliedly made by
          the Company or with all applicable  laws,  regulations,  standards and
          requirements.


11.       DIRECTORS AND EMPLOYEES

11.1      The Disclosure Letter contains full details of the terms of employment
          (including the name, sex, age,  position held,  hours of work, date of
          commencement of period of continuous service, notice period, number of
          days'  statutory  sick pay  received  during  current  calendar  year,
          current salary and other material benefits of each such person) of all
          employees of the Company.

11.2      No  assurances or  undertakings (whether legally binding  or not) have
          been given to the  employees of the Company as to the  continuance  or
          introduction  or increase or  improvement  of any  retirement,  death,
          sickness or disability scheme.

11.3      No  person is employed by the Company on terms which in any particular
          circumstances  would  entitle him to a bonus or  incentive  payment or
          commission  (based on profits or turnover) or participation in a share
          option or share incentive scheme.

11.4      Since  the Last Accounts Date  no change has been made in the basis of
          emoluments  or other  terms of  employment  of any of the  officers or
          employees of the Company.

11.5      There is no outstanding commitment (whether legally binding or not) to
          increase the remuneration of any officer or employee of the Company.

11.6      Neither  the  Company  nor  any of  its  employees  is engaged  in any
          industrial or trade dispute and so far as the  Warrantors are aware no
          act,  event or omission has  occurred  which is likely to give rise to
          any such dispute.

11.7      The  Company  has  complied with  all  provisions of  the  legislation
          relating to statutory sick pay.

11.8      There  is  not  outstanding  any  contract of  service or contract for
          services  between the Company  and any of its  directors,  officers or
          employees which is not terminable by the Company without  compensation
          (other than compensation  payable by statute) on one month's notice at
          any time.


                                      -54-
<PAGE>

11.9      There  is no outstanding  claim against  the Company by any present or
          former employee of the Company nor any dispute between the Company and
          a material number or class of its employees and no payments are due by
          the Company under the provisions of the Employment Rights Act 1996.


12.       INSOLVENCY

12.1      No  order has been made,  petition presented or  meeting convened  for
          the  purpose of  considering  a  resolution  for the winding up of the
          Company. No petition has been presented for an administration order to
          be made in relation to the  Company,  and no receiver  (including  any
          administrative receiver) has been appointed in respect of the whole or
          any part of any of the  Properties,  assets and/or  undertaking of the
          Company.

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

12.3      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 Properties, assets and/or undertaking of the
          Company.

12.4      The  Company is not and has not been party to any transaction with any
          third  party or parties  which,  in the event of any such third  party
          going into liquidation or receivership or an administration order or a
          bankruptcy  order  being made in  relation  to it or him, is likely to
          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 sections 238 to
          245 and/or sections 339 to 344 of the Insolvency Act.

12.5      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
          jurisdiction.


                                      -55-
<PAGE>

                                 THE WARRANTIES

                                     PART 2
                               PROPERTY WARRANTIES

1.   The Property comprises all the land and buildings owned, leased or occupied
     by the  Company.  The Company does not use or occupy or have an interest in
     any other land or buildings.

2.   The Company has undisputed exclusive and actual  possession of the whole of
     the Property and,  during the period of the Company's  ownership or tenancy
     of the Property there have been no disputes with  adjoining  proprietors or
     with third parties  concerning  any items common to any of the Property and
     to any  contiguous  property,  access to or egress from the Property or the
     title to or right to exclusive and actual possession of the Property.

3.   There  are no  circumstances which would  entitle or  require  any superior
     landlord  or any  other  person  to  exercise  any  right of  irritancy  or
     forfeiture  or which  restrict  the  right  of the  Company  to  continuing
     exclusive and actual possession or occupation of the Property,  and without
     prejudice  to the  generality  of the  foregoing,  there are no third party
     occupancy rights, leases or sub-leases affecting the Property.

4.   The  information provided  by the Warrantors related to  the Lease is true,
     complete and accurate in all respects.

5.   All deeds  and documents necessary to prove the title of the Company to the
     Property are in the  possession  of the Company or are held to the order of
     the Company.

6.   The  Company has duly complied with all material feuing or title conditions
     affecting or relating to the Property.

7.   The Company has  in respect of the  Property complied in all  respects with
     all  statutory  requirements,   planning  consents,  bye-laws,  orders  and
     regulations  affecting it and no notice of any breach or  non-compliance by
     the Company in relation to any of the foregoing matters has been received.

8.   The Company has not offered or agreed to dispose of any of the  Property or
     any part of any of them or any  interest  therein  and the  Company has not
     offered or agreed to grant any option, sub-lease,  servitude or interest or
     any other  Encumbrance  over any of the  Properties


                                      -56-
<PAGE>

     or any part  thereof  or  offered  or agreed to  acquire  any other land or
     buildings or any interest therein.

9.   There are  no outstanding  liabilities  in respect  of the  maintenance  or
     repair of any of the Property or of any property common to the Property and
     any contiguous  property nor are there are any repairs or maintenance works
     proposed.

10.  No  buildings or other construction erected on any of the Property contains
     in its fabric any Hazardous  Substance or any materials or substances whose
     use is not in  accordance  with  current  good  building  practice  or with
     current building standards.

11.  Copies of all  building contracts and of  all warranties and guarantees and
     of all  consultants'  contracts  and terms of  engagement  relating  to any
     building or engineering  work carried out in respect of any of the Property
     in the last ten years are attached to the  Disclosure  Letter and there are
     no outstanding  defects liability periods  thereunder or any outstanding or
     contemplated actions, proceedings, costs, claims, damages or losses arising
     thereunder or in connection therewith.

12.  The  current use  of the Property  has been duly  authorised or established
     under  the Town &  Country  Planning  (Scotland)  Act 1997 and there are no
     conditions or restrictions attached to the said use.

13.  In  the event that  any reservation of  minerals  affects the Property such
     reservation does not include the right to open or enter onto the surface of
     the Property and  adequate  compensation  is payable to the Company for any
     damage  occasioned  to the  Property in question  as a  consequence  of any
     operations in connection with such reserved minerals.

14.  There  are  no  outstanding  actions,  disputes  or  claims  affecting  the
     Property.

15.  There  are no restrictions in  the title deeds to the Property or otherwise
     which would prevent the Property from being used for their existing use and
     the business of the Company.

16.  The Property  has the benefit of all rights and services  (including rights
     of  access  from the  public  roadway)  necessary  for  their  full use and
     enjoyment.

17.  The  Company  has  disclosed  all  information  material  to  the continued
     occupation and use of the Property by the Company.


                                      -57-
<PAGE>

18.  There  are  no  securities,   burdens,  servitudes,  wayleaves,  overriding
     interests,  rights of  pre-emption  or  redemption,  options or other third
     party rights or any other  Encumbrances  adversely  affecting  the Property
     other than the rights reserved to the landlords under the Leases (including
     Landlords' hypothec) and matters within the Warrantors knowledge.

19.  All  necessary  consents,  permissions,  licences, warrants and others have
     been  obtained and complied  with for all works carried out on the Property
     and for their existing use.

20.  Any alterations, improvements or additions carried out and completed to the
     Property  have  been  carried  out  in  accordance   with  valid   planning
     permissions,  building  warrants,  certificates of completion and all other
     requisite  consents and copies of all such items are in the  possession  of
     the Company.

21.  There  are  no  orders  or notices  by the  local  authority  or  otherwise
     affecting the Property nor to the best of the  knowledge,  information  and
     belief of the Vendors are there any present or future proposals  whether in
     respect  of the  Property  or other  nearby  subjects  which  would  either
     adversely  affect the use,  value,  amenity or character of the Property or
     result in any charge or other liability.

22.  The carriageway, footpaths, kerbs, water channels and sewers ex adverso and
     serving the Property have been taken over for  maintenance  by the relevant
     public  authority  and there are no road  widening or other road  proposals
     affecting the Property or any charges due in respect of them.

23.  The  Property  complies   in  all  respects  with  all  relevant  statutes,
     subsidiary legislation and the like and in particular but without prejudice
     to the generality of the foregoing meet the  requirements of the Department
     of  Environmental  Health and comply  with the  Offices,  Shops and Railway
     Premises Act 1963 and the Health and Safety at Work etc. Act 1974.

24.  The  Property is served by electricity,  gas and water from or to the mains
     supply and are directly connected to the mains sewers.

25.  Either  there is  in existence  for the  Property a valid and unconditional
     fire  certificate  issued in the Fire Precautions Act 1971 and the Property
     complies with the conditions  attaching to the same or alternatively,  if a
     fire certificate is not required for the Property, nevertheless comply with
     the requirements of the Fire Precautions Act 1971 in all respects.


                                      -58-
<PAGE>

26.  The   title  to  the  Property  contains   no  unduly  onerous  or  unusual
     burdens, restrictions or conditions.

27.  The Property is not listed as lying within a conservation area nor as being
     of  architectural  or historic  interest nor are they the subject of a Tree
     Preservation Order, Section 75 Agreement or like restriction.

28.  The  Property is  not subject  to any  feuduties or  other monetary  ground
     burdens  where the cumulo or allocated  proportion  exceeds  (pound)50  per
     annum in total other than rent,  service  charge or other monies payable in
     accordance with the Leases.

29.  The Company has a valid marketable title to the Leases.

30.  In relation to the Leases-

     30.1.1    the  rents and  all other  outgoings payable  have been  paid  in
               accordance with the terms of the Leases;

     30.1.2    they  comprise the  whole documentation affecting  or relating to
               the  tenant's  interest in and to the  Property and have not been
               the subject of any amendment or  alteration  or variation  either
               formal or informal;

     30.1.3    The Company as tenant has complied with its obligations under the
               Leases  and there are no  outstanding  claims in  respect  of the
               Leases  and in  particular  no  notice  has  been  served  by the
               landlord under the irritancy provision of any of the Leases;

     30.1.4    there are no sub-leases or subsidiary rights of occupation;

     30.1.5    no  alterations, additions or improvements have been carried  out
               by the Company as tenant  without the  landlords'  consent  where
               necessary;

     30.1.6    the  Company  is  not  aware  of any  proposals  by any  landlord
               for  refurbishment  or  redevelopment  which would give rise to a
               substantial  increase in the service  charge or  contribution  to
               common costs payable under the Leases; and

                                      -59-
<PAGE>

     30.1.7    there  are no  guarantees, rent deposits  or similar arrangements
               entered  into  with  any  landlord  by way of  security  for  the
               implementation of the tenant's obligations.

31.  The  Company has  not at  any time  assigned or  otherwise  disposed of any
     interest  under a lease  or any  land or  buildings  in such a way  that it
     retains  any  residual  liability  (contingent  or  otherwise)  in  respect
     thereof.

32.  There  is no rent review pending or  dispute outstanding as to the relevant
     level of rent payable in respect of the Leases.

33.1 Neither the  Company nor any of  its  officers,  agents or  employees  have
     committed,  whether by act or omission,  any breach of Environmental  Laws,
     and  they  have  acted  at  all  times  in  conformity  with  all  relevant
     Environmental Laws.

33.2 The Company has not received any notice, order or other communications from
     any  relevant  authority  which  alleges  a  failure  to  comply  with  any
     Environmental  Laws or failure to comply with which would constitute breach
     of any  Environmental  Laws or  compliance  with which  could be secured by
     further proceedings.  To the best of the knowledge,  information and belief
     of the Warrantors there are no circumstances  which might give rise to such
     notice,  order or other communication being received or of any intention on
     the part of such authority to give such notice.


                                      -60-
<PAGE>

                                 THE WARRANTIES

                                     PART 3
                               PENSION WARRANTIES

1.   Other  than The  Interface Graphics  Limited Retirement  and Death  Benefit
     Scheme  ("the  Scheme"),   there  are  no  agreements  or  arrangements  or
     obligations or commitments  (whether  legally  binding or otherwise)  under
     which the Company is required to make payment of a contribution  towards or
     other  provision  of  relevant  benefits  (as defined in section 612 of the
     Taxes Act) (including on an ex gratia basis) for the benefit of an employee
     or an  employee's  dependants  and no  undertaking  or  assurance  (whether
     legally  binding,  written  or oral) has been  given by the  Company to any
     person as to the  continuance or introduction of any scheme or arrangement,
     or increase or  improvement  of any relevant  benefits  (including  but not
     restricted to those  provided  under the Scheme) other than pursuant to the
     Scheme..

2.   In  respect  of the  Scheme  all  particulars have  been disclosed  to  the
     Purchaser  including  complete and accurate copies of all formal  governing
     documents, all explanatory booklets or announcements issued to members, any
     amendments thereto.

3.   In respect of the Scheme:-

     3.1  the Company is not required to pay contributions or expenses;

     3.2  only  money  purchase  benefits  (as defined  in section 181(1) of the
          Pension Schemes Act 1993) are provided;

     3.3  exempt  approved status  for the purposes of  Chapter I of Part XIV of
          the Taxes Act has been obtained and there is no reason why such status
          is likely to be withdrawn or cease to apply;

     3.4  there is  no contracting-out certificate in force to cover employments
          to which the Scheme relates;

     3.5  it  has at all  times been administered in accordance with the trusts,
          powers and  provisions  of its  governing  documentation  and has been
          administered  in accordance  with all  applicable UK  legislation  and
          regulations (including but not restricted to the Pensions Act 1995);


                                      -61-
<PAGE>

     3.6  no reports  have been made to nor has a fine or penalty been levied by
          the  Occupational  Pensions  Regulatory  Authority  in relation to the
          Scheme nor are there any circumstances which would lead to such a fine
          or penalty being levied; and

     3.7  no  claim  has  been  made  or  threatened  against  the  trustees  or
          administrator  of  the  Scheme  (including  any  complaint  under  any
          internal dispute resolution procedure or to the Pensions Ombudsman and
          reports to the Occupational  Pensions Regulatory Authority) in respect
          of any act,  event,  omission  or other  matter  arising  out of or in
          connection  with the Scheme  (other than routine  claims for benefits)
          and there are no circumstances  which may give rise to any such claim.

4.   Benefits  (except refunds  of contributions)  payable  on the  death of any
     employee  are at the  date  of this  Agreement,  insured  with  one or more
     reputable  insurance companies and all insurance premiums which have fallen
     due for payment have been paid.




                                      -62-
<PAGE>

                                 THE WARRANTIES

                                     PART 4
                                 TAX WARRANTIES


1.   ADMINISTRATION

1.1  The Company has at all times:

     1.1.1     punctually  paid  all Tax for  which  it is or has been liable to
               pay or  account  for  prior to the  date of this  Deed and is not
               liable to pay any  interest  or  penalty in  connection  with any
               claim for Taxation;

     1.1.2     made  all payments under deduction of Tax which were required  by
               law to have  been so made and the  Company  has (if so  required)
               accounted to the appropriate  authority for the amounts deducted;
               and

     1.1.3     properly  and  punctually made  or  provided  to  the appropriate
               authority  all  returns,  documents  and  information  which  the
               Company has been  required by law to make or provide prior to the
               date of this Deed for the purposes of Taxation.

1.2  Any  information that  the Company  has at any time  supplied to the Inland
     Revenue,  Customs  and  Excise or any  other  Taxation  authority  has been
     complete and true.

1.3  All  returns which the  Company has made  for the purposes  of Taxation and
     which relate to a period ending on or before a date referred to in relation
     to  this  warranty  in  the  Disclosure  Letter  have  been  agreed  by the
     appropriate authority.

1.4  There  is no  disagreement or dispute  between the Company  and the  Inland
     Revenue or any other  fiscal  authority  with regard to any such returns or
     otherwise in connection with Taxation and, so far as the Vendors are aware,
     no such disagreement or dispute is likely to occur.

1.5  The  Company  has  not  been  the subject of an  investigation by  any  Tax
     authority and none of the Vendors is aware of any  circumstance  which will
     or is likely to give rise to any such investigation.


                                      -63-
<PAGE>

1.6  The  Company  has not  taken any action  which has had,  or might have, the
     result of  prejudicing  or disturbing  any special  arrangement  details of
     which are set out in the Disclosure Letter.

1.7  All  particulars furnished  to  the Inland  Revenue  or any  other Taxation
     authority in connection  with an application  for a consent or clearance on
     behalf of or affecting the Company made full and accurate disclosure of all
     facts and circumstances which were material to be known by the authority in
     question.

1.8  Any transaction for which such a consent or clearance was obtained by or on
     behalf of the Company  from any  Taxation  authority  has been carried into
     effect (if at all) in accordance with the terms of the consent or clearance
     and the application therefor.

1.9  The Company has sufficient records to calculate any Tax liability or relief
     which would arise on a disposal or  realisation of any of its assets on the
     date hereof.


2.   VALUE ADDED TAX

2.1  The Company:

     2.1.1     is registered for the purposes of VAT;

     2.1.2     has complied fully with the legislation relating to VAT;

     2.1.3     has maintained full and complete records and has obtained  and/or
               retained  such  invoices  and other  documents as are required by
               such legislation; and

     2.1.4     has  not been required by Customs and Excise to give security for
               the purposes of such legislation.

2.2  The  Company has never been  treated for the purposes of section 43 of VATA
     1994 (groups of companies) as a member of a group of companies.


                                      -64-
<PAGE>

3.   PAYE AND NATIONAL INSURANCE

     The Company has properly operated the Pay As You Earn System (including its
     application to National Insurance Contributions), has maintained all proper
     records  as  required  in respect  thereof  and has  complied  with all its
     reporting  obligations  to the Inland  Revenue in connection  with benefits
     provided for employees of the Company.


4.   STAMP AND CAPITAL DUTY

     All  documents in the  possession or under the control of the Company which
     are or may at any time be necessary  to establish  the title of the Company
     to any asset or the  enforceability  by the  Company of any right and which
     are subject to stamp duty have been properly stamped; and no such documents
     which are outside the United  Kingdom  would  attract stamp duty if brought
     into the United Kingdom.


5.   CASE I OF SCHEDULE D

5.1  All  payments of an income nature which the Company has made since the Last
     Accounts Date and all such  payments  which the Company has bound itself to
     make in the future are or will be  allowable  as a deduction or a charge on
     income in computing the Company's  profits for corporation tax purposes for
     the accounting period in which the payment has been or will be made.

5.2  There  has been  no change in the  ownership  of the  Company nor any major
     change in the nature or conduct of any trade  carried on by the Company for
     the  purposes  of  sections  245  (calculation  etc.  of ACT on  change  of
     ownership of company) or 768 (change in ownership of company:  disallowance
     of trading losses) or 768A (change in ownership: disallowance of carry back
     of trading  losses) of the Taxes Act since its  incorporation,  nor has the
     scale of the activities in any trade carried on by the Company become small
     or negligible during that period.

5.3  Any  unutilised  and  outstanding trading  losses,  capital losses,  excess
     charges on income and management  expenses,  unrelieved advance corporation
     tax and  surplus  franked  investment  income are  available  to be carried
     forward and utilised by the Company in accounting  periods  beginning on or
     after the Last Accounts Date.


                                      -65-
<PAGE>

6.   CAPITAL GAINS

6.1  The  values  at which  assets  are  included in  the balance  sheet  in the
     Accounts  correspond  to the base  cost of such  assets  (disregarding  any
     indexation  allowance which may be available pursuant to Chapter IV of Part
     II of TCGA 1992) for the purposes of the  provision of the Tax  legislation
     relating to corporation tax on chargeable gains.

6.2  If  each of  the capital  assets  of  the  Company  were  disposed of for a
     consideration  equal to the book value of the asset in or  adopted  for the
     purpose of the  Accounts,  no liability to  corporation  tax on  chargeable
     gains and no balancing charge under the Capital  Allowances Act 1990 (other
     than a liability  or charge  which has been taken into account in computing
     the provision for deferred taxation in the Accounts) would arise.

6.3  In determining any liability to corporation tax on chargeable gains for the
     purposes of Warranty 6.2 any relief or allowance  available to the Company,
     other than deductions  allowed by section 38 of TCGA 1992  (acquisition and
     disposal costs etc.) or any indexation  allowance provided under Chapter IV
     of Part II of TCGA 1992 shall be disregarded.

6.4  The  Company does not  own any capital assets on  the disposal of which any
     allowable  loss is liable to be reduced or any  chargeable  gain  increased
     under  sections  176  (depreciatory  transactions  within a  group)  or 177
     (dividend stripping) or section 30 (tax-free benefits) of TCGA 1992.

6.5  The  Company does not  own any shares on  a disposal of which the allowable
     expenditure  is liable to be reduced under section 125 of TCGA 1992 (shares
     in a close company transferring assets at an undervalue).

6.6  No capital asset owned or agreed to be acquired by the Company  (other than
     an  asset  the  expenditure  on which  has  qualified  in full for  capital
     allowances)  is a wasting asset for the purposes of section 44 of TCGA 1992
     (meaning of "wasting asset").

6.7  No  chargeable  gain  will  accrue  to  the  Company  on  the  disposal  or
     satisfaction  of any  debt  owed  to the  Company  other  than a debt  on a
     security.

6.8  The  Company  has not acquired benefits under  any policy of life assurance
     other than as the original beneficial owner.


                                      -66-
<PAGE>

6.9  The Company has not  transferred the whole or any part of any trade carried
     on by it outside the United Kingdom through a branch or agency to a company
     not resident in the United  Kingdom in  circumstances  in which a charge to
     Tax which would  otherwise  have arisen has been deferred under section 140
     of TCGA 1992  (postponement of charge on transfer of assets to non-resident
     company).

6.10 No unpaid  corporation tax is or could become  recoverable from the Company
     under  section  191 of  TCGA  1992  (non-payment  of  tax  by  non-resident
     companies) in respect of any chargeable gain accruing on or before the date
     of Completion.


7.   DISTRIBUTIONS

7.1  No  securities of  the Company  in issue  at the  date hereof, or which the
     Company  has bound  itself to issue,  are such that any  interest  or other
     payment in respect thereof is liable to be treated as a distribution  under
     section 209(2)(d) or section 209(2)(e) of the Taxes Act.

7.2  The  Company has  not repaid,  or agreed to repay,  any share capital other
     than fully paid preference  shares within the meaning of section 210 of the
     Taxes Act (bonus issue following repayment of share capital).

7.3  The  Company has not resolved or  otherwise bound itself to make any future
     distributions  within the meaning of section 209 of the Taxes Act  (meaning
     of distribution).


8.   CAPITAL ALLOWANCES

     All  capital  allowances  to be made to the  Company  in respect of capital
     expenditure  incurred prior to the date hereof, or to be incurred under any
     subsisting commitment, will be made in taxing its trade.


9.   CLOSE COMPANIES

     The Company is not and never has been a close company as defined in Section
     414 of the Taxes Act (close companies).


                                      -67-
<PAGE>

10.  MISCELLANEOUS

     The  Company  is not the  tenant  under any lease  which was  granted at an
     undervalue such that a charge might arise under section 35 of the Taxes Act
     (Schedule D charge on assignment of lease granted at an  undervalue)  on an
     assignment.


11.  ANTI-AVOIDANCE

11.1 The Company is, and always has been, UK.  resident for tax purposes and has
     not been a party  to or  otherwise  involved  in any  transaction  to which
     section 765 of the Taxes Act (migration etc. of companies)  applied,  other
     than one in respect of which the prior consent of the Treasury was obtained
     or to which  section 765A of the Taxes Act  (movements  of capital  between
     residents  of member  States)  applied  without  having duly  provided  the
     required information to the Board of the Inland Revenue.

11.2 The  Company has not been party to any  transaction  in respect of which it
     is or could become  liable to make any payments to which section 779 of the
     Taxes Act (sale and lease-back: limitation on tax reliefs) could apply.

11.3 The  Company has not been party to  any transaction to which section 786 of
     the Taxes Act (transactions associated with loans or credit) could apply.

11.4 The  Company is not  and never  has been  a dual resident  company for  the
     purposes of section 404(4) of the Taxes Act.


12.  INFORMATION

     Full details of the  following  are contained in the records of the Company
     to which the Purchaser has been granted full access:

     12.1      all  appeals,  applications,  claims,  disclaimers  and elections
               made by the Company in  relation to Taxation  within the last six
               (6) years;

     12.2      all matters in respect of which the Company has at Completion, or
               may have (whether alone, or with any other person or persons), an
               outstanding entitlement


                                      -68-
<PAGE>


               to  make  any  appeal,  application,   claim,  disclaimer  and/or
               election in relation to Taxation;

     12.3      any  notice,  direction,  consent or  clearance received  by  the
               Company in relation to Taxation within the last six (6) years;

     12.4      any  special  arrangements  made by  the Company  with the Inland
               Revenue,  Customs & Excise or any other Taxation authority within
               the last six (6) years;

     12.5      any  circumstances which the  Warrantors are aware  might entitle
               the Company to make a claim for bad debt relief under  section 22
               of Value Added Tax Act 1983 (refund of tax in cases of bad debts)
               or section 36 of VATA 1994 (bad debts);

     12.6      any  election to  waive exemption  from VAT  in relation  to  any
               property  which has been made by the  Company at any time,  or to
               which any property occupied or leased by the Company is subject;

     12.7      all  transactions carried out  within the last  five (5) years in
               respect of which the Company has obtained  relief from stamp duty
               under  section 42 of the Finance Act 1930 (relief  from  transfer
               stamp duty in case of transfer of property as between  associated
               companies);

     12.8      all  transactions  in  respect  of  which  any  document has been
               submitted by the Company to the Inland  Revenue for  adjudication
               for stamp duty purposes and in respect of which the  adjudication
               process has not yet been completed;

     12.9      all trading losses, capital losses, excess charges on income  and
               management  expenses,  unrelieved  advance  corporation  tax  and
               surplus franked investment income;

     12.10     all debts on a security which are owed to the Company;

     12.11     full  particulars of all transactions by which any capital assets
               owned by the Company were acquired:

               12.11.1   from a company which at the time of the acquisition was
                         a  member of  the  same  group  of  companies  for  the
                         purposes  of  section  170  of  TCGA  1992  (groups  of
                         companies: interpretation);


                                      -69-
<PAGE>

               12.11.2   otherwise than by way of a bargain at arm's length;

               12.11.3   from a person who was connected with the Company within
                         the  meaning  of  section  286 of TCGA  1992 (connected
                         persons: interpretation); or

               12.11.4   on a no  gain/no  loss  basis by  virtue of section 139
                         of TCGA 1992 (reconstruction or amalgamation  involving
                         transfer of business)  or  sections  126 to 138 of that
                         Act,

               12.12     all surrenders  or claims made  by the Company  for the
                         purposes of group relief  under sections 402 to 413  of
                         the Taxes Act (group relief);

               12.13     all surrenders of advance  corporation tax by or to the
                         Company  pursuant  to  section  240  of the  Taxes  Act
                         (set-off of company's surplus ACT against  subsidiary's
                         liability to corporation tax); and

               12.14     all arrangements and agreements to which the Company is
                         a party relating:

                         12.14.1   to  the surrender of  advance corporation tax
                                   under  section 240 of the  Taxes Act (set-off
                                   of company's surplus ACT against subsidiary's
                                   liability to corporation tax); or

                         12.4.2    to group relief as defined by section  402 of
                                   the  Taxes Act  (surrender of  relief between
                                   members of groups and consortia).

13.  CLOSE COMPANIES

     13.1      The  Company is and has always been a close company as defined in
               section 414 of the Taxes Act (close companies).

     13.2      The Company  has not  made or  agreed  to make any  such loan  or
               advance  or  released  or written  off any such debt as it within
               sections 419 to 422 of the Taxes Act and no such loan, advance or
               debt is currently outstanding.


                                      -70-
<PAGE>

                                   SCHEDULE 5

                                  THE PROPERTY

                                     PART 1
                                PROPERTY DETAILS



1.   First/Top  floor  comprising Suites  1, 2, 3 and 4  of Sandport  House,  17
     Coburg Street, Edinburgh EH6  6ET (Sandport House being hereinafter defined
     as "the Building"

2.   Part of Ground floor of the Building comprising Suite 5.

3.   Part of the Ground floor of the Building comprising Suite 7.



                                      -71-
<PAGE>


EXECUTED as a Deed by              )
JOHN HACKLAND CRAIG                ) /s/ John Hackland Craig
in the presence of:                )


DAVID MICHAEL KIRCHIN
19 Ainslie Place
Edinburgh



EXECUTED as a Deed by              )
JOHN OWEN WARREN                   ) /s/ John Owen Warren
in the presence of:                )


DAVID MICHAEL KIRCHIN
19 Ainslie Place
Edinburgh



EXECUTED as a Deed by              )
BARRY EDWARD SEALEY                ) /s/ Barry Edward Sealey
in the presence of:                )


DAVID MICHAEL KIRCHIN
19 Ainslie Place
Edinburgh



EXECUTED as a Deed by              )
CHRISTOPHER JOHN SHAW              ) /s/ Christopher John Shaw
in the presence of:                )


DAVID MICHAEL KIRCHIN
19 Ainslie Place
Edinburgh


EXECUTED as a Deed by              )
ALBERT SHAW                        ) /s/ Albert Shaw
in the presence of:                )


DAVID MICHAEL KIRCHIN
19 Ainslie Place
Edinburgh


                                      -72-
<PAGE>


EXECUTED as a Deed by              )
ANDREW EDWARD SEALEY               ) /s/ P Shakeshaft
in the presence of:                )           As Attorney for Andrew Sealey


DAVID MICHAEL KIRCHIN
19 Ainslie Place
Edinburgh



EXECUTED as a Deed by              )
JOHN IRELAND                       ) /s/ John Ireland
in the presence of:                )


DAVID MICHAEL KIRCHIN
19 Ainslie Place
Edinburgh



EXECUTED as a Deed by              )
MARGARET ANN CRAIG                 ) /s/ Margaret Ann Craig
in the presence of:                )


DAVID MICHAEL KIRCHIN
19 Ainslie Place
Edinburgh



EXECUTED as a Deed by              )
GORDON O'MALLEY                    ) /s/ Gordon O'Malley
in the presence of:                )


DAVID MICHAEL KIRCHIN
19 Ainslie Place
Edinburgh



EXECUTED as a Deed by              )
LORRAINE BROWN                     ) /s/ Lorraine Brown
in the presence of:                )


DAVID MICHAEL KIRCHIN
19 Ainslie Place
Edinburgh


                                      -73-
<PAGE>

EXECUTED as a Deed by              )
ALISON MARGARET ANDREW             ) /s/ Alison Margaret Andrew
in the presence of:                )


DAVID MICHAEL KIRCHIN
19 Ainslie Place
Edinburgh



EXECUTED as a Deed by              )
ALEXANDER LYON                     ) /s/ Alexander Lyon
in the presence of:                )


DAVID MICHAEL KIRCHIN
19 Ainslie Place
Edinburgh



EXECUTED as a Deed by              )
ALISTAIR STEPHEN FISHER            ) /s/ Alistair Stephen Fisher
in the presence of:                )


DAVID MICHAEL KIRCHIN
19 Ainslie Place
Edinburgh



EXECUTED as a Deed by              )
ROBIN CLARK                        ) /s/ Robin Clark
in the presence of:                )


DAVID MICHAEL KIRCHIN
19 Ainslie Place
Edinburgh


                                      -74-
<PAGE>


EXECUTED as a Deed by              )
RODERICK CASTLE                    ) /s/ Roderick Castle
in the presence of:                )


DAVID MICHAEL KIRCHIN
19 Ainslie Place
Edinburgh


EXECUTED as a Deed by              )
MOIRA DEMPSTER                     ) /s/ Moira Dempster
in the presence of:                )


DAVID MICHAEL KIRCHIN
19 Ainslie Place
Edinburgh


EXECUTED as a Deed by              )
GAIL ARCHIBALD                     ) /s/ Gail Archibald
in the presence of:                )


DAVID MICHAEL KIRCHIN
19 Ainslie Place
Edinburgh


EXECUTED as a Deed by              )
STEVEN BISSETT                     ) /s/ Steven Bissett
in the presence of:                )


DAVID MICHAEL KIRCHIN
19 Ainslie Place
Edinburgh



EXECUTED as a Deed by              )
ELEMENTS (UK) LIMITED              )
acting by:                         )

ANTHONY MANSER                     Director

PAUL MARTIN                        Secretary


                                      -75-
<PAGE>


Subscribed for and on behalf of INTERFACE  GRAPHICS  LIMITED by Christopher John
Shaw, Director and ALISTAIR STEPHEN FISHER,  Director,  at Edinburgh on the 21st
day of December 1998 before this witness:


Witness:       D M KIRCHIN

Full Name:     DAVID MICHAEL KIRCHIN

Address:       19 Ainslie Place
               Edinburgh

                                                    /s/ Christopher John Shaw
                                                    ----------------------------
                                                       Director

                                                    /s/ Alistair Stephen Fisher
                                                    ----------------------------
                                                       Director