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                                 EXHIBIT 10.44
<PAGE>   2
                       DATED THIS 3RD DAY OF JANUARY 2000

                                    BETWEEN

                             DEEPA NILKANTH MAHAJAN
                   (NRIC No.: S7082401I/PASSPORT NO.: Z1004741)

                                      AND

                                 MY WEB INC. COM

               *****************************************************

                          SALE AND PURCHASE AGREEMENT
       [relating to 95,000 ordinary shares of nominal amount SGD1.00 each
                 in Easy2Bid Pte Ltd (Company No. 199901508M)]


               *****************************************************

                          MESSRS PEI ANIZA & PARTNERS
                             ADVOCATES & SOLICITORS
                              BLOCK G, UNIT G605,
                     PHILEO DAMANSARA 1, NO 9, JALAN 16/11
                              OFF JALAN DAMANSARA
                              46350 PETALING JAYA

                    File Ref:PA-JK/CP myweb/easy2bid/048-99
                  H/d AO: micro-word\spa-shares\myweb\easy2bid

<PAGE>   3
THIS AGREEMENT is made this 3rd day of January 2000 between

DEEPA NILKANTH MAHAJAN (NRIC No. S7082401I/PASSPORT NO.:Z1004741) of 10
Cuscaden Walk, Four Seasons Park, #02-03 Summer Block, Singapore 249693
(hereinafter referred to as "the Vendor") of the one part; and

MYWEB INC.COM a company incorporated in Nevada, United States of America, which
is publicly traded on the United States NASD OTC BB and having its registered
office at 595, Market Street, Suite 2500, San Francisco, CA 94105, United
States of (hereinafter referred to as "the Purchaser") of the other part.

WHEREAS:-

(1)      Easy2Bid Pte Ltd (Company No. 199901508M), a company incorporated in
         the Republic of Singapore and having its registered office at 1,
         Temasek Avenue, #27-01, Millenia Tower, Singapore 039192 (hereinafter
         referred to as "the Company") has an authorised share capital of
         Singapore Dollar One Hundred Thousand (SGD100,000) divided into One
         Hundred Thousand (100,000) ordinary shares of Singapore Dollar One
         (SGD1-00) each of which One Hundred Thousand (100,000) ordinary shares
         have been issued and are fully subscribed.

(2)      The Company is presently involved in the business of online auctions.

(3)      The Vendor is the registered and beneficial owner of Ninety Five
         Thousand (95,000) ordinary shares of Singapore Dollar One (SGD1-00)
         each in the issued and paid-up capital of the Company representing
         ninety five per centum (95%) of the issued and paid-up capital of the
         Company (hereinafter referred to as "the Sale Shares").

(4)      The present directors of the Company (hereinafter referred to as "the
         Existing Directors") are the persons whose names and addresses appear
         in the First Schedule hereto.

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(5)      The Vendor is desirous of selling and the Purchaser is desirous of
         purchasing the Sale Shares upon the terms and conditions and on the
         basis of representations, warranties and undertakings hereinafter
         contained.

(6)      The financial position of the Company as at 17th day of December, 1999
         (hereinafter called "the Accounts Date") is as indicated in the
         Management Accounts of the Company annexed hereto and marked as
         Appendix I (hereinafter referred to as "the Accounts").

NOW IT IS HEREBY AGREED AND DECLARED as follows:

1.  DEFINITIONS

1.1      In this Agreement, unless the context otherwise requires, the
         following expressions shall have the following meanings:-

         "Accounts"                 the audited balance sheet and profit account
                                    of the Company as at the Accounts Date and
                                    annexed hereto as Appendix I

         "Accounts Date"            the 17th December 1999;

         "Agreement"                this Agreement for the sale and purchase of
                                    the Sale Shares, and any such
                                    modifications, variations, amendments or
                                    additions, as the Parties to this Agreement
                                    may agree in writing from time to time;

         "Business"                 means the business of online auction;


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         "Business Day"             a day (excluding Saturday and Sunday) on
                                    which banks are open for business in
                                    Singapore;

         "Business Records"         means:

                                    (a)  all current marketing and customer
                                         files and customer lists of the
                                         Company;

                                    (b)  service promotional descriptive sales
                                         and application literature and other
                                         advertising material;

                                    (c)  supplier lists; and

                                    (d)  all records of the Service Contracts.

         "Companies Act"            means the Singaporean Companies Act 1965
                                    and all regulations made thereunder;

         "Company"                  means EASY2BID PTE LTD (Company No.
                                    199901508M) a company incorporated in
                                    Singapore and having its registered office
                                    at 1, Temasek Avenue, #27-01, Millenia
                                    Tower, Singapore 039192;

         "Completion"               means the day when the events specified in
                                    Clause 5.2 occur;

         "Completion Date"          from the date of this Agreement (or such
                                    later date as the parties may agree); means
                                    a date which is not later than one (1)
                                    month(s)

         "Conditions Precedent"     means the conditions referred to in the
                                    Clause 3;


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         "Employees"                means the persons who are currently employed
                                    by the Company for the purposes of the
                                    Business and as listed in the Second
                                    Schedule hereto;

         "Encumbrance"              includes any mortgage, charge, pledge, lien
                                    and any other encumbrance whatsoever;

         "Liabilities"              means all the liabilities of the Business
                                    outstanding as at the Accounts Date as
                                    disclosed in the Accounts;

         "Purchase Price"           means the purchase price of the Sale Shares
                                    as determined in accordance with Clause 4.1
                                    of this Agreement;

         "Purchaser's Solicitors"   means MESSRS PEI ANIZA & PARTNERS Advocates
                                    & Solicitors Block G, Unit G605, Philco
                                    Damansara 1, No. 9, Jalan 16/11 off Jalan
                                    Damansara 46350 Petaling Jaya, Malaysia.

         "Sale Shares"              means all the Ninety Five Thousand (95,000)
                                    issued and fully paid shares of the Company
                                    owned by the Vendor which are to be sold to
                                    the Purchaser subject to the terms of this
                                    Agreement;

         "Service Agreements"       means the several current contracts entered
                                    into between the Company and the Employees;

         "Tax"                      means all forms of tax whether of Singapore
                                    or elsewhere whenever imposed (including
                                    without limitation tax, income tax, property
                                    tax, sales tax, payroll tax, withholding
                                    tax, profits tax, capital gains tax, capital
                                    transfer tax, development tax, development
                                    land tax, estate duty, national insurance
                                    tax, stamp duty, capital duty, value


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                                    added tax, custom or other import or export
                                    duties) and all statutory, governmental,
                                    state, provincial, local governmental or
                                    municipal impositions duties rates and
                                    levies and all penalties, charges, costs and
                                    interest relating thereto;

         "Warranties"               means the warranties as set out in the Third
                                    Schedule;

1.2      In this Agreement, unless the context otherwise requires:

         (a)      words denoting the singular number include the plural and
                  vice-versa;

         (b)      words denoting a gender include every gender;

         (c)      words denoting natural persons include bodies corporate and
                  unincorporated;

         (d)      reference to clause and schedules are to clauses and schedules
                  to this Agreement;

         (e)      references to any legislation or to any provision of
                  legislation shall include any modification or re-enactment of
                  that legislation or any legislative provision substituted for,
                  and all regulations and statutory instruments issued under
                  such legislation and or provision headings to the Clauses and
                  Schedules of this Agreement are included for convenience only
                  and shall not affect the construction or interpretation of
                  this Agreement;

         (g)      where a word or a phrase is defined, other parts of speech and
                  grammatical forms or that word or phrase have corresponding
                  meanings;

         (h)      references to any party to this Agreement or any other
                  agreement or instrument shall include the party's successors
                  and permitted assigns;


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         (i)      references to any agreement or instrument shall include
                  references to such agreement or instrument as amended,
                  novated, supplemental, varied or replaced from time to time;

         (j)      references to Singapore dollar or "SGD" shall be taken as
                  referring to amounts in Singapore currency; and

         (k)      all schedules and annexure to this Agreement and its recitals
                  and all certificates and other agreements delivered pursuant
                  to this Agreement shall form a part of this Agreement.

1.3      All warranties, representations, indemnities, covenants, agreements and
         obligations given or entered into by more than one person are given or
         entered into jointly and severally.

2.       AGREEMENT FOR SALE

2.1      The Vendor shall sell and the Purchaser shall purchase the Sale Shares
         for the consideration set out in Clause 4 hereof, free from all
         charges, debentures, encumbrances or liens and with all rights,
         benefits and advantages attached thereto including all rights to
         dividends and other distributions declared made and paid as from the
         Completion Date as hereinafter defined.

3.       CONDITIONS OF SALE

3.1      It is hereby expressly agreed between the parties hereto that this
         Agreement and the sale and purchase hereunder of Sale Shares in the
         Company is subject to and conditional upon the following:

         (i)      the Vendor obtaining the approval of its board of directors
                  for the transfer of the Sale Shares from the Vendor to the
                  Purchaser or its nominee;


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         (ii)     the Vender delivering a certified true copy or extract of such
                  a resolution to the Purchaser on or before the Completion
                  Date;

         (iii)    completion of satisfactory due diligence; and

         (iv)     deposition of all relevant legal documentation as mentioned
                  under Clause 5.1 herein.

4.       CONSIDERATION

4.1      The total consideration payable by the Purchaser to the Vendor for the
         Sale Shares shall be by way of the issue and allotment to the Vendor of
         Six Thousand and Two Hundred (6,200) ordinary shares at the agreed
         value of Singapore Dollars Thirty Two and Twenty Six cents ($32-26)
         each of the Purchaser on a willing buyer and willing seller basis which
         is equivalent to Singapore Dollar Two Hundred Thousand (SGD200,000-00)
         only (hereinafter referred to as "the Purchase Price"). There will be
         no adjustment in the Purchase Price notwithstanding any change in the
         value of the net tangible asset of the Company.

4.2      The Purchase Price shall be paid by the Purchaser in one lump sum to
         the Vendor through the Purchaser's Solicitors on the Completion Date.

5.       COMPLETION

5.1      DOCUMENTS

         Notwithstanding any provisions to the contrary contained herein the
         Vendor shall at anytime between execution of this Agreement and the
         Completion Date deposit with the Purchasers Solicitors the following:-

         5.1.1    Share Certificates of the Sale Shares together with the
                  relevant transfer forms duly executed for the same in favour
                  of the Purchaser;


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         5.1.2    letters of resignation of the Existing Directors of the
                  Company to take effect on the Completion Date without the
                  payment of any compensation or damages or any other payment of
                  whatsoever nature arising from loss of office;

         5.1.3    a resolution in accordance with the Memorandum and Articles of
                  Association of the Company approving the transfer of the Sale
                  Shares from the Vendor to the Purchaser or its nominee or
                  nominees and the registration of such transfer to take effect
                  on the Completion Date subject only to the same being stamped
                  at the expense of the Purchaser;

         5.1.4    a resolution of the respective Board of Directors of the
                  Vendor approving the sale and transfer of the Sale Shares
                  to the Purchaser;

         5.1.5    a resolution in accordance with the Memorandum and Articles of
                  Association of the Company approving the appointments of the
                  nominees of the Purchaser to the Board of Directors of the
                  Company to take effect on the Completion Date;

     5.2 COMPLETION

         5.2.1    Completion of the sale and purchase of the Sale Shares shall
                  take place at the registered office of the Purchaser or at
                  other places as may be determined by the Purchaser on the
                  Completion Date whereupon:

                  5.2.1.1  the Purchaser's Solicitors are hereby expressly or
                           irrevocably authorised to release all the documents
                           referred to under Clause 5.1 hereof to the Purchaser;
                           and

                  5.2.1.2  the Vendor shall cause the Company to give and
                           deliver to and the Purchaser shall take delivery of
                           the Business Records and the Service Contracts.

         5.2.2    Concurrently on the Completion Date the Purchaser's Solicitors
                  shall release the Purchase Price to the Vendor.


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         5.2.3    Upon completion and satisfaction of the matters referred to in
                  Clause 5.2.1 and 5.2.2, beneficial ownership of the Sale
                  Shares shall be vested on the Purchaser.

6.       EMPLOYEES

6.1      It is hereby acknowledged by the Purchaser that after Completion the
         Employees will continue to be employed by the Company in accordance
         with the prevailing terms and conditions and without any change in
         seniority of position.

7.       PENDING COMPLETION

7.1      With effect from the date of the execution of this Agreement hereof the
         Vendor hereby agrees and undertakes with the Purchaser:-

         7.1.1    that the Vendor shall use his best endeavours to carry on the
                  business of the Company in a professional manner and shall not
                  carry out or omit to carry out any act which is or will be
                  detrimental to the business and affairs of the Company;

         7.1.2    that no amendment whatsoever be made to the Memorandum and
                  Articles of Association of the Company without the prior
                  written consent of the Purchaser;

         7.1.3    that the Company shall not issue or allot any shares or create
                  or issue any obligations or securities convertible into shares
                  whether fully paid or otherwise to any persons including the
                  Vendor himself without the prior written consent of the
                  Purchaser;

         7.1.4    that the Company shall not, (save and except expressly
                  provided by this Agreement) consolidate or subdivide any
                  shares, create any new class of shares, grant any options over
                  shares or any rights to subscribe for shares

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                  or debentures or to convert any debentures or obligations into
                  shares, alter any of the rights attached to any shares, reduce
                  any share capital or otherwise re-organise or grant any rights
                  in respect of the share capital in any way without the prior
                  written consent of the Purchaser;

         7.1.5    that the Company shall not (save and except as disclosed to
                  the Purchaser) in any way sell or dispose or grant any option
                  to sell or dispose any part of its undertaking, property or
                  assets in any manner howsoever save in the ordinary course of
                  business without the prior written consent of the Purchaser;

         7.1.6    that the Company shall not (save and except in the ordinary
                  course of business or as disclosed to the Purchaser) enter
                  into any material or substantial transaction or incur any
                  material or substantial liability, whether actual or
                  contingent. For the purpose of this paragraph the term
                  "transaction" includes guarantees and indemnities;

         7.1.7    that the Company will not without the consent of the Purchaser
                  in any way depart from the ordinary course of its day to day
                  business either as regards the nature or scope or manner in
                  conducting the same;

         7.1.8    that the Company and all persons within the Vendor's control
                  shall not carry out or otherwise do or omit to do anything
                  which may cause or be likely to cause the licences for the
                  operations of the business of the Company to be suspended,
                  withdrawn or jeopardise the renewal thereof;

         7.1.9    that since the Accounts Date, no dividend have been declared
                  or paid and no distribution of capital made in respect of
                  share capital of the Company and no loan (otherwise than in
                  the ordinary course of day to day business or which is
                  expressly provided by the terms of this Agreement) or loan
                  capital of the Company has been repaid in whole or in part and
                  before the Completion Date no such distribution made and no
                  loan (otherwise than in the ordinary course of day to day
                  business) or share or loan capital will be


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                  repaid in whole or in part save with the prior written consent
                  of the Purchaser;

         7.1.10   that the Company is the sole beneficial owner and has a
                  good and marketable title to all of the assets included in the
                  Accounts and to all assets acquired thereafter prior to the
                  Completion Date;

         7.1.11   that the Company have not done or omitted to do anything
                  whereby any policy of insurance effected by it has or may
                  become void or voidable and the Company will keep and maintain
                  insurance cover in respect of its assets;

         7.1.12   that the Vendor shall not, without the Purchaser's knowledge
                  and approval, on behalf of the Company or cause the Company to
                  enter into any contracts or obligations whatsoever or incur
                  any capital expenditure or grant any options and/or enter into
                  any agreement for the sale of shares of the Company;

         7.1.13   that the Company shall not borrow any money other than in the
                  ordinary and proper course of normal day to day business of
                  the Company, as carried on at the date of the Agreement; and

         7.1.14   that the Company shall not make any material change to the
                  remuneration or benefits which are now payable to its
                  directors, officers or employees or any of them.

8.  VENDOR'S WARRANTIES
    -------------------

8.1      Subject to the matters specified herein and in the Accounts (which
         matters the Vendor warrant to be true) and any matter or thing
         hereafter done or omitted to be done at the request in writing or with
         the approval in writing of the Purchaser, the Vendor hereby, to the
         best of his knowledge, information and belief, warrants and represents
         to the Purchaser in the terms set out in the Third Schedule hereto
         (which paragraphs of the


                                      -12-
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         Third Schedule shall not be in any way construed to be limited or
         restricted by reference or inference from the terms of any other
         paragraphs in the Third Schedule or the provisions of this Agreement)
         as terms and conditions of this Agreement and that insofar as any of
         the said terms and conditions relate in whole or in part to present or
         past matters of fact they shall be deemed to constitute representations
         upon the faith of which the Purchaser has entered into this Agreement.

8.2      The Vendor hereby warrants to the Purchaser that the warranties and
         representations set out in the Third Schedule will to the best of his
         knowledge, information and belief, be true as if given immediately
         prior to Completion with reference to facts then existing as well as
         the date of this Agreement (where any matter occurs after execution of
         this Agreement which will cause the warranties not to be true, the
         Vendor shall immediately upon discovery of the same disclose to the
         Purchaser).

8.3      The Vendor will forthwith prior to the Completion discloses in writing
         any matter relating to the Company which becomes known to the Vendor
         between the date of this Agreement and Completion which is inconsistent
         with any of the said warranties or representations or which is material
         to be known by any prudent purchaser of the Sale Shares.

8.4      In the event of any breach or non-fulfillment of any of the said
         warranties or representations whenever occurring, any breach or
         non-fulfillment of a material nature thereof or upon the happening or
         discovery of any event or circumstance which would render untrue or
         misleading any of the said warranties or representations or any
         warranty or representation of a material particular, the Purchaser
         shall be entitled to the following (without prejudice to and in
         addition to any remedies which the Purchaser may be entitled to in law
         or otherwise) upon failure by the Vendor to remedy any of the said
         breach or non-fulfillment within thirty (30) days of the written notice
         given by the Purchaser to the Vendor.

         8.4.1    if prior to Completion, to rescind this Agreement whereupon
                  the Vendor shall pay compensation to the Purchaser by way of
                  damages in the amount of Singapore Dollar Two Hundred Thousand
                  (SGD200,000-00); or


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         8.4.2    alternatively, to proceed with completion and to receive
                  compensation by way of damages from the Vendor damages in the
                  amount of Singapore Dollar One Hundred Thousand
                  (SGD100,000-00).

8.5      The Vendor agrees that notwithstanding any investigation of the
         business assets and accounts of the Company made by or on behalf of
         the Purchaser, the Vendor will indemnify the Purchaser and keep the
         Purchaser harmless from and against any damages, deficiencies, losses,
         costs, liabilities and expenses (including reasonable legal fees and
         disbursements) resulting from or arising out of any breach of any of
         the representations, warranties, covenants and agreements made by the
         Vendor herein and from any claim for Tax against the Company arising
         from the circumstances occurring prior to Completion.

8.6      All undertakings, warranties, representations, indemnities and other
         obligations of whatsoever type given made or undertaken pursuant to
         this Agreement shall subject always to the provisions of Clause 8.7
         below (except for any obligations fully performed prior to or at the
         Completion Date) continue in full force and effect notwithstanding
         completion of this Agreement.

9.       NOTICES

9.1      Any notice or other document to be given under this Agreement and all
         other communications between the parties with respect to this
         Agreement shall be in writing and may be given or sent by:

         9.1.1    hand; or

         9.1.2    registered post, first class post or express or air mail or
                  other fast postal service; or

         9.1.3    telex, facsimile or other electronic media,


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                  to the other party at the addresses or facsimile transmission
                  numbers set out below or such other person, addresses or
                  facsimile transmission numbers as either party may give notice
                  of the to the other:-

                 (i)       For the Vendor:

                           10 Cuscaden Walk, Four Seasons Park
                           #02-03, Summer Block
                           Singapore 249693
                           ATTN: MS. DEEPA NILKANTH MAHAJAN

                 (ii)      For the Purchaser:

                           Block G Unit G606, Phileo Damansara 1
                           No. 9 Jalan 16/11, Off Jalan Damansara
                           46350 Petaling Jaya, Malaysia
                           ATTN: MR. T.S. WONG

9.2      All such notices and documents shall be in the English language.

9.3      Any notice or other document shall be deemed to have been duly served
         upon and received by the addressee -

         9.3.1    if delivered by hand, at the time of delivery;

         9.3.2    if sent by registered post, first class post or express or air
                  mail or other fast postal service, within five (5) days of
                  despatch; and

         9.3.3    in the case of telegram, telex or facsimile, on a business day
                  immediately following the date of the telegram, telex or
                  facsimile transmission, as the case may be, to be
                  authenticated by the receipt by the sender of a transmission
                  controlled report appearing on its face to emanate from the
                  sendees machine showing the answer-back code of the recipient,
                  the relevant number of pages,


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                  the correct facsimile number of the recipient and the result
                  of the transmission being described as "O.K." or any
                  equivalent description indicating that the communication has
                  been properly transmitted.

9.4      In proving the giving of a notice or any other document under or in
         respect of this Agreement it shall be sufficient to show:

         9.4.1    in the case of registered post, first class post or express
                  or air mail or other fast postal service, that the notice or
                  other document was contained in an envelope which was duly
                  addressed and posted; or

         9.4.2    in the case of facsimile transmission or telex or other
                  electronic media was duly transmitted from the despatching
                  terminal as evidenced by a transmission report generated by
                  the despatching terminal.

9.5      No change in the address of the parties hereto as specified in
         sub-clause 9.1 howsoever brought about shall be effective or binding on
         either party unless that party has given to the other actual notice of
         such change of address.

10.      MISCELLANEOUS

10.1     Agreement to Subsist

10.1.1   Notwithstanding the completion of the sale and purchase of the Sale
         Shares, the provisions warranties undertakings and agreements contained
         herein shall continue thereafter to subsist for so long as may be
         necessary for the purpose of giving effect to each and every of these
         clauses in accordance with the terms hereof.


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10.2     Assignment

10.2.1   The parties hereto shall not assign or otherwise part with their rights
         and interests in this Agreement provided always that the Purchaser may
         transfer the Sale Shares to any of the Purchaser's subsidiary or
         related or associated companies.

10.3     Entire Agreement

10.3.1   This Agreement (together with any documents referred to herein)
         constitutes the entire agreement between the parties hereto and it is
         expressly declared that no variation hereof shall be effective unless
         made in writing.

10.4     Specific Performance

10.4.1   The parties hereto shall be entitled to specific performance of the
         sale and purchase of the Sale Shares herein.

10.5     Rescission

10.5.1   Any right of rescission conferred upon a party herein shall be in
         addition to and without prejudice to all other rights and remedies
         available to it and no exercise or failure to exercise such a right
         shall constitute a waiver by it of any such right or remedy.

10.6     Costs

10.6.1   Each party to this Agreement shall pay their own solicitors costs of
         and incidental to this Agreement and the sale and purchase hereby
         agreed to be made but the stamp duty for the said transfers of shares
         and for this Agreement shall be paid by the Purchaser.


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10.7     EFFECT OF HEADINGS

10.7.1   The headings and sub-headings in this Agreement are inserted for
         convenience only and shall not be considered in construing the
         provisions of this Agreement.

10.8     SCHEDULES

10.8.1   The Schedules hereto shall have full effect and shall be read as part
         and parcel of this Agreement as if they were incorporated.

10.9     BINDING

10.9.1   THIS AGREEMENT shall be binding upon and inure for the benefit of the
         respective permitted assigns and successors-in-title of the parties.

10.10    GOVERNING LAW

10.10.1  The validity, performance, interpretation and effect of the terms and
         conditions of this Agreement shall be governed by and construed in all
         respects in accordance with the laws of Singapore and each party hereto
         shall duly submit to the non-exclusive jurisdiction of the Singapore
         Courts.

10.10.2  Any dispute arising out of or in connection with this Agreement shall
         be referred to the jurisdiction of the Courts of Singapore.


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<PAGE>   20
IN WITNESS WHEREOF the parties hereto have hereunto set their hands and seals
the day and year first above written.


Signed by                    )
DEEPA NILKANTH MAHAJAN       )
(NRIC No.: S7082401I/        )
PASSPORT NO.: Z1004741)      )
In the presence of:-         )


Signed by                    )
                             )
for and on behalf of         )
MYWEB INC.COM                )
in the presence of:-         )

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<PAGE>   21
                      THE FIRST SCHEDULE ABOVE REFERRED TO
   (which is taken read and construed as an essential part of this Agreement)

                                 THE DIRECTORS

1) DEEPA NILKANTH MAHAJAN (NRIC No. S7082401I/PASSPORT NO.: Z1004741)

   Address: 10 Cuscaden Walk, Four Seasons Park,
            #02-03 Summer Block, Singapore 249693

2) PULAK CHANDAN PRASAD

   Address: 10 Cuscaden Walk, Four Seasons Park,
            #02-03 Summer Block, Singapore 249693


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<PAGE>   22
                     THE SECOND SCHEDULE ABOVE REFERRED TO
   (which is taken read and construed as an essential part of this Agreement)
                             THE LIST OF EMPLOYEES

Name                          Designation                  Length of Service
NONE                              NONE                           NONE

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                      THE THIRD SCHEDULE ABOVE REFERRED TO

   (which is taken read and construed as an essential part of this Agreement)

                         WARRANTIES AND REPRESENTATIONS

THE VENDOR

1.       VENDOR'S AUTHORITY

         (a)      The Vendor has authority and power to enter into and perform
                  this Agreement.

         (b)      This Agreement constitutes valid and binding obligations of
                  the Vendor in accordance with its terms.

         (c)      There is no outstanding indebtedness or other liability
                  (actual or contingent) owing by the Company to the Vendor or
                  any director of or any person connected with the Vendor, nor
                  is there any indebtedness owing to the Company by any such
                  person.

         (d)      The vendor further warrants and represents that in the event
                  there are contingent liabilities, capital or burdensome
                  commitments, deferred taxation and any other liabilities
                  arising from contracts entered into by the Vendor with others
                  which have not been disclosed hereunder as at the Accounts
                  Date, the Vendor, agrees that he shall fully and solely bear
                  all payments to be made towards the settlement of the said
                  liabilities.

                                       22
<PAGE>   24
THE COMPANY

2.       SALE SHARES

         (a)      The Vendor is the registered and beneficial owner of the
                  number of Sale Shares and is entitled to sell and transfer the
                  full legal and beneficial ownership of the same to the
                  Purchaser.

         (b)      Subject to this Agreement, there is no option, right to
                  acquire, mortgage, charge, pledge, lien or other form of
                  security or encumbrances over or affecting any of the Sale
                  Shares or any of the paid up capital of the Company and there
                  is no agreement or commitment to give or create any of the
                  foregoing and no claim has been made by any person to be
                  entitled to any of the foregoing.

         (c)      The Sale Shares comprise ninety five percentum (95%) of the
                  registered capital of the Company and the rights and interest
                  in the Company.

3.       MEMORANDUM AND ARTICLES OF ASSOCIATION

         (a)      The copy of the Memorandum and Articles of Association
                  provided to the Purchaser is accurate and complete in all
                  respects.

         (b)      The Company has complied with its Memorandum and Articles of
                  Association in all respects.

4.       OPTIONS

         Subject to this Agreement, there is no agreement or commitment
         outstanding which accords to any person the right to call for any right
         or interest in the Company.


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<PAGE>   25
5.   LAW

         (a)   The Company:

                  (i)      is duly incorporated and organised and validly exist
                           in good standing under the laws of Singapore and has
                           all the necessary power, authority and capacity to:

                           (1)      own or otherwise hold its property and
                                    assets (including, without limitations, the
                                    property and assets shown in its balance
                                    sheet); and

                           (2)      carry on its business as presently
                                    conducted; and

                  (ii)     has conducted its business in all material respects
                           in accordance with all applicable laws and
                           regulations of Singapore.

         (b)      There is no order, decree or judgment of any court or any
                  Governmental Agency in Singapore or any foreign country
                  outstanding against the Company or which may have a material
                  adverse effect upon the assets or business of the Company.

6.      LICENSES

All necessary licenses, consents, permits and approvals:

         (a)      have been obtained by the Company to enable it to carry on its
                  business effectively in the manner which such business is now
                  carried on; and

         (b)      are valid and subsisting and there is no reason why any of
                  them will be suspended, cancelled or revoked.


                                      -24-
<PAGE>   26
ACCOUNTS AND RECORDS

7.       BOOKS AND RECORDS

All accounts, books, ledgers and financial and other records of the Company:-

         (a)      have been fully, properly and accurately maintained in all
                  material respects;

         (b)      are in the possession of or under the control of the Company;
                  and

         (c)      contain true and accurate records of all matters required by
                  law to be incorporated.

8.       THE ACCOUNTS

The Accounts:-

         (a)      have been prepared in accordance with the requirements of all
                  relevant statutes and approved accounting standards
                  consistently applied in Singapore;

         (b)      show a true and fair view of the assets and liabilities of the
                  Company as at the Accounts Date and the profits of the Company
                  for the year ended on the Accounts Date;

         (c)      disclose and make proper provision or reserve for or note all
                  contingent liabilities, capital or burdensome commitments and
                  deferred taxation as at the Accounts Date; and

         (d)      disclose and make full provision or reserve for all actual
                  liabilities.

9.       RETURNS

         All returns, particulars, resolutions and other documents required
         under any legislation to be delivered on behalf of the Company to the
         authorities responsible for regulating


                                       25

<PAGE>   27
         corporate entities in Singapore or to any other authority whatsoever
         have been properly made and delivered.

BUSINESS

10.      BUSINESS SINCE THE ACCOUNTS DATE

10.1     Since the Accounts Date:-

         (a)      there has been no interruption or alteration in the nature,
                  scope or manner of the business which business of the Company
                  and such business has been carried on lawfully and in the
                  ordinary and proper course of business so as to maintain it as
                  a going concern:

         (b)      there has been no material adverse change in business and
                  there has been no damage or destruction affecting the
                  Company's business or its assets;

         (c)      the Company has not acquired, sold, transferred or otherwise
                  disposed of any asset of any nature or cancelled or waived or
                  released or discounted in whole or in part any debts or
                  claims, except in the ordinary and proper course of business;

         (d)      the Company has not knowingly waived or released any rights
                  which are of a material or substantial value;

         (e)      no distribution of capital has been declared, made or paid in
                  respect of any share of the Company; and

         (f)      the Company has not incurred or become subject to any
                  liability or obligation (absolute or contingent), except
                  current liabilities and obligations incurred under those
                  contracts entered into by it in the ordinary and proper course
                  of business.


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<PAGE>   28
11.      Consequence of Purchase

         The Company is not a party to, nor is it bound or affected by or
         subject to, any statute, legislation, regulation, judgment, order,
         decree or law which would be violated, contravened or under which
         default would occur, as a result of the purchase of the Sale Shares by
         the Purchaser or complied by the Company with the terms of this
         Agreement, and such purchase or compliance will not:-

         (a)      result in the Company losing the benefit of any right or
                  privilege it presently enjoys;

         (b)      result in any present or future indebtedness of the Company
                  becoming due or capable of being declared due and payable
                  prior to its stated maturity; or

         (c)      give rise to or cause to become exercisable any right of
                  pre-emption.

12.      Insurance

         (a)      All assets of the Company which are of an insurable nature
                  have at all times been and are insured in accordance with good
                  commercial practice.

         (b)      The Company has at all times been adequately insured against
                  accident, third party, public liability and other risks
                  normally covered by insurance.

         (c)      Nothing has been done or omitted to be done by or on behalf of
                  the Company which would make any policy of insurance void or
                  voidable or enable the insurers to avoid any claim made under
                  such policies of insurance.

         (d)      The Company has not suffered any uninsured extraordinary or
                  unusual losses nor waived any rights of material or
                  substantial value nor allowed any insurance to lapse.


                                       27

<PAGE>   29
         (e)      There are no existing circumstances which might lead to
                  liability under any such policies of insurance being avoided
                  by the insurers.

ASSETS

13.      CHARGES

         (a)      The Company is the owner of and has good title to all assets
                  included in the Accounts.

         (b)      All assets which have been acquired by the Company since the
                  Accounts Date or after the Accounts Date are not subject to
                  any encumbrances or is the subject of any agreement or
                  commitment to give or create any encumbrances other than
                  those encumbrances specified in the Accounts.

         (c)      Since the Accounts Date, the assets of the Company have been
                  in the possession of, or with the control of the Company.

14.      INTELLECTUAL PROPERTY

         (a)      The Company has not disclosed to any person to whom
                  disclosure would be improper, of any of its know-how, trade
                  secrets, technical processes, lists of customers or
                  suppliers, or other confidential information.

         (b)      The Company is not using any processes which involve the
                  exercise of rights covered by patent or other rights of third
                  parties.

         (c)      The Company's activities do not infringe any intellectual
                  property rights of any third party.


                                      28
<PAGE>   30
CONTRACTS

15.      GENERAL

         The Company is not a party to:-

         (a)      any contract for hire or rent, hire-purchase or purchase by
                  way of sale or credit sale otherwise than in the ordinary and
                  proper course of business; and

         (b)      any other contract or instrument involving or likely to
                  involve obligations or liabilities which by reason of their
                  nature or magnitude ought reasonably to be made known to the
                  Purchase as intending Purchaser of the Sale Shares.

16.      POWERS OF ATTORNEY

There are no powers of attorney given by the Company which are currently in
force.

17.      INSIDER CONTRACTS

         (a)      There is no agreement or arrangement outstanding to which
                  the Company is a party and in which the Vendor or any
                  Director or any person connected with any of them is or has
                  been interested, whether directly or indirectly.

         (b)      The Company is not a party to, and its profits or financial
                  position have not been affected by any agreement or
                  arrangements which is not entirely on an arm's length nature.


                                      29
<PAGE>   31
EMPLOYEES

18.     Disputes and Employees

         There is no existing, threatened or pending industrial dispute
         involving the Company and/or any of its employees and there is no
         arrangement between the Company and any trade union or Organisation
         representing any such employees.

TAX

19.      Returns

         The Tax returns which ought to have been made by or in respect of the
         Company for any corporate income tax have been made and are up-to-date,
         correct and have been made and filed are not the subject of any dispute
         with the Inland Revenue or other appropriate authorities and there is
         no circumstances which are likely to give rise to any such dispute.

20.      Provision

         (a)      The provision made on the Accounts are sufficient to cover all
                  Tax in respect of all accounting periods ended on or before
                  the Accounts Date for which the Company may at any time
                  hereafter become liable.

         (b)      Proper provision or reserve for deferred Tax in accordance
                  with generally accepted accounting principles and standards
                  has been made in the Accounts.


                                       30

<PAGE>   32
GENERAL

21.      Accuracy of Information

         (a)      The information provided in this Agreement and in the Accounts
                  is true and accurate in all material respects.

         (b)      All written information given to the Purchaser and its
                  professional advisers by the officers or employees of the
                  Vendor or the Company, the Vendor's professional advisers and
                  the Company's advisers during the negotiations prior to this
                  Agreement was, when given, and remains (insofar as not
                  superseded by information subsequently supplied by the Vendor)
                  true and accurate in all material respects and all documents
                  supplied have been true and complete copies of such documents.


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<PAGE>   33
APPENDIX I
(which is taken read and construed as an essential part of this Agreement)

                                  THE ACCOUNTS

[***]

[***]    Portions of this page have been omitted pursuant to a request for
         Confidential Treatment and filed separately with the Commission.


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