EXHIBIT 4.9



                            DATED 7th September 2000




                  (1)   THE GRAPHIC PALETTE
                        COMPANY (MANCHESTER) LIMITED

                  (2)   CORNBROOK PRECISION COLOUR LIMITED


                  (3)   DAVID MANTEL & JANE MANTEL


                  (4)   MORBRIA LIMITED




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                           SALE AND PURCHASE AGREEMENT

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
















                               RICHARD SALEH & Co
                                   SOLICITORS
                                 DIDSBURY HOUSE
                                748 WILMSLOW ROAD
                                    DIDSBURY
                               MANCHESTER M20 2DW



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                                    I N D E X

DETAILS                                                              PAGE NO.
-------
PARTIES                                                                 1

OPERATIVE CLAUSES

      1. Interpretation                                                 1
      2. Agreement for Sale                                             4
      3. Purchase consideration                                         5
      4. Completion                                                     5
      5. Creditors & Liabilities                                        6
      6. Contracts                                                      7
      7. Employees                                                      9
      8. Value Added Tax                                                9
      9. Insurance                                                      9
      10.Title & Apportionments                                         9
      11.Warranties by the Vendor                                       9
      12.Warranties by the Purchaser                                    11
      13.Further Assurance                                              13
      14.Information                                                    13
      15.Announcements                                                  13
      16.Communications                                                 13
      17.Invalidity                                                     14
      18.Proper Law                                                     14
      19.General                                                        14

SCHEDULES

      1. Excluded Assets                                                15
      2. Company Information                                            15
      3. Vendor's Warranties                                            16
      4. Purchaser's Warranties                                         18
      5. Tax Deed                                                       23

APPENDICES

      1. Contracts                                                      26
      2. Register of Fixed Assets                                       26
      3. Intellectual Property                                          26
      4. Insurance Policies                                             26
      5. Employees                                                      26
      6. Apportionment of Consideration                                 27

AGREED FORM DOCUMENTS

      Assignment of Goodwill
      Service Agreement - David Mantel
      Service Agreement - Jane Mantel
      Purchaser's Disclosures
      Vendor's Disclosures

ATTESTATION                                                             28


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T H I S  A G R E M E N T  is made on  7th  September  2000
------------------------

B E T W E E N:-
-------------

(1)   THE GRAPHIC PALETTE COMPANY (MANCHESTER) LIMITED (Company Number 2695597)
      whose registered office is at 1st Floor Didsbury House, 748 Wilmslow Road,
      Didsbury, Manchester M20 2DW ("the Vendor");

(2)   CORNBROOK PRECISION COLOUR LIMITED (Company Number 3309140) whose
      registered office is at 14 Southern Road, Sale, Cheshire M33 6HQ ("the
      Purchaser");

(3)   DAVID MANTEL ("Mr.  Mantel") and JANE MANTEL  ("Mrs.  Mantel") both of
      ------------                     -----------
      14 Southern  Road,  Sale,  Cheshire M33 6HQ  (together  referred to as
      "the Warrantors"); and

(4)   MORBRIA LIMITED (Company Number 2692958) whose registered office is at 1st
      Floor Didsbury House, 748 Wilmslow Road, Didsbury, Manchester M20 2DW
      ("Morbria").

OPERATIVE PROVISIONS

1.    INTERPRETATION

1.1.  In this  Agreement  including the  Schedules  the following  words and
      expressions   have   the   following   meanings,   unless   they   are
      inconsistent with the context:-

      "the Accounts"       means the audited balance sheet as at the
                           Relevant Date and audited profit and loss accounts
                           for the year ended on the Relevant Date of the
                           Purchaser including the directors' and auditors'
                           report and notes.

      "Assets"             means  the  property,   undertaking,  assets  and
                           rights of the  Business  to be  purchased  by the
                           Purchaser  as  described  in clause 2.1 and shall
                           include  without  limitation  the  Goodwill,  the
                           Plant and Machinery,  the Stocks,  the Contracts,
                           the   Records  and  the   Intellectual   Property
                           Rights.

      "Book Debts"         means the trade debts owed to the Vendor at
                           the Effective Date in connection with the Business.

      "Business"           means the business of graphic reproduction carried on
                           by the Vendor at the Effective Date under its
                           corporate name or a derivative thereof.

      "Business Day"       Monday to Friday excluding bank holidays.

      "CA 1985"            Companies Act 1985 (as amended).

      "Charges"            means  the  Mortgage  Debenture  dated  5  August
                           1993  granted  by the  Vendor  in  favour  of the
                           National   Westminster  Bank  Plc,  the  Mortgage
                           Debenture  dated  18  July  1997  granted  by the
                           Vendor in favour of Glen  Investment  Limited and
                           the  Agreement  dated 19 October  1998 granted by
                           the Vendor  catching all property


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                           charged by the Debenture dated 5 August 1993 in
                           favour of Natwest Off Shore Limited.

      "Completion"         means completion of the sale and purchase of the
                           Business and the Assets as provided in clause 4.

      "Contracts"          means the current contracts and engagements of the
                           Vendor in relation to the Business as listed in
                           Appendix 1 but excluding contracts with employees.

      "Creditors"          means  the  aggregate  amount  owed  by the
                           Vendor in  connection  with the Business to or in
                           respect of trade  creditors  and accrued  charges
                           as  recorded  in  the  books  of  account  of the
                           Business  at the  Effective  Date  (which for the
                           avoidance   of  doubt  shall  not  include   hire
                           purchase liabilities).

      "Effective Date"     means the close of business midnight on 31st
                           August 2000.

      "Employees"          means the persons details of whom are listed in
                           Appendix 5 who, at the Effective Date, are employed
                           by the Vendor for the purposes of the Business and
                           "Employee" shall be construed accordingly.

      "Excluded Assets"    means the assets listed in Schedule 1 which
                           are owned by the Vendor but are excluded from the
                           sale to the Purchaser.

      "FRS"                A financial reporting standard issued by The
                           Accounting Standards Board Limited or an SSAP.

      "Goodwill"           means  the  goodwill  and   undertaking   of  the
                           Vendor  in  relation  to the  Business,  together
                           with the  exclusive  right for the  Purchaser  or
                           any  member  of  the  Purchaser's  Group  or  its
                           assignee to  represent  itself as carrying on the
                           Business in  succession  to the  Vendor,  and the
                           exclusive  right (to the  extent  that the Vendor
                           can  grant  the  same) to use the  name  "Graphic
                           Colour" in connection with the Business.

      "Intellectual        means all  industrial and  intellectual  property
      Property Rights"     rights of the Vendor subsisting  in any part of the
                           world including, without limitation, patents, trade
                           marks or trade names, service marks, designs, design
                           rights and copyright including copyright in all
                           computer software (in each case whether registered or
                           not) and applications for the same and all Know-how
                           and confidential information so owned and used in or
                           for the purposes of the Business and including any
                           intellectual property licenced for use in the
                           Business from third parties or by the Vendor to
                           third parties brief particulars of the principal
                           such rights being set out without limitation in
                           Appendix 3.

      "Interim Period"     the period from midnight on 31st August 2000
                           up to the close of business on the date of this
                           Agreement.


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      "Know-how"           all   inventions,   discoveries,    improvements,
                           designs,  techniques,   computer  programmes  and
                           other processes and  information  (including that
                           comprised   in   or   derived   from    formulae,
                           techniques,  designs,  specifications,  drawings,
                           component  lists,  manuals,  codes  of  practice,
                           instructions  and catalogues)  used in respect of
                           or relating to the Business.

      "Liabilities"        means all the liabilities of the Business (other than
                           the Creditors) outstanding at the Effective Date.

      "Planning Acts"      means the Town & Country Planning Acts for the
                           time being in force.

      "Plant and           means all plant, machinery, tools,
      Machinery"           equipment, vehicles and other chattels owned by the
                           Vendor at the Effective Date for the purpose of the
                           Business as listed in Appendix 2.

      "the Properties"     means Block F Longford Trading Estate,
                           Stretford, Greater Manchester for which the Purchaser
                           is negotiating the grant of a new lease in agreed
                           terms ("the Lease"), to be completed at Completion or
                           shortly thereafter.

      "Purchaser's         means the disclosures set out in the
      Disclosures"         disclosure letter in agreed form of today's date from
                           the Purchaser's Solicitors to the Vendor's Solicitors
                           relating to the Purchaser's Warranties.

      "Purchaser's         means Rowley Dickinson of Halifax House,
      Solicitors"          93/101 Bridge Street, Manchester M3 2GX.

      "Purchaser's         means the warranties, representations and
      Warranties"          undertakings of the Purchaser and the Warrantors
                           contained in clause 12 of this Agreement and Schedule
                           4.

      "Regulations"        means the Transfer of Undertakings (Protection of
                           Employment) Regulations 1981 as amended by the
                           Collective Redundancies and Transfer of Undertakings
                           (Protection of Employment) Amendment Regulations
                           1995.

      "Relevant Date"      means 29 February 2000.

      "Security Interest"  means any mortgage, standard security,
                           pledge, lien, charge, floating charge, guarantee,
                           assignment by way of security, hypothecation or
                           security interest or any other agreement or
                           arrangement having the effect of conferring security.

      "Stocks"             means  the  stocks,   including  goods  or  other
                           assets   purchased   for   re-sale,    consumable
                           stores,  raw  materials,   work-in-progress   and
                           partly  finished  and  finished  goods,  owned or
                           used by the  Vendor  at the  Effective  Date  for
                           the  purposes  of  or  in  connection   with  the
                           Business,   including   items   which,   although
                           subject to  reservation


                                      -5-


<PAGE>


                           of title by the sellers, are under the control of
                           the Vendor as set out in Appendix 6.

      "Subsidiary"         means a subsidiary as defined in s.736 CA.

      "Tax Deed"           means the deed in the form set out in Schedule 5.

      "Taxation"           the same meaning as in the Tax Deed.

      "VATA"               Value Added Tax Act 1994.

      "Vendor's            means the disclosures set out in the disclosure
       Disclosures"        letter in agreed form of today's date from the
                           Vendor's Solicitors to the Purchaser's Solicitors
                           relating to the Warranties.

      "Vendor's            means Richard Saleh & Co of Didsbury House,
       Solicitors"         748 Wilmslow Road, Didsbury, Manchester M20
                           2DW.

      "Vendor's            means the warranties, representations and
       Warranties"         undertakings of the Vendor contained in clause 11 of
                           this Agreement and Schedule 3.

      "Warranty Claim"     means any claim by either the Purchaser or the
                           Vendor for breach by the other of them of the
                           applicable respective Warranties or covenants under
                           the Tax Deed given by them.

1.2   All references to a statutory provision shall be construed unless the
      context otherwise requires as including references to:-

      (a)  any statutory modification, consolidation or re-enactment;

      (b)  all   statutory   instruments,   orders   or  other   subordinate
           legislation made pursuant to it;

      (c)  any statutory provisions of which it is a modification, consolidation
           or re-enactment in force at any time prior to Completion.

1.3   Except where the context otherwise requires, words denoting the singular
      include the plural and vice versa, words denoting any gender include all
      genders and words denoting persons include corporations unincorporated
      associations and partnerships and vice versa.

1.4   All the Schedules and Appendices annexed hereto form part of this
      Agreement. Unless otherwise stated, a reference to a clause, sub-clause,
      Schedule or Appendix is a reference to a clause or sub-clause of, or a
      Schedule or Appendix to this Agreement.

1.5   Clause headings are for ease of reference only and do not affect the
      construction of this Agreement.

1.6   References to the parties and any of them shall be deemed to include the
      respective legal personal representatives (if any), successors in title
      and assigns from time to time of those parties.

1.7   Where any obligation is taken on by more than one person such obligation
      shall unless otherwise expressly stated be joint and several.

1.8   Any document expressed to be "in agreed form" means a document in a form
      approved by (and for the purpose of identification signed by or on behalf
      of) all the parties hereto.


                                      -6-


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1.9   References to "the Properties" shall include all chattels of the Vendor
      affixed to such Properties.

2.    AGREEMENT FOR SALE

2.1   Subject to the terms and conditions of this Agreement, the Vendor with
      full title guarantee shall sell free from all Security Interests, to the
      Purchaser which shall purchase as at the Effective Date:-

      2.1.1the Business as a going concern; and

      2.1.2all the assets and rights owned by, or (although subject to
           reservation of title by the seller) under the control of, the Vendor
           used in the conduct of the Business including, but without
           limitation:

           (a)   the Goodwill;

           (b)   the Plant and Machinery;

           (c)   the Stocks;

           (d)   the benefit (but  subject to the burden) of the  Contracts;
                 and

           (e)   the Intellectual Property Rights

2.2   If any of the Stocks are subject to any reservation of title in favour of
      any third party, the Vendor will not be deemed to sell such Stocks with
      full title guarantee and the Vendor's right to possess, deal in and
      perfect the title to such Stocks will pass to the Purchaser to the
      greatest extent to which the Vendor is able to pass them on from the
      Effective Date.

2.3   The Excluded Assets are excluded from the sale and purchase under this
      Agreement.

2.4   It is further agreed that subject to the matters set out in clause 2.5
      hereof during the Interim Period the Vendor shall be deemed to have been
      Agents for the Purchaser and carried on the Business for the benefit of
      the Purchaser and all assets, rights and liabilities acquired in the
      Interim Period shall be deemed to be the Purchaser's held on trust by the
      Vendor for the Purchaser.

2.5   The Vendor shall indemnify the Purchaser in respect of any liabilities,
      claims, costs or losses arising in consequence of the provisions of clause
      2.4.

2.6   The parties agree that they will do all such further things and execute
      any documents as are necessary to put into effect the provisions of clause
      2.4

2.7   The parties agree that where appropriate the provisions of this Agreement
      shall have retrospective effect.

2.8   Nothing in this Agreement shall have effect so as to transfer the
      Employees into the employment of the Purchaser until the day after the
      date of this Agreement.

3.    PURCHASE CONSIDERATION

3.1   The consideration for the sale by the Vendor of the Business and the
      Assets shall be the allotment of 15,001 ordinary shares of (pound)1.00 in
      the capital of the Purchaser, credited as fully paid and which will rank
      pari passu in all respects with the 5,000 ordinary shares of (pound)1.00
      in the capital of the Purchaser presently vested in The Warrantors and
      comprising all the issued share capital of the Purchaser in issue at the
      date of allotment, save as regards any dividend declared or paid by
      reference to a record date which is prior to Completion.


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3.2   The Vendor hereby irrevocably and unconditionally directs that the
      allotment of shares pursuant to clause 3.1 shall be made in favour of
      Morbria (as the holding company of the Vendor) and the Purchaser hereby
      consents to the same.

3.3   The Vendor warrants to the Purchaser that the value of the Business and
      Assets hereby sold and purchased is as set out on the apportionment of
      consideration form set out in Appendix 6.

4.    COMPLETION
4.1   The sale and purchase of the Business and the Assets shall be completed
      immediately on the Effective Date whereupon all the matters set out in
      this clause 4 shall be effected.

4.2   The Vendor shall deliver to the Purchaser, at the principal office of the
      Business, such of the Assets as are capable of being transferred by
      delivery.

4.3   The Vendor deliver to the Purchaser:-

      4.3.1such documents as are required by the Purchaser's Solicitors to
           complete the sale and purchase of the Assets and vest title to the
           Assets in the Purchaser, including (but without limitation)
           assignments of Goodwill, Contracts and Intellectual Property Rights
           in the agreed form;

      4.3.2Stocks and other records, information relating to customers and
           suppliers (including without limitation a list of all the customers
           of the Business during the last two years, a list of purchasers to
           which outstanding quotations have been given and a list of
           unfulfilled orders as at the Effective Date) and other relevant
           documents and chattels which relate to the Business;

      4.3.3all its designs and drawings, plans, instructional and promotional
           material, sales publications, advertising materials, terms and
           conditions of sale and other technical material and sales matter
           which relate to the Business, together with any plates, blocks,
           negatives and similar material relating to them;

      4.3.4all records of National  Insurance  and PAYE  relating to all the
           Employees duly completed and up to date;

      4.3.5certified  extracts of Board Minutes of the Vendor  approving the
           sale  of the  Assets  and  the  Business  on the  terms  of  this
           Agreement; and

      4.3.6the Purchaser's Disclosures

4.4   Upon  completion  of the matters  referred to above the  Purchaser and
      the Warrantors shall deliver to the Vendor's Solicitors:-

      (a)  the  definitive  certificates  for all the Shares to be issued in
           accordance with clause 3 in favour of Morbria;

      (b)  the Tax Deed duly executed by the Company and the Warrantors;

      (c)  the  resignation  of Jane Mantel from her  position as  Secretary
           of the Company;

      (d)  the resignation of Frank Godfrey & Co from their position as Auditors
           of the Company such resignation to contain a statement as required by
           s.390(2) Companies Act 1985;

      (e)  two service  agreements  in the agreed form duly  executed by Mr.
           Mantel and Mrs Mantel respectively and by the Purchaser;


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      (f)  all tax files  and other  working  papers of the  Company  in the
           possession or under the control of Frank Godfrey & Co; and

      (g)  the Vendor's Disclosures.

4.5   The Purchaser shall not be obliged to complete the purchase of any of the
      Assets unless the purchase of all the Assets is completed in accordance
      with this Agreement.

4.6   The Purchaser may in its absolute discretion waive any requirement
      contained in clause 4.2 or 4.3 and the Vendor may in its absolute
      discretion waive any requirement contained in clause 4.4.

4.7   On the Effective Date, the parties shall enter into and duly execute a
      shareholders agreement in the agreed form.

4.8   Title to and risk in the Business and the Assets will pass to the
      Purchaser on the Effective Date.

4.9   At Completion, or as soon as practicable thereafter the parties shall use
      their reasonable endeavours to procure the completion of the Lease.

5.    CREDITORS AND LIABILITIES

5.1   The Vendor shall forthwith on Completion supply to the Purchaser full
      details of the Creditors.

5.2   The Vendor shall promptly discharge in full the Creditors and Liabilities
      and notwithstanding Completion shall be responsible for all debts payable
      by and claims outstanding against it at the Effective Date including all
      wages, accruals of holiday pay, sums payable under taxation statutes, rent
      and other expenses and whether or not due for payment at such date.

5.3   In addition to clause 5.2:-

      5.3.1The Vendor shall remain liable for claims by third parties in respect
           of any goods sold or any service supplied by the Vendor or any act or
           omission of the Vendor prior to the Effective Date or arising from
           defective products or parts acquired from the Vendor and subsequently
           sold by the Purchaser and the Vendor shall indemnify the Purchaser in
           full for all costs claims and other liabilities arising from such
           claims;

      5.3.2Upon becoming aware of any such claim the Vendor will promptly give
           notice of it to the Purchaser and shall not take any steps which
           might reasonably be expected to damage the commercial interests of
           the Purchaser or the Business without prior consultation in good
           faith with the Purchaser.

      5.3.3The Vendor shall indemnify the Purchaser in full against claims by
           third parties arising from defective products which may be brought
           against the Purchaser in respect of sales occurring before the
           Effective Date which relate to the Business.

5.4   The liability of the Vendor under clause 5.3.1 shall extend to any
      settlement of a claim (including costs) made with the approval of the
      Purchaser.

5.5   If the Vendor considers that it is desirable to take preventative action
      with a view to avoiding claims under clause 5.3.1 the Vendor shall bear
      the cost of that action.

5.6   The Purchaser shall take all reasonable steps to perform, in accordance
      with its normal business standards, the obligations of the Vendor to
      provide after sales service or to meet warranty claims of customers
      arising in the normal course of the Business as a result of transactions
      carried out by the Vendor prior to the Effective Date, insofar as the same
      are


                                      -9-


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      required by the standard conditions of sale of the Business, copies of
      which have been produced to the Purchaser. The Vendor shall reimburse to
      the Purchaser on a monthly basis on demand the costs incurred by the
      Purchaser in carrying out its obligations under this sub-clause.

5.7   Nothing in this Agreement shall make the Purchaser liable in respect of
      anything done or omitted to be done up to the Effective Date by the Vendor
      in relation to the use of the Assets or the carrying on of the Business
      generally up to the Effective Date and the Vendor shall fully and
      effectively indemnify the Purchaser in respect of any liability (which
      liability shall include, without limitation, all losses, costs, claims,
      expenses, damages, legal and other professional fees and expenses on an
      indemnity basis) which it may incur directly or indirectly as a result of
      anything so done or omitted to be done.

6.    CONTRACTS

6.1   The Purchaser shall perform and discharge the outstanding obligations and
      liabilities of the Vendor under the Contracts, except for any obligations
      or liabilities attributable to a breach thereof by or on behalf of the
      Vendor.

6.2   Upon request by the Purchaser, the Vendor shall enter into an assignment
      or novation of any of the Contracts.

6.3   Insofar as the benefit (subject to the burden) of any of the Contracts
      cannot be transferred by the Vendor to the Purchaser except by way of an
      agreement or novation or with consent to the assignment from a third
      party, then this Agreement will not operate to transfer the benefit of any
      such Contract and:-

      6.3.1the Vendor will, at its expense and when required to do so by the
           Purchaser, use its best endeavours (with the co-operation of the
           Purchaser) to procure that such Contracts are novated or assigned or
           consent is obtained as soon as is reasonably practicable (provided
           that the Purchaser will not be obliged to make any payment, give any
           security or provide any guarantee as the basis for any such novation,
           assignment or consent);

      6.3.2subject to Clause 6.3.1, unless and until any such Contracts are
           novated or assigned or consent is obtained, the Vendor will continue
           its corporate existence, will hold the benefit of such Contracts upon
           trust for the Purchaser absolutely and will account to the Purchaser
           for any sums or any other benefits received by the Vendor in relation
           thereto without any deduction or withholding of any kind;

      6.3.3subject to Clause 6.3.1, the Purchaser will, as the Vendors' agent,
           perform all the obligations of the Vendor relating to the period
           after Completion;

      6.3.4subject to Clause 6.3.1, unless and until any such Contracts are
           novated or assigned or consent is obtained, the Vendor will act in
           accordance with the reasonable directions of the Purchaser in all
           matters relating to such Contracts for so long as the Vendor is
           required and authorised to do so by the Purchaser.

6.4   If notwithstanding the best endeavours of the Vendor pursuant to Clause
      6.3.1, the rights and obligations of the Vendor under any Contract sold to
      the Purchaser cannot be transferred to the Purchaser whether by way of
      novation or assignment or because any necessary consent is not forthcoming
      or is refused or otherwise not obtained on terms reasonably satisfactory
      to the Purchaser within 20 (twenty) business days of having been sought,
      then the Purchaser will be entitled by notice in writing to the Vendor to
      require the Vendor either to terminate the relevant Contract or to exclude
      the same from the Assets whereupon the Vendor will


                                      -10-


<PAGE>


      fully and effectively indemnify the Purchaser against any liability or
      obligation in respect of such Contract and all losses or costs, claims,
      expenses, damages (including legal and other professional expenses)
      arising from such Contract or its termination or exclusion from this
      Agreement.

7.    EMPLOYEES

7.1   All salaries and other emoluments, including holiday pay and accruals
      thereof, tax and national insurance payments and contributions to
      retirement benefit schemes, relating to the Employees shall be borne by
      the Vendor up to the Effective Date and whether or not due for payment at
      such date and all necessary apportionments shall be made. The Vendor will
      keep the Purchaser indemnified against any such payments and tax.

7.2   The Vendor will keep the Purchaser indemnified in full against all
      actions, proceedings, costs, claims, demands, awards, fines, orders,
      expenses and liabilities whatsoever (including legal and other
      professional fees and expenses) whenever arising, directly or indirectly,
      in connection with:-

      7.2.1the termination of the employment of any of the Employees (whether or
           not terminated by the giving of notice and, if by the giving of
           notice, whenever that notice expires) by the Vendor up to and
           including the Effective Date or of any other employees of the Vendor
           whether before, on, or after the Effective Date;

      7.2.2any act or omission of the Vendor up to and including the Effective
           Date in respect of the employment of the Employees by the Vendor and
           any claim by any person other than any Employee relating to that
           person's employment by the Vendor; and

      7.2.3any of the Employees  not wishing to relocate to the  Purchaser's
           current premises.

7.3   If any contract of employment of a person who is not one of the Employees
      is deemed to have been effected between the Purchaser and such person as a
      result of the provisions of Regulation 5 of the Regulations, then:-

      7.3.1the Purchaser may, within twenty (20) Business Days of becoming aware
           of the application of Regulation 5 during such Contract, terminate
           such contract;

      7.3.2the Vendor will indemnify the Purchaser in full against any actions,
           proceedings, costs, claims, demands, awards, fines, orders, expenses
           and liabilities whatsoever (including legal and other professional
           fees and expenses) in relation to such person whether arising
           directly or indirectly out of or in connection with such termination
           or otherwise, and against any sums payable to or in relation to such
           person in respect of his employment after the Effective Date to the
           date of such termination; and

      7.3.3when reasonably required to do so by the Purchaser the Vendor will
           assist the Purchaser in taking and/or defending any proceedings by
           and/or against the Purchaser in connection with the termination of
           such contract of employment.

7.4   The Purchaser shall subject as above indemnify the Vendor against each and
      every cost claim liability expense or demand arising from:

      7.4.1any claim or allegation by an Employee transferring to the Purchaser
           (a "Transferring Employee") that in consequence of the sale of the
           Business to the Purchaser there has been or will be a substantial
           change in such Employee's working conditions to his detriment (except
           for any refusal by any of the Employees to relocate to the Properties
           in respect of which refusal the Vendor shall indemnify the Purchaser
           in the manner set out in clause 7.3.2); and


                                      -11-


<PAGE>


      7.4.2any act or omission of the Purchaser in relation to a Transferring
           Employee occurring after the date of Completion and against any claim
           for redundancy payments or protective awards and any liability for
           wrongful dismissal or unfair dismissal or otherwise in connection
           with the transfer of the employment of the Transferring Employees to
           the Purchaser.

8.    VALUE ADDED TAX

8.1   The parties shall use all reasonable endeavours to procure that the sale
      of the Business is deemed to be a transfer of a business as a going
      concern for the purposes of the Value Added Tax Act 1994 and Article 5 of
      the Value Added Tax (Special Provisions) Order 1992.

8.2   The Vendor and the Purchaser represent, warrant and undertake to each
      other that they are duly and properly registered for the purposes of VAT.

8.3   The Vendor shall on Completion deliver to the Purchaser all the records of
      the Business for value added tax purposes which are required by the Value
      Added Tax Act 1994 s.49(1)(b) to be preserved by the Purchaser and shall
      not thereafter make an application to H.M. Customs and Excise under
      s.49(1)(b) that such records should be preserved by the Vendor.

8.4   The Purchaser shall for a period of not less than 6 years from the
      Effective Date preserve the records delivered to it by the Vendor and,
      upon reasonable notice, make them available to the Vendor or its agents
      during normal business hours.

9.    INSURANCE

9.1   The Vendor undertakes to the Purchaser that it will notify the interest of
      the Purchaser to the relevant insurers and keep in force its existing
      insurance policies in respect of the Assets for a period of 30 days from
      today's date, the Purchaser paying the proportion of the insurance
      premiums from the Effective Date until the cancellation of the relevant
      policies.

9.2   The Purchaser shall have the benefit of any insurance monies which become
      payable in respect of any of the Assets after the Effective Date.

10.   TITLE AND APPORTIONMENTS

The Vendor shall take all necessary steps and co-operate fully with the
Purchaser to ensure that it obtains the full benefit of the Business and Assets
and shall execute such documents and take such other steps (or procure other
necessary parties so to do) as are necessary or appropriate for vesting in the
Purchaser all its rights and interests in the Assets.

11.   WARRANTIES BY THE VENDOR

11.1  The Vendor  warrants  represents  and  undertakes to the Purchaser and
      to the Warrantors that:-

      11.1.1     save  as  fully  and  fairly   set  out  in  the   Vendor's
                 Disclosures,  the Vendor's Warranties are true and accurate
                 in all respects;

      11.1.2     the Vendor's Disclosures are true complete and accurate in all
                 material respects and fully, clearly and accurately disclose
                 every matter to which they relate;

      11.1.3     no event has occurred on or before the date of this Agreement
                 which would cause the crystallisation of the floating charges
                 over the Assets created by the Charges and the Vendor has taken
                 no steps itself to crystallise the Charges; and

      11.1.4     the Vendor will use all reasonable endeavours to obtain the
                 consent where requisite from the respective holders of the
                 Charges to the sale of the Business and the Assets.


                                      -12-


<PAGE>


11.2  The Vendor:-

      11.2.1     agrees that the Purchaser is entering  into this  Agreement
                 in reliance on each of the  Vendor's  Warranties,  and that
                 save as provided in  clause 11.1.1  no information of which
                 the Purchaser has knowledge  (actual or constructive)  will
                 prejudice  any claim  made by the  Purchaser  in respect of
                 the  Vendor's  Warranties  or will  operate  to reduce  any
                 amount  recoverable  in respect of any breach of any of the
                 Vendor's  Warranties  or will  operate to prevent any claim
                 being  made by the  Purchaser  for any breach by the Vendor
                 of  the   covenants   implied   by  the  Law  of   Property
                 (Miscellaneous Provisions) Act 1994;

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

      11.2.3     undertakes  to  disclose   immediately   to  the  Purchaser
                 anything  which  comes to its  notice  which is or may be a
                 breach of any of the Vendor's Warranties; and

      11.2.4     undertakes that, in the event of any claim being made against
                 the Vendor whether under the Vendor's Warranties or otherwise
                 in connection with the sale of the Business or the Assets to
                 the Purchaser, the Vendor will not make any claim against any
                 of the Employees on whom it may have relied before agreeing to
                 any term of this Agreement or authorising any statement in the
                 Disclosures.

11.3  Without restricting the rights of the Purchaser or the ability of the
      Purchaser to claim damages on any basis available to it, the Vendor
      undertakes to the Purchaser that in the event of a breach of any of the
      Vendor's Warranties the Vendor will, forthwith on demand by the Purchaser,
      pay to the Purchaser or, in the case of a liability to another person
      which has not been discharged, the person to whom the liability has been
      incurred, the full amount of any shortfall or diminution of the value of
      any of the Assets or the full amount of any liability of the Purchaser
      which was incurred by it as a result of or in relation to any act, matter,
      thing or circumstance constituting a breach of the Vendor's Warranties.

11.4  Each of the Vendor's Warranties will be construed as a separate warranty
      and will not be limited or restricted by reference to, or inference from,
      the terms of any other warranty or any other term of this Agreement.

11.5  The rights and remedies of the Purchaser in respect of any breach of the
      Vendor's Warranties shall not be affected by Completion, by any
      investigation made by or on behalf of the Purchaser into the affairs of
      the Vendor, by the Purchaser failing to exercise or delaying the exercise
      of any of its rights or remedies or by any other event or matter
      whatsoever except a specific and duly authorised written waiver or
      release.

11.6  Where any Vendor's Warranty refers to the awareness, knowledge,
      information or belief of the Vendor, the Vendor undertakes that it has and
      it shall be deemed to have made a made full enquiry into the subject
      matter of the Vendor's Warranty.

11.7  The Vendor shall not be liable under this Agreement in respect of any
      claim:

      11.7.1     unless notice of it is given in writing by the Purchaser to the
                 Vendor setting out full particulars of the grounds on which
                 such claim is based within 24 months following the Effective
                 Date;

      11.7.2     unless the aggregate amount of all claims for which the Vendor
                 would otherwise be liable under this Agreement exceeds
                 (pound)10,000 but if liability


                                      -13-


<PAGE>


                 exceeds that figure THen all claims, including claims
                 previously notified, shall accrue
                 against the Vendor; and

      11.7.3     to the extent that the  aggregate  amount of the  liability
                 of the  Vendor for all  claims  made  under this  Agreement
                 would thereby exceed(pound)100,000; or

      11.7.4     unless the amount of the liability of the Vendor for an
                 individual claim (or series of related claims with respect to
                 related facts or circumstances) exceeds (pound)1,000.

11.8  The Purchaser shall at the cost of the Vendor procure that all reasonable
      steps are taken and use its reasonable endeavours to avoid or mitigate any
      loss or liability which might give rise to a claim under this Agreement.

11.9  Where the Purchaser has or may have a claim against a third party in
      relation to any matter (where appropriate) or event which may give rise to
      a claim under this Agreement, the Purchaser shall at the cost of the
      Vendor procure that all reasonable endeavours are used to recover any
      amounts due from any such third party and shall forthwith upon such
      recovery reimburse the Vendor the lesser of (i) the amount paid by the
      Vendor under this Agreement and (ii) the amount so recovered (less the
      costs of such recovery where applicable).

11.10 The Purchaser shall not have any claim whatsoever against the Vendor in
      respect of any breach of any of the Vendor's Warranties:

      11.10.1    if and to the extent that such breach or claim would not have
                 arisen but for any voluntary act, omission, transaction or
                 arrangement after the Effective Date by the Purchaser or any
                 person connected with it.

      11.10.2    to the extent that such breach or claim relates to any loss
                 which is recovered by the Purchaser or the Business from their
                 insurers;

      11.10.3    to the extent that it relates to any matter  provided  for,
                 noted,  included as a liability  or  disclosed by or in the
                 Principal Accounts;

      11.10.4    in respect of any liability for taxation on profits of the
                 Business arising in the ordinary course of business after
                 Completion.

11.11 The Purchaser shall but without prejudice to its rights to claim:

      11.11.1    as soon as practicable  notify the Vendor in writing of any
                 relevant claim under the Vendor's Warranties; and

      11.11.2    at  all  times  disclose  in  writing  to  the  Vendor  all
                 available  information and documents  relating to any claim
                 under the Vendor's Warranties

      provided always that no failure on the part of the Purchaser under clause
      11 shall in any way affect the entitlement of the Purchaser to claim and
      be compensated or otherwise reimbursed hereunder.

11.12 The Purchaser hereby acknowledges that it does not enter into this
      Agreement in reliance on any warranties, representations, covenants or
      undertakings howsoever or to whomsoever made except in so far as such are
      embodied in the Vendor's Warranties, representations, covenants and
      undertakings on the part of the Vendor contained in this Agreement.

12.   WARRANTIES BY THE PURCHASER

12.1  The Purchaser and the Warrantors  warrant  represent and undertakes to
      the Vendor that:-


                                      -14-


<PAGE>


      12.1.1     save  as  fully  and  fairly  set  out in  the  Purchaser's
                 Disclosures,   the  Purchaser's  Warranties  are  true  and
                 accurate in all respects.

      12.1.2     the Purchaser's Disclosures are true complete and accurate in
                 all respects and fully, clearly and accurately disclose every
                 matter to which they relate.

12.2  The Purchaser:-
      12.2.1     agrees that the Vendor is entering  into this  Agreement in
                 reliance on each of the  Purchaser's  Warranties,  and that
                 save as provided in  clause 12.1.1  no information of which
                 the Vendor has  knowledge  (actual  or  constructive)  will
                 prejudice  any claim  made by the  Vendor in respect of the
                 Purchaser's  Warranties  or  will  operate  to  reduce  any
                 amount  recoverable  in respect of any breach of any of the
                 Purchaser's  Warranties  or will  operate  to  prevent  any
                 claim  being  made by the  Purchaser  for any breach by the
                 Purchaser of the  covenants  implied by the Law of Property
                 (Miscellaneous Provisions) Act 1994;

      12.2.2     will indemnify the Vendor in full against all costs and
                 expenses (including legal costs) which it may incur, either
                 before or after the commencement of any action, directly or
                 indirectly as a result of any breach of any of the Purchaser's
                 Warranties;

      12.2.3     undertakes to disclose immediately to the Purchaser anything
                 which comes to its notice which is or may be a breach of any of
                 the Purchaser's Warranties.

12.3  Without restricting the rights of the Vendor or the ability of the Vendor
      to claim damages on any basis available to it, the Purchaser undertakes to
      the Vendor that in the event of a breach of any of the Purchaser's
      Warranties the Purchaser will, forthwith on demand by the Vendor, pay to
      the Vendor or, in the case of a liability to another person which has not
      been discharged, the person to whom the liability has been incurred, the
      full amount of any shortfall or diminution of the value of any of the
      assets of the Purchaser or the full amount of any liability of the Vendor
      which was incurred by it as a result of or in relation to any act, matter,
      thing or circumstance constituting a breach of the Purchaser's Warranties.

12.4  Each of the Purchaser's Warranties will be construed as a separate
      warranty and will not be limited or restricted by reference to, or
      inference from, the terms of any other warranty or any other term of this
      Agreement.

12.5  The rights and remedies of the Vendor in respect of any breach of the
      Purchaser's Warranties shall not be affected by Completion, by any
      investigation made by or on behalf of the Vendor into the affairs of the
      Purchaser, by the Vendor failing to exercise or delaying the exercise of
      any of its rights or remedies or by any other event or matter whatsoever
      except a specific and duly authorised written waiver or release.

12.6  Where any Purchaser's Warranty refers to the awareness, knowledge,
      information or belief of the Purchaser, the Purchaser undertakes that it
      has and it shall be deemed to have made a made full enquiry into the
      subject matter of the Warranty.

12.7  The Purchaser shall not be liable under this Agreement in respect of any
      claim:

      12.7.1     unless notice of it is given in writing by the Vendor to the
                 Purchaser setting out full particulars of the grounds on which
                 such claim is based within 24 months following the Effective
                 Date;


                                      -15-


<PAGE>


      12.7.2     unless the aggregate amount of all claims for which the
                 Purchaser would otherwise be liable under this Agreement
                 exceeds (pound)10,000 but if liability exceeds that figure THen
                 all claims, including claims previously notified, shall accrue
                 against the Purchaser; and

      12.7.3     to the extent that the  aggregate  amount of the  liability
                 of the Purchaser  for all claims made under this  Agreement
                 would thereby exceed(pound)40,000; or

      12.7.4     unless the amount of the liability of the Purchaser for an
                 individual claim (or series of related claims with respect to
                 related facts or circumstances) exceeds (pound)1,000.

12.8  The Vendor shall at the cost of the Purchaser procure that all reasonable
      steps are taken and use its reasonable endeavours to avoid or mitigate any
      loss or liability which might give rise to a claim under this Agreement.

12.9  Where the Vendor has or may have a claim against a third party in relation
      to any matter (where appropriate) or event which may give rise to a claim
      under this Agreement, the Vendor shall at the cost of the Purchaser
      procure that all reasonable endeavours are used to recover any amounts due
      from any such third party and shall forthwith upon such recovery reimburse
      the Purchaser the lesser of (i) the amount paid by the Purchaser under
      this Agreement and (ii) the amount so recovered (less the costs of such
      recovery where applicable).

12.10 The Vendor shall not have any claim whatsoever against the Purchaser in
      respect of any breach of any of the Purchaser's Warranties:

      12.10.1    if and to the extent that such breach occurs as a result of any
                 legislation or enactment not in force at the date hereof or
                 without prejudice to the foregoing any increase in the rates,
                 method of calculation or scope of taxation after the Relevant
                 Date or any change in generally accepted accounting practice
                 after the Relevant Date; or

      12.10.2    if and to the extent that such breach or claim would not have
                 arisen but for any voluntary act, omission, transaction or
                 arrangement after the Effective Date by the Vendor or any
                 person connected with it.

      12.10.3    to the extent that such breach or claim relates to any loss
                 which is recoverable by the Vendor or the Business from their
                 insurers;

      12.10.4    to the extent that it relates to any matter  provided  for,
                 noted,  included as a liability  or  disclosed by or in the
                 Principal Accounts;

      12.10.5    in respect of any liability for taxation on profits of the
                 Business arising in the ordinary course of business after
                 Completion.

12.11 The Vendor shall but without prejudice to its rights to claim:

      12.11.1    as soon as  practicable  notify the Purchaser in writing of
                 any relevant claim under the Purchaser's Warranties; and

      12.11.2    at all times  disclose  in  writing  to the  Purchaser  all
                 available  information and documents  relating to any claim
                 under the Purchaser's Warranties

      provided always that no failure on the part of the Vendor under clause 12
      shall in any way affect the entitlement of the Vendor to claim and be
      compensated or otherwise reimbursed hereunder.


                                      -16-


<PAGE>


12.12 The Vendor hereby acknowledges that it does not enter into this Agreement
      in reliance on any warranties, representations, covenants or undertakings
      howsoever or to whomsoever made except in so far as such are embodied in
      the Purchaser's Warranties, representations, covenants and undertakings on
      the part of the Purchaser contained in this Agreement.

13.   FURTHER ASSURANCE

13.1  At all times after the date of this Agreement each party shall where
      appropriate itself execute and use its best endeavours to execute such
      documents and do such acts and things as any other party may reasonably
      require for the purpose of giving to that other party the full benefit of
      those provisions of this Agreement as are for the benefit of such other
      party.

13.2  The Vendor and the Purchaser shall at all times in the future take all
      necessary steps and co-operate fully with each other to ensure that the
      full benefit and burden of the Business, the Contracts and the Assets
      shall be transferred to the Purchaser and shall execute such documents and
      take such other steps (or procure other necessary parties so to do) as are
      necessary or appropriate for vesting in the Purchaser all rights and
      interests in the Assets the Contracts and the Business.

14.   INFORMATION

The Vendor shall preserve all information, records and other documents relating
to the Excluded Assets for a period of not less than 6 years and upon reasonable
notice by the Purchaser make such information, records and documents available
for inspection by the Purchaser or their authorised agents at reasonable times
during normal business hours.

15.   ANNOUNCEMENTS

No announcement of any kind shall be made in respect of the subject matter of
this Agreement except as specifically agreed between the Vendor and the
Purchaser, or if an announcement is required by law or the Stock Exchange or any
other regulatory body. Any announcement by either party shall in any event be
issued only after prior consultation with the other.

16.   COMMUNICATIONS

16.1  All communications between the parties with respect to this Agreement
      shall be in writing and be delivered by hand or sent by facsimile or by
      first-class post to the address of the addressee as set out in this
      Agreement, or to such other address (being in Great Britain) as the
      addressee may from time to time have notified in writing for the purpose
      of this clause or sent by facsimile transmission (with confirmation by
      letter posted first-class within 24 hours) using a facsimile number then
      used by the recipient at an address which could have been used for service
      or in each case to such person as the other may from time to time notify
      in writing by post.

16.2  Communications shall be deemed to have been received:

      16.2.1     if sent by first class post: 2 business  days after posting
                 exclusive of the day of posting;

      16.2.2     if delivered by hand: on the day of delivery;

      16.2.3     if  sent  by  facsimile   transmission:   at  the  time  of
                 transmission.

16.3  Communications addressed to the Vendor shall be marked for the attention
      of Robert Dillon and communications addressed to the Purchaser shall be
      marked for the attention of David Mantel.

16.4  In proving service:-


                                      -17-


<PAGE>


      16.4.1     by delivery by hand: it shall be necessary  only to produce
                 a receipt for the  communication  signed by or on behalf of
                 the addressee; or

      16.4.2     by post or  facsimile  transmission:  it shall be necessary
                 only  to  prove  that  the  communication,   or  letter  of
                 confirmation,  was contained in an envelope  which was duly
                 addressed and posted in accordance with this clause.

17.   INVALIDITY

If any term or provision in this Agreement shall in whole or in part be held to
any extent to be illegal or unenforceable under any enactment or rule of law,
that term or provision or part shall to that extent be deemed not to form part
of this Agreement and the enforceability of the remainder of this Agreement
shall not be affected.

18.   PROPER LAW

The construction, validity and performance of this Agreement shall be governed
by the laws of England and the parties hereby submit to the non-exclusive
jurisdiction of the English Courts.

19.   GENERAL

19.1  No purported variation of this Agreement shall be effected unless made in
      writing and signed by each party hereto.

19.2  Any waiver or forbearance by either party of any right under this
      Agreement in any one instance shall not be deemed or construed to be a
      waiver of such right or any similar instance (or indeed any other matter)
      in the future or of any subsequent breach hereof nor shall it prevent the
      subsequent enforcement of that right.

19.3  This Agreement shall be binding upon each party's permitted assigns and no
      assignment of this Agreement shall be permitted without the prior written
      consent of the other party.

19.4  All expenses incurred by or on behalf of the parties, including all fees
      of agents, solicitors, accountants, employed by either of the parties in
      connection with the negotiation, preparation and execution of this
      Agreement shall be borne solely by the party which incurred them.

19.5  The Purchaser and the Warrantors warrant to the Vendor (upon which
      warranty the Vendor relies in entering into this Agreement) that neither
      the Purchaser nor the Warrantors are aware of any matter or thing (other
      than as set out in the Vendor's Disclosures) which is inconsistent with
      any of the Vendor's Warranties.

19.6  The Vendor warrants to the Purchaser and the Warrantors (upon which
      warranty the Purchaser and the Warrantors rely in entering into this
      Agreement) that the Vendor is not aware of any matter or thing (other than
      as set out in the Purchaser's Disclosures) which is inconsistent with any
      of the Purchaser's Warranties.

19.7  It is hereby certified that the transaction hereby effected does not form
      part of a larger transaction or of a series of transactions in respect of
      which the amount or value or the aggregate amount or value of the
      consideration exceeds the sum of Sixty thousand pounds ((pound)60,000).

IN WITNESS the parties have executed this Agreement as a Deed the day and year
first before written


                                      -18-


<PAGE>



                                   SCHEDULE 1
                                 EXCLUDED ASSETS

1.    Book Debts

2.    Cash in hand or at the Bank as at the Effective Date

3.    Any amounts recoverable in respect of taxation attributable to
      periods ended on or before the Effective Date.

4.    All assets relating to the Vendor's multimedia business


                                   SCHEDULE 2
                                 COMPANY DETAILS

Company Name              Cornbrook Precision Colour Limited

Company Number            03309140

Date of incorporation     29 January 1997

Authorised Share Capital  20,001 ordinary shares of(pound)1.00

Issued Share Capital      5,000 ordinary shares of(pound)1.00

Registered Office         14 Southern Road, Sale, Cheshire M33 6HQ

Directors                 Mr. Mantel and Mrs Mantel

Secretary                 Mrs Mantel


                                      -19-


<PAGE>


                                   SCHEDULE 3
                               VENDOR'S WARRANTIES

1     VALIDITY OF THIS AGREEMENT

1.1   The  Vendor  is  entitled  to  enter  into  this  Agreement  with  the
      Purchaser

1.2   The signature execution and performance of this Agreement and all
      documents ancillary to it by the Vendor has been duly authorised by all
      necessary acts of the Vendor and its board of directors

2     TITLE TO ASSETS

All of the Assets:

2.1   are in the legal and  beneficial  ownership  of the  Vendor  free from
      any encumbrance and from any contract to grant the same

2.2   are situated at the Property

2.3   are not to any extent surplus to requirement and

2.4   comprise all the assets now used in the  Business  and are  sufficient
      for the normal running of the Business

2.5   are free from any dispute or claim

3     STOCKS

3.1   The items included in the Stocks are fit for their intended purpose and
      are of satisfactory quality, are not obsolete slow moving or likely to
      realise less than book value and are sufficient for the normal
      requirements of the Business and none of the Contracts is likely to result
      in this being untrue

4     EQUIPMENT

All of the items comprising the Equipment:

4.1   are  in  a  good  and  safe   state  of  repair  and   condition   and
      satisfactory working order; and

4.2   are adequate and not surplus to the requirements of the Business and are
      sufficient for the normal running of the Business and not expected to
      require replacement or substantial repair within a period of 6 months
      after the Effective Date

5     LITIGATION AND DISPUTES

5.1   Neither the Vendor, Morbria nor any other person for whose acts or
      defaults the Vendor may be vicariously liable in relation to the Business
      is engaged or concerned or involved (whether as plaintiff defendant or
      other party) in any civil criminal tribunal arbitration or other
      proceedings which relate to the Business nor are any such proceedings
      pending so far as the Vendor is aware.

5.2   As far as the Vendor is aware, no governmental or official investigation
      or enquiry concerning the Business is in progress or pending and there are
      no facts or circumstances known to the Vendor which are likely to give
      rise to any such investigation or enquiry

6     CONDUCT OF BUSINESS

In the last 12 months:-


                                      -20-


<PAGE>


6.1   the Business has been  continued in the ordinary and normal  course as
      regards its nature extent and manner of carrying it on; and

6.2   there is no borrowing or financial facility in relation to the Business
      except for the overdraft facilities from its bankers specified in the
      Vendor's Disclosures

7     LICENCES

The Vendor has obtained all necessary licences and consents from any person,
authority or body required by law for the proper carrying on of the Business
and, is not in breach of any of the material terms and conditions of any such
licences.

8     INSURANCE

8.1   All the Assets of an insurable nature are and have at all material times
      been insured, in amounts representing their full replacement or
      reinstatement value.

8.2   The Business and the Assets are and have at all material times been
      adequately covered against accident, damage, injury, third party loss,
      loss of profits and fire.

8.3   All insurances relating to the Business or the Assets are currently and
      will remain until Completion in full force and effect and nothing has been
      done or omitted to be done which would make any policy of insurance void
      or voidable.

9     CONTRACTS

9.1   Except for the Contracts, the Vendor is not aware of any other contracts
      or other engagements, which are material and necessary to the Business.

9.2   None of the Contracts is of an unusual, abnormal or onerous nature; of a
      long term nature; or was entered into in any way otherwise than in the
      ordinary and normal course of the Business or will not be capable of being
      fulfilled or performed by the Purchaser on time without undue or unusual
      expenditure of money or personell

9.3   The Vendor is not in  default  under any  material  term of any of the
      Contracts.

9.4   No offer, tender or the like relating to the Business of a material
      nature, has been made by the Vendor in the past 12 months in relation to
      the Business which remains outstanding and is capable of being converted
      into an obligation of the Business by an acceptance or other act of some
      other person, firm or corporation and which is still outstanding.

10    EMPLOYEES

10.1  There are no employees of the Business other than the Employees.

10.2  The age and length of service for the purpose of the Employment Rights Act
      1996 of the Employees are as set out in Appendix 5 and that the terms of
      the employment of such employees are as confirmed by the Vendor to the
      Purchaser in writing.

10.3  None of the Employees will be given or has received notice terminating his
      employment or will be entitled to give notice as a result of the
      provisions of this Agreement

10.4  There are no pension entitlements for the Employees.

10.5  All of the Employees have been consulted about the sale and purchase of
      the Business and none of them has objected thereto.


                                      -21-


<PAGE>


                                   SCHEDULE 4
                             PURCHASER'S WARRANTIES

1  CORPORATE MATTERS

1.1   The information relating to the Purchaser contained in Schedule 2 is true
      and complete in all respects.

1.2   The whole of the issued and allotted share capital of the Purchaser is as
      stated in Schedule 2 and is beneficially owned by David Mantel and Jane
      Mantel and is free from any claims, charges or encumbrances.

1.3   The Purchaser does not have nor has ever had any subsidiary.

1.4   There are no agreements or arrangements in force, other than this
      Agreement, which grant to any person the right to call for the issue,
      allotment or transfer of any share or loan capital of the Purchaser.

1.5   The register of members and other statutory books of the Purchaser have
      been properly kept and contain an accurate, up to date and complete record
      of the matters with which they should deal and no notice or allegation,
      that any of them is incorrect or should be rectified has been received.

1.6   All returns, particulars, resolutions and documents required by any
      legislation to be filed with the Registrar of Companies in respect of the
      Purchaser have been filed and were correct.

1.7   The Purchaser has not at any time repaid or agreed to repay or redeemed or
      agreed to redeem any of its share capital or otherwise reduced or agreed
      to reduce its share capital.

1.8   The  Purchaser  has  not  at  any  time  capitalised  any  profits  or
      reserves or passed any resolution to do so.

1.9   The copy of the Memorandum and Articles of Association of the Purchaser,
      which has been annexed to the Purchaser's Disclosures is accurate and
      complete in all respects as at the date of this Agreement.

1.10  The Purchaser does not use on its letter-heads, circulars, advertisements,
      stationary or vehicles or otherwise carries on business under any name
      other than its corporate name.

2  ACCOUNTING MATTERS

2.1   The Accounts have been prepared in accordance with the historical cost
      convention and the bases and policies of accounting, adopted for the
      purpose of preparing the Accounts, are the same as those adopted in
      preparing the audited accounts of the Purchaser in respect of the three
      last preceding accounting periods.

2.2   The Accounts:

      2.2.1give a true and fair view of the assets, liabilities (including
           contingent, unquantified or disputed liabilities) and commitments of
           the Purchaser at the Relevant Date and its profit for the financial
           period ended on that date;

      2.2.1comply  with the  requirements  of the  Companies  Acts and other
           relevant statutes;

      2.2.3comply with all current  FRS's or SSAP's  applicable  to a United
           Kingdom company;

      2.2.4are  not   affected   by  any   extraordinary,   exceptional   or
           non-recurring item;

      2.2.5properly  reflect the  financial  position of the Purchaser as at
           the Relevant Date.


                                      -22-


<PAGE>


2.3   All the accounts, books, ledgers, financial and other records, of
      whatsoever kind, of the Purchaser are in its possession and give a true
      and fair view of its financial position.

3  FINANCIAL MATTERS

3.1   The Purchaser has not had any capital commitments outstanding at the
      Relevant Date and the Purchaser has, since then, not incurred or agreed to
      incur any capital expenditure or commitments or disposed of any capital
      assets.

3.2   Since the Relevant Date the Purchaser has not paid or declared any
      dividend or made any other payment which is, or is treated as, a
      distribution for the purposes of ICTA Part VI Chapter II.

3.3   The Purchaser has not since the Relevant Date repaid, or become liable to
      repay, any indebtedness in advance of its stated maturity.

3.4   There are no liabilities (including contingent liabilities) which are
      outstanding on the part of the Purchaser other than those liabilities
      disclosed in the Accounts or incurred, in the ordinary and proper course
      of trading, since the Relevant Date.

3.5   The amounts now due from debtors will be recoverable in full in the
      ordinary course of business, and in any event not later than twelve weeks
      from the date of this Agreement.

3.6   No part of the amounts included in the the Accounts as owing by any
      debtors remains unpaid or has been released on terms that any of such
      monies due from debtors remains unpaid or has been released on terms that
      any debtor pays less than the full book value of his debt.

3.7   There is not now outstanding in respect of the Purchaser any guarantee, or
      agreement for indemnity or for suretyship, given by, or for the
      accommodations of the Purchaser.

4  TRADING MATTERS

4.1   Since the Relevant Date the business of the Purchaser has been continued
      in the ordinary and normal course, and there has been no deterioration in
      its turnover, or its financial or trading position or prospects.

4.2   The Purchaser has not agreed to become a member of any joint venture,
      consortium, partnership or other incorporated association.

4.3   The Purchaser is not engaged in any litigation or arbitration proceedings,
      as Plaintiff or Defendant; there are no such proceedings pending or
      threatened, either by or against the Purchaser; and there are no
      circumstances which are likely to give rise to any litigation or
      arbitration.

4.4   There is no dispute with any revenue or other official department in the
      United Kingdom or elsewhere, in relation to the affairs of the Purchaser,
      and there are no facts which may give rise to any such dispute.

4.5   There are no claims pending or threatened, or capable of arising, against
      the Purchaser, by an employee or workman or third party, in respect of any
      accident or injury, which is not fully covered by insurance.

4.6   The Purchaser has conducted and is conducting its business in all respects
      in accordance with all applicable laws and regulations, whether of the
      United Kingdom or elsewhere.

4.7   No power of  attorney  ever given by the  Purchaser  is  currently  in
      force.


                                      -23-


<PAGE>


4.8   There are no outstanding authorities (express or implied) by which any
      person other than the Directors may enter into any contract or commitment
      to do anything on behalf of the Purchaser.

4.9   The Purchaser's Disclosures contains accurate particulars of all
      subsisting contracts with the Warrantors or any related party.

4.10  The Purchaser has not manufactured sold or supplied products which are, or
      were, or will become, in any material respect faulty or defective, or
      which do not comply in any material respect with any warranties or
      representations, expressly or impliedly made by it, or with all applicable
      regulations, standards and requirements in respect thereof.

4.11  The Purchaser is not subject to any liability or obligation (save as may
      be implied by Law) to service, repair, maintain, take back or otherwise do
      or not do anything in respect of any goods that have been, or are
      hereafter delivered by it.

4.12  The Purchaser has never been engaged in any trade or business other than
      the current business.

4.13  The Purchaser is not party to, nor has its profits or financial position
      during the 3 years prior to the date hereof been affected by, any contract
      or arrangement which is not of an entirely arm's length nature.

4.14  The Purchaser has effected all registrations and obtained all governmental
      and other licences, permits and other authorizations necessary for the
      conduct of its business in the manner and at the premises in which such
      business is being conducted at the date hereof and all such registrations,
      licences, permits and authorizations are in full force and effect and no
      revocation thereof is contemplated.

4.15  The Purchaser has not been concerned in any agreement, arrangement or
      practice which infringes or which is or should have been registered or
      notified under the Restrictive Trade Practices Act 1976, the Fair Trading
      Act 1973, or Article 85 or Article 86 of the Treaty of Rome or any other
      anti-trust legislation.

5  PROPERTY MATTERS

5.1   The Purchaser has duly and punctually performed and observed all
      covenants, conditions, agreements, statutory requirements, planning
      consents, bye-laws, orders and regulations affecting the Properties, and
      no notice of any breach of any such matter has been received.

5.2   The use of each of the Properties is the permitted use for the purposes of
      the Town & Country Planning Acts 1990.

5.3   There  are no  compulsory  purchase  notices,  orders  or  resolutions
      affecting any of the Properties.

6  EMPLOYMENT MATTERS

6.1   Full particulars of the identities, dates of birth, remuneration, job
      title dates of commencement of employment or appointment to office, and
      terms and conditions of employment of all the employees and officers of
      the Purchaser including without limitation profit sharing, commission or
      discretionary bonus arrangements, are fully and accurately set out in the
      Purchaser's Disclosures.

6.2   Since the Relevant Date or (where employment or holding of office
      commenced after that date) since the commencing date of such employment or
      holding of office, no change has been made in the rate of remuneration, or
      the emoluments or pension benefits of any officer,


                                      -24-


<PAGE>


      ex-officer or senior executive being a person in receipt of total
      remuneration in excess of (pound)15,000 per annum.

6.3   The Purchaser is not bound or accustomed to pay any monies other than in
      respect of remuneration, or emoluments of employment, or pension benefits,
      to, or for the benefit of, any officer or employee of the Purchaser.

6.4   The Purchaser is not under any legal or moral liability or obligation, or
      a party to any ex-gratia arrangement or promise, to pay pensions,
      gratuities, superannuation allowances or the like, or otherwise to provide
      "relevant benefits" within the meaning of ICTA s.612, to or for any of its
      past or present officers or employees or death benefit, or similar schemes
      or arrangements in relation to, or binding on, the Purchaser or to which
      the Purchaser contributes.

7  ASSET MATTERS

7.1   The Purchaser owned at the Relevant Date and had good and marketable title
      to, all the assets included in the the Accounts, and (except for current
      assets subsequently sold or realised in the ordinary course of business)
      still owns and has good and marketable title to them and to all assets
      acquired since the Relevant Date.

7.2   The stock of raw materials, packaging materials and finished goods now
      held are not excessive and are adequate in relation to the current trading
      requirements of the business of the Purchaser and none of such stock is
      obsolete, slow moving, unusable, unmarketable or inappropriate or of
      limited value in relation to the current business of any Purchaser, and no
      contracts are outstanding which are likely to result in the foregoing not
      being true.

7.3   The stock in trade of the Purchaser is in good condition and is capable of
      being sold by the Purchaser, in the ordinary course of its business, in
      accordance with its current price list, without rebate or allowance to a
      Purchaser.

7.4   The list of plant, machinery, vehicles, equipment and other tangible
      assets annexed to the Purchaser's Disclosures comprises all such items
      used in connection with the business of the Purchaser and:

      7.4.1are in a good and safe state of repair and condition and satisfactory
           working order and have been regularly and properly maintained;

      7.4.2are the absolute property of the Purchaser, save for those items the
           subject of the hire purchase, leasing or rental agreements listed in
           the Purchaser's Disclosures, or in respect of which the outstanding
           payments do not exceed (pound)1000;

      7.4.3are not expected to require replacements or additions at a cost in
           excess of (pound)3000 within 6 months from the date of this
           agreement.

      7.4.4are all capable, and (subject to normal wear and tear) will remain
           capable, throughout the restrictive periods of time during which they
           are each written down to a nil value in the The Accounts (in
           accordance with the normal recognised accounting principles
           consistently applied prior to the date of this Agreement), of doing
           the work for which they were designed or purchased.

7.5   All the stock in trade of the Purchaser, and those of its other assets and
      undertakings which are of an insurable nature, are, and have at all
      material times been, insured in amounts representing their full
      replacement or reinstatement value against fire and other risks normally
      insured against by persons carrying on the same business as that carried
      on by the Purchaser.


                                      -25-


<PAGE>


7.6   The Purchaser is now, and has at all material times been, adequately
      covered against accident, damage, injury, third party loss (including
      product liability) loss of profits and other risks normally insured
      against by persons carrying on the same business as that carried on by the
      Purchaser.

7.7   All insurances are currently in full force and effect, and nothing has
      been done or omitted to be done which could make any policy of insurance
      void or voidable, or which is likely to result in an increase in premium.

8  DISCLOSURE

8.1   There has been annexed to the Purchaser's Disclosures full particulars of
      every contract to which the Purchaser is a party falling within any of the
      following descriptions and which is outstanding in any respect at the date
      hereof, namely:-

      (a)  contracts entered into in the ordinary course of business, which are
           long-term contracts (other than usual contracts for the supply of
           electricity, gas, water and telephone);

      (b)  contracts   which  are  unusual  or  onerous  or  which   involve
           obligations of an exceptional nature or magnitude;

      (c)  contracts  entered into otherwise than in the ordinary  course of
           business;

      (d)  contracts  for the lease or hire or hire  purchase or credit sale
           of goods;

      (e)  service  contracts  which require more than three months'  notice
           for their termination; and

      (f)  contracts appointing agents or granting a power of attorney

      and that in relation to each of the contracts referred to above the
      Purchaser is not in breach of its obligations and no claim to that effect
      has been made by any other party to such contract.

8.2   There has been included in or annexed to the  Purchaser's  Disclosures
      full details of:-

      (a)  every scheme or  arrangement  for the  provision of guarantees in
           relation  to  the   Purchaser's   services  or  products  or  the
           application thereof;

      (b)  every patent, registered design, secret process, trade mark or
           copyright owned by either the Purchaser, David Mantel or Jane Mantel
           or their nominees or in which any of them is interested or which is
           used by the Purchaser in connection with its business, including
           every licence or agreement in respect thereof;

      (c)  every  scheme or  arrangement  to which the  Purchaser is a party
           providing  for  pension,   death  or  sickness  benefit  for  any
           officer or employee;

      (d)  every pension or superannuation or like payment (whether gratuitous
           or otherwise) which the Purchaser is currently making to an employee
           or ex-employee or their dependants not being a payment under the
           Scheme;

      (e)  every contract or arrangement with any trade union or staff
           association and every arrangement with employees generally in
           relation to their terms of service, pensions, gratuitous payments for
           redundancy or otherwise and similar matters;

      (f)  all material facts in relation to taxation returns of the Purchaser
           for the six years preceding the date of this Agreement including full
           details of any outstanding disputes with the Inland Revenue;

      (g)  all insurances effected by the Purchaser.


                                      -26-


<PAGE>


9  ENVIRONMENTAL ISSUES

9.1   For the purposes of this paragraph 9 the "Environmental Laws" means all
      laws (statutory or otherwise) in force as at the date of this Agreement
      relating to pollution or protection of the environment, including (but not
      limited to) laws relating to emissions, discharges, releases or threatened
      releases of pollutants, contaminants, chemicals or toxic or hazardous
      substances or materials into the environment (land, water or air) or to
      health and safety at work or otherwise relating to manufacture,
      processing, distribution, use, treatment, disposal, deposit, storage,
      transport or handling.

9.2   As far as the Warrantors are aware:-

      (a)  in relation to the  Properties  there have not been any  breaches
           of any Environmental Laws; and

      (b)  there have not been any breaches of Environmental Laws which have
           been committed by the Purchaser during the course of the operation of
           its business.

9.3   Neither the Purchaser nor the Warrantors have received any notice or
      written intimation of any complaint, claim or legal action in respect of
      any breach of Environmental Laws from any person whatsoever.

9.4   There are no outstanding actions, claims or proceedings (whether actual or
      pending) in relation to any breach of Environmental Laws.

10  INTELLECTUAL PROPERTY

10.1  All Intellectual Property Rights used or required by the Purchaser in
      connection with the Business are in full force and effect and are vested
      in and beneficially owned by it.

10.2  The Purchaser is the sole beneficial owner of the Intellectual Property
      Rights listed in the Purchaser's Disclosures and (where registration is
      possible) the Purchaser has been and is registered as proprietor and each
      of those rights is valid and enforceable, and none of them is being used,
      claimed, opposed or attacked by any other party.

10.3  No right or licence has been granted to any person by the Purchaser to use
      in any manner or to do anything which would or might otherwise infringe
      any of the Intellectual Property Rights referred to above; and no act has
      been done by or omission permitted by the Purchaser whereby they or any of
      them have ceased or might cease to be valid and enforceable.

10.4  The business carried on by the Purchaser (and the business(es) of any
      licensee under any licence granted by the Purchaser) as now carried on
      does not and is not likely to infringe any Intellectual Property Rights of
      any other person (or would not do so if the same were valid) or give rise
      to a liability to pay compensation pursuant to sections 40 and 41 of the
      Patents Act 1978 and all licences to the Purchaser in respect of any such
      right are in full force and effect.

10.5  The Purchaser has not (otherwise than in the ordinary and normal course of
      business) disclosed or permitted to be disclosed or undertaken or arranged
      to disclose to any person other than the Purchaser any of its know-how,
      trade secrets, confidential information, price lists or lists of customers
      or suppliers.

10.6  The Purchaser is not subject to any secrecy agreement or agreement which
      may restrict the use or disclosure of information.


                                      -27-


<PAGE>


                                   SCHEDULE 5
                                    TAX DEED

T H I S  D E E D  dated                                                   20010
----------------

B E T W E E N:-
-------------

(1)   DAVID MANTEL and JANE MANTEL both of 14 Southern Road, Sale, Cheshire M33
      6HQ (Athe Covenantors"); and

(2)   THE GRAPHIC PALETTE COMPANY (MANCHESTER) LIMITED (Registered in England
      number 2695597) whose registered office is situated at 1st Floor Didsbury
      House, 748 Wilmslow Road, Didsbury, Manchester M20 2DW ("the Covenantee").

RECITAL

This Deed is entered into pursuant to a Sale and Purchase Agreement of even date
herewith made between the Covenantee (1) the Company (as hereinafter defined)
(2) The Covenantors (3) and Morbria Limited (4) ("the Agreement") and words and
expressions defined in the Agreement shall have the same meaning herein unless
defined to the contrary herein.

OPERATIVE PROVISIONS

1.  DEFINITIONS
In this Deed the following words and expressions shall have the following
meanings unless they are inconsistent with the context:-

"Relief"         means any relief, loss, allowance, exemption, set off, right of
                 repayment or deduction in computing or against profits, income
                 or gains of any description or from any source or credit
                 against Taxation

"Taxation"       means all forms of taxation, duties, imposts and levies
                 whatsoever and whenever imposed and whether of the United
                 Kingdom or elsewhere, and without prejudice to the generality
                 of the expression includes:-

                 (a)  any charge, tax, duty or levy upon income, profits,
                      chargeable gains or development value, land any interest
                      in land or in any other property, or documents or supplies
                      or other transactions;

                 (b)  income tax, corporation tax, capital gains tax,
                      inheritance tax, value added tax, stamp duty, stamp duty
                      reserve tax, capital duty, value added tax, customs and
                      other import duties, national insurance contributions,
                      general rates, water rates or other local rates;

                 (c)  any liability for sums equivalent to any such charge, tax,
                      duty, levy or rates or for any related penalty, fine or
                      interest except as attributable to the unreasonable delay
                      or default of the Company or the Covenantee after the date
                      of this Deed.

"the Company"    means Cornbrook Precision Colour Limited registered
                 number 3309140, whose registered office is at 14 Southern Road,
                 Sale, Cheshire M33 6HQ.


                                      -28-


<PAGE>


2  COVENANT

2.1   Subject as provided below, the Covenantors jointly and severally covenant
      with the Covenantee to pay to the Covenantee or at the direction of the
      Covenantee to Morbria Limited instead, an amount equal to:-

      2.1.1any liability of the Company to make an actual payment of Taxation
           (whether or not the Company is primarily so liable and whether or not
           the Company has any right of recovery against any other person) which
           arises wholly or partly in respect of, or in consequence of, any
           acts, omissions or transactions occurring or entered into on, or
           before, the date of this deed or which results from, or is calculated
           by reference to, any income, profits or gains earned, received or
           accrued, on or before that date; and

      2.1.2any resultant costs.

3  EXCLUSIONS

The  payment in clause 2 shall not apply to any  liability  to  Taxation  or
claim for Taxation:-

      3.1  To the extent that an  appropriate  provision or reserve was made
           in the Accounts or was  specifically  referred to in the notes to
           the Accounts

      3.2  For which the Company is or may become liable wholly or primarily as
           a result of transactions in the normal course of its business after
           the relevant Date

      3.3  To the extent that the liability or claim arises as a result only of
           the appropriate provision or reserve in the Accounts being
           insufficient by reason of any increase in rates of Taxation or
           variation in the method of applying or calculating the rate of
           Taxation announced or made after the date of this Deed

      3.4  Which would not have arisen but for a voluntary act or transaction
           carried out by the Purchaser or the Company after the date of this
           Deed otherwise in the normal course of business

      3.5  To the extent that such  liability is fully and fairly  disclosed
           in the Purchaser's Disclosures (as defined in the Agreement)

      3.6  To the extent the loss occasioned thereby has been recovered pursuant
           to any Warranty Claim (as defined in the Agreement) made by the
           Covenantee against the Covenantors

      3.7  To the extent the liability arises in consequences of an event which
           has occurred since the Relevant Date in the ordinary course of the
           Business which the Covenantee or the Company was or ought reasonably
           to have been aware could give rise to a claim for Taxation

      3.8  To the extent that such Taxation results from a change in accounting
           policy or practice of the Covenantee or the Company introduced after
           the date of this Deed

      3.9  To the extent that such Taxation results from the cessation of any
           trade of the Company after the date of this Deed

      3.10 To the extent that it raises or is increased as a result of the
           imposition of Taxation or as a consequence of any retrospective
           change in the law or practice made after the date of this Deed

      3.11 To the extent that the liability to Taxation to which it relates has
           been discharged or the Company has been otherwise compensated for it
           at no cost to the Company


                                      -29-


<PAGE>


      3.12 To the extent that it comprises tax payable by the Covenantee or any
           Company under the Agreement or this Deed or in any document executed
           pursuant to the terms of the Agreement or this Deed or for the
           purposes of giving effect to them

      3.13 To the extent that the liability to Taxation to which the claim
           relates is a liability in respect of Value Added Tax relating to
           supplies made by the Company in respect of which Value Added Tax has
           been property charged and the tax invoice issued but which Value
           Added Tax is not yet due and payable to Customs & Excise

4.  GENERAL

4.1   This Deed shall be binding on the Covenantors and their respective
      personal representatives.

4.2   The provisions of the Agreement relating to communications shall apply to
      any communication to be given under, or in connection with, this Deed.

4.3   The Covenantee shall use reasonable endeavours to procure that the Company
      performs its obligations under this Deed.

4.4   This Deed shall not be assignable by the Covenantee other than to a
      subsidiary or holding Company of the Covenantee (as defined in s.736
      Companies Act 1985)

SIGNED AS A DEED AND DELIVERED        )
------------------------------        )
by the said DAVID MANTEL in the       )
            ------------              )
presence of:-                         )







SIGNED AS A DEED AND DELIVERED        )
------------------------------        )
by the said JANE MANTEL in the        )
            -----------               )
presence of:-                         )







SIGNED AS A DEED AND DELIVERED  by THE           )
------------------------------     ---           )
GRAPHIC PALETTE COMPANY (MANCHESTER)             )
------------------------------------             )
LIMITED acting by its duly appointed Attorney    )
-------                                          )
RICHARD IAN SALEH in the presence of:-           )
-----------------                                )


                                      -30-


<PAGE>


                                   Appendix 1
                                  The Contracts

As attached to the Vendor's Disclosures


                                   Appendix 2
                            Register of Fixed Assets

As attached to the Vendor's Disclosures


                                   Appendix 3
                              Intellectual Property

As attached to the Vendor's Disclosures


                                   Appendix 4
                               Insurance Policies

As attached to the Vendor's Disclosures


                                   Appendix 5
                                    Employees

Name               Job                        Start date  Salary
----               ---                        ----------  ------
Steve Jones        Production Manager         06 07 1998(pound)30,000 + car
Gary Hardwick      Retouching/Mac Operator    24 03 1997(pound)14,000 + overtime
Anthony Bradshaw   Mac Operator               16 03 1997(pound)14,000 + overtime
Ross Jordan        Mac Operator               16 06 1997(pound)15,000 + overtime
Simon Barton       Scan Operator/Mac Operator 11 07 1996(pound)16,000 + overtime
Robert Hayden      Mac Operator               19 10 1998(pound)15,500 + overtime
Russ Helliwell     Mac Operator               02 11 1998(pound)9,000 + overtime


                                      -31-


<PAGE>



                                   Appendix 6
                         Apportionment of Consideration

SIGNED AS A DEED AND DELIVERED  by THE                 )
------------------------------     ---                 )
GRAPHIC PALETTE COMPANY (MANCHESTER)                   )
------------------------------------                   )
LIMITED acting by its duly appointed Attorney          )
-------                                                )
RICHARD IAN SALEH in the presence of:-                 )
-----------------






SIGNED AS A DEED AND DELIVERED  by                     )
------------------------------                         )
CORNBROOK PRECISION COLOUR  LIMITED                    )
-----------------------------------                    )
acting by its Director and Secretary or two Directors  )


Director

Director/Secretary

SIGNED AS A DEED AND DELIVERED                         )
------------------------------                         )
by the said DAVID MANTEL in the presence of:-          )
            ------------                               )







SIGNED AS A DEED AND DELIVERED                         )
------------------------------                         )
by the said JANE MANTEL in the presence of:-           )
            -----------                                )






SIGNED AS A DEED AND DELIVERED by                      )
------------------------------                         )
MORBRIA LIMITED acting by its duly appointed           )
--------------                                         )
Attorney RICHARD IAN SALEH in the presence of:-        )


                                      -32-