<PAGE>   1
                                                               Exhibit 10.24




                             DATED 4TH FEBRUARY 1997
                             -----------------------


                             (1) THE O'GARA COMPANY

                                     - AND -

                         (2) PASCAL MARIE CHARLES PETIT

                                     - AND -

                        (3) ALEXANDER AGNEW STEWART WHITE

                                     - AND -

                              (4) MARK BRIAN WHITE


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

                                    AGREEMENT
                        FOR THE ACQUISITION OF SHARES IN
                            NEXT DESTINATION LIMITED

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


                                  GARRETT & CO
                                   180 STRAND
                                     LONDON
                                    WC2R 2NN

                                  REF: LJF/JMH


<PAGE>   2




                                    CONTENTS
                                    --------

PROVISION/CLAUSE NO.
--------------------

Parties and Recitals
1.     Definitions
2.     Interpretation
3.     Sale of Shares
4.     Consideration
5.     Completion
6.     Operation of the Company and its Business Pending Completion
7.     Warranties
8.     Purchaser's Obligations
9.     Restrictions on the Vendors
10.    Survival of Provisions
11.    Costs
12.    Entire Agreement
13.    Waivers
14.    Assignment
15.    Further Assurance
16.    Invalidity
17.    Counterparts
18.    Notices
19.    Governing Law and Process Agent
20.    Rights of Access


Schedule 1
----------
Part 1:  The Company
-------
Part 2:  Directors
-------
Part 3:  Particulars of Shares etc.
-------
Part 4:  Provisions applying to the Consideration Shares
-------
Part 5:  Provisions applicable to the Loan Notes
-------


Schedule 2
----------
The Properties

Schedule 3
----------
The Warranties


Schedule 4
----------
Documents in the agreed terms


Schedule 5
----------

Prospectus issued by the Purchaser dated 12 November 1996


<PAGE>   3



THIS AGREEMENT is made on 4th February 1997

B E T W E E N:-

(1)      THE O'GARA COMPANY a company incorporated in Ohio, whose registered
         office is at 9113 Le Saint Drive, Fairfield, Ohio 45014, U.S.A. (the
         "Purchaser");

(2)      PASCAL MARIE CHARLES PETIT of 17 Route De Bron, 49260 Le Coudray,
         Macouard, France ("P. Petit");

(3)      ALEXANDER AGNEW STEWART WHITE of The Old Chapel, Fantley Lane, Zeals,
         Warminster, Wiltshire, BA12 6NX ("A. White"); and

(4)      MARK BRIAN WHITE of Evergreen Cottage, Wittensford Brook, Lyndhurst,
         Hampshire SO43 7JA ("M. White").


RECITALS
--------

(A)      The Vendors wish to sell and the Purchaser wishes to purchase the
         entire issued share capital of Next Destination Limited (the "Company")
         upon the terms and conditions of this Agreement.

(B)      The Company was incorporated in England with registered number 2856264
         and has an authorised share capital of (pound)10,000 divided into
         10,000 ordinary shares of (pound)1 all of which have been issued and
         are fully paid or credited as fully paid.

(C)      Each of the Vendors is the registered and beneficial owner of the
         shares in the Company shown against his name in column (2) of Part 3 of
         Schedule 1.

(D)      The Company has no subsidiaries.

(E) Details of the Company are set out in Part 1 of Schedule 1.


IT IS AGREED as follows:

1.       DEFINITIONS
         -----------


         1.1      In this Agreement (including the Schedules), except where the
                  context otherwise requires, the words and phrases set out
                  opposite to them in the first column have the meanings set out
                  in the second column:-

                  ACCOUNTS                  the unaudited management accounts in
                                            the agreed terms relating to the
                                            Company for the financial period
                                            ended on 31st December 1996;

                  ACCOUNTS DATE             31 August 1996;

                  ACT                       the Companies Act 1985, as amended
                                            by the Companies Act 1989;


<PAGE>   4


                  AGREED TERMS              any document, the terms of which
                                            have been agreed between the parties
                                            to this Agreement and which, for the
                                            purposes of identification, has been
                                            initialled by them or on their
                                            behalf (a list of documents in the
                                            agreed terms being set out in
                                            Schedule 4);

                  AUDITED ACCOUNTS          the audited balance sheet of the
                                            Company as at the Accounts Date and
                                            the audited profit and loss account
                                            of the Company for the financial
                                            year of the Company ended on the
                                            Accounts Date, the notes to the
                                            accounts, the relative directors'
                                            report and auditor's report and all
                                            other documents annexed to such
                                            accounts or which are or would be
                                            required by law to be annexed to
                                            them;

                  AUDITORS                  Langdowns Chartered Accountants of 5
                                            Abbey Walk, Church Street, Romsey,
                                            Hampshire;

                  BUSINESS DAY              any day (other than a Saturday or a
                                            Sunday) on which the London clearing
                                            banks are open for business;

                  COMPLETION                completion of the sale and purchase
                                            of the shares pursuant to Clause 5;

                  CONSIDERATION             the aggregate amount payable to the
                                            Vendors by the Purchaser in
                                            accordance with Clause 4;

                  CONSIDERATION SHARES      the shares of common stock of 1 cent
                                            each in the Purchaser to be allotted
                                            to the Vendors in accordance with
                                            Clause 4 which, without limitation,
                                            shall be subject to the provisions
                                            set out in Part 4 of Schedule 1;

                  DEED OF INDEMNITY         the tax deed of indemnity in the
                                            agreed terms to be entered into
                                            pursuant to this Agreement;

                  DIRECTORS                 the persons whose names are set out
                                            in Part 2 of Schedule 1 and who are
                                            the only directors of the Company;

                  DISCLOSURE LETTER         the letter in the agreed terms dated
                                            the same date as this Agreement from
                                            the Vendors to the Purchaser;

                  EMG AGREEMENT             the agreement dated the same date as
                                            this Agreement between Euro Marine
                                            Group Limited and O'Gara Satellite
                                            Networks, Inc. in the agreed terms;


<PAGE>   5


                  INTELLECTUAL PROPERTY     registered trade and service marks,
                                            letters patent,

                  RIGHTS                    utility models, registered designs,
                                            unregistered trade and service
                                            marks, trade and business names
                                            (including rights in any get-up or
                                            trade dress), copyright,
                                            unregistered design rights and all
                                            other similar proprietary rights
                                            which may subsist in any part of the
                                            world (but excluding Know-How)
                                            including any registration of any
                                            such rights and applications and any
                                            rights to make applications for any
                                            of the foregoing;

                  KNOW-HOW                  all industrial and commercial
                                            information and techniques which is
                                            or are not in the public domain
                                            including (but not limited to) that
                                            information concerned with the
                                            operation of any process; the
                                            manufacture, design or development
                                            of any products; the marketing of
                                            any products or services (including
                                            customer and supplier lists, sales
                                            statistics, survey reports and
                                            market share data); the selection
                                            and purchase of any component, part
                                            or raw materials and the
                                            construction, repair or maintenance
                                            of any product, plant or equipment
                                            existing in whatever form; and any
                                            engineering and chemical data,
                                            specification, formulae, experience,
                                            drawings, manuals, component lists,
                                            instructions, designs and circuit
                                            diagrams;

                  LOAN NOTES                the 6% subordinated Loan Stock 2000
                                            of the Purchaser to be constituted
                                            by the loan note instrument in the
                                            agreed terms and which shall
                                            incorporate, without limitation, the
                                            provisions set out in Part 5 of
                                            Schedule 1;

                  NASDAQ NATIONAL MARKET    National Association of Securities
                                            Dealers Automated Quotations System;

                  PROPERTIES                the properties referred to in
                                            Schedule 2;

                  PROPERTY                  any one of the Properties;

                  PURCHASER'S GROUP         any of:

                                            (i)   the Purchaser;

                                            (ii)  any holding company of the
                                                  Purchaser;

                                            (iii) any subsidiary of the
                                                  Purchaser or of any such
                                                  holding company;


<PAGE>   6


                                            and "holding company" and
                                            "subsidiary" shall have the
                                            meanings respectively given by
                                            Section 736 of the Act;

                  PURCHASER'S SOLICITORS    Garrett & Co of 180 Strand, London
                                            WC2R 2NN;

                  SHARES                    the 10,000 issued ordinary shares
                                            of(pound)1 each in the Company;

                  TAX                       has the meaning given to it in the
                                            Deed of Indemnity;

                  TAXATION AUTHORITY        has the meaning given to it in the
                                            Deed of Indemnity;

                  1988 TAXES ACT            the Income and Corporation Taxes Act
                                            1988;

                  1970 TAXES ACT            the Income and Corporation Taxes Act
                                            1970;

                  TCGA                      the Taxation of Chargeable Gains Act
                                            1992;

                  VAT                       United Kingdom Value Added Tax;

                  VATA                      Value Added Tax Act 1994;

                  VENDORS' SOLICITORS       Philip Kirkland & Co, Market
                                            Chambers, 21A Market Place, Romsey,
                                            Hampshire;

                  WARRANTIES                the representations, warranties and
                                            undertakings on the part of the
                                            Vendors which are set out in Clause
                                            7 and Schedule 3 and all
                                            representations, covenants and
                                            acknowledgements on the part of the
                                            Vendors which are set out in Clause
                                            4.5 and Part 4 of Schedule 1.

2.       INTERPRETATION
         --------------

       2.1        MODIFICATION OF ENACTMENTS
                  --------------------------

                  Any reference to an enactment (or subordinate legislation or
                  any rule made by any authority and having the effect of law)
                  is a reference to it as amended or re-enacted from time to
                  time and includes a reference to any repealed statutory
                  provision which it may re-enact with or without amendment.

       2.2        SUBORDINATE LEGISLATION
                  -----------------------

                  Any reference to a statutory provision shall include any
                  subordinate legislation made from time to time under that
                  provision.


<PAGE>   7


       2.3        INTERPRETATION AND REFERENCES
                  -----------------------------

                  2.3.1   The Interpretation Act 1978 shall apply to this
                          Agreement in the same way that it applies to an
                          enactment.

                  2.3.2   References to this Agreement shall include any
                          Schedules to it and references to Recitals, Clauses,
                          sub-clauses and Schedules are to Recitals, Clauses and
                          sub-clauses of, and Schedules to, this Agreement.

                  2.3.3   A reference to a English legal term for a legal
                          concept or thing (including, without limitation, any
                          action, remedy, method of judicial proceeding or legal
                          document) shall, in respect of a jurisdiction other
                          than England, be deemed to include the concept or
                          thing in that jurisdiction which most closely
                          resembles the relevant English legal term.

                  2.3.4   All obligations given or undertaken by more than one
                          person are given or undertaken by them jointly and
                          severally.

       2.4        HEADINGS
                  --------

                  The headings in this Agreement shall not affect its
                  interpretation.

       2.5        COMPANIES ACT 1985
                  ------------------

                  The words "company", "subsidiary", "holding company" and
                  "subsidiary undertaking" shall have the same meanings in this
                  Agreement as in the Act.

       2.6        SSAP AND FRS
                  ------------

                  A reference to a "SSAP" means a statement of standard
                  accounting practice as published by The Institute of Chartered
                  Accountants of England and Wales and a reference to a "FRS"
                  means a financial reporting standard issued by the Accounting
                  Standards Board.

       2.7        INFORMATION
                  -----------

                  A reference to any information or to any books, ledgers,
                  accounts, records, documents or other material or materials
                  shall include that information or those books/ledgers,
                  accounts, records, documents and material(s) in whatever form
                  or media held.

3.       SALE OF SHARES
         --------------

         3.1      SALE AND PURCHASE
                  -----------------

                  Each of the Vendors with full title guarantee, shall sell, or
                  procure the sale of, and the Purchaser shall purchase, the
                  full legal and beneficial interest in the number of Shares
                  shown opposite that Vendor's name in column (3) of Part 3 of
                  Schedule 1.


<PAGE>   8


         3.2      NO LIENS ETC.
                  -------------

                  The Purchaser shall acquire good title to the Shares free from
                  all charges, liens, encumbrances, equities and claims of any
                  kind and together with all rights which now are or at any time
                  after the date of this Agreement may become attached to them
                  including any dividend or other distribution declared, paid,
                  made or created after 1st September 1996 save for the
                  dividends declared on 31 August 1995 of (pound)80,000 (net) in
                  total and 31 August 1996 of (pound)50,000 (net) in total.

         3.3      PRE-EMPTION RIGHTS
                  ------------------

                  Each of the Vendors hereby waives all rights of pre-emption
                  under the Articles of Association of the Company or otherwise
                  in respect of the transfer of the Shares to the Purchaser or
                  its nominees under this Agreement (or shall procure that all
                  such rights are waived).

4.       CONSIDERATION
         -------------

         4.1      AMOUNT OF CONSIDERATION
                  -----------------------

                  The total consideration for the purchase of the Shares shall
                  be US$3,500,000 which shall be satisfied in accordance with
                  the following provisions of this Clause.

         4.2      DIVISION OF CONSIDERATION
                  -------------------------

                  4.2.1   US$1,750,000 of the Consideration shall be satisfied
                          by the allotment and issue to each Vendor of that
                          number of Consideration Shares (excluding fractions)
                          whose value, ascertained as set out in clause 4.3,
                          shall be nearest to the amount set out opposite such
                          Vendor's name in column (4) of Part 3 of Schedule 1.
                          The Consideration Shares shall be subject to the
                          provisions set out in Part 4 of Schedule 1.

                  4.2.2   The balance of the consideration (being the sum of
                          US$1,750,000) shall be satisfied by the issue on
                          Completion to each Vendor of Loan Notes, credited as
                          fully paid, with nominal value as set out opposite
                          such Vendor's name in column (5) of Part 3 of Schedule
                          1 and on the terms referred to in Part 5 of Schedule
                          1.

       4.3        VALUE OF CONSIDERATION SHARES
                  -----------------------------

                  The value attributed to each Consideration Share shall be the
                  sum equal to the average closing price of the shares of common
                  stock of 1 cent of the Purchaser on the NASDAQ National Market
                  as listed in the Wall Street Journal during the five Business
                  Days ending on the Business Day which is four Business Days
                  Prior to Completion.

         4.4      ADJUSTMENT TO CONSIDERATION
                  ---------------------------

                  The parties agree that any payment by any party pursuant to
                  Clause 7 shall be made by way of an adjustment to the
                  Consideration.


<PAGE>   9


         4.5      PROVISIONS RELATING TO CONSIDERATION
                  ------------------------------------

                  The parties agree that the provisions set out in Parts 4 and 5
                  of Schedule 1, including all acknowledgements, representations
                  and covenants set out therein, shall apply as if set out in
                  the main body of this Agreement.

5.       COMPLETION
         ----------

         5.1      DATE AND PLACE
                  --------------

                  The sale and purchase of the Shares shall be completed at the
                  offices of the Purchaser's Solicitors or at such other place
                  and/or on such other date as may be agreed prior to such date
                  between the Vendors and the Purchaser.

         5.2      VENDORS' OBLIGATIONS
                  --------------------

                  At Completion each of the Vendors will deliver (or procure the
                  delivery of) or make available to the Purchaser or the
                  Purchaser's Solicitors:-

                  5.2.1   duly executed transfers into the name of the Purchaser
                          (or its nominee or as the Purchaser may direct) in
                          respect of such of the Shares as are shown opposite
                          such Vendor's name in column (3) of Part 3 of Schedule
                          1 together with definitive certificates for them (or
                          an express indemnity in a form satisfactory to the
                          Purchaser in the case of any certificate found to be
                          missing);

                  5.2.2   an engrossment of the Deed of Indemnity executed by
                          such Vendor or on such Vendor's behalf;

                  5.2.3   any other documents which may be required to give good
                          title to the Shares or otherwise to give effect to the
                          terms of this Agreement (including all waivers or
                          consents and all irrevocable powers of attorney which
                          may be reasonably necessary to enable the Purchaser to
                          exercise all rights incidental to ownership of the
                          Shares or under which any document required to be
                          delivered under this Clause has been executed or
                          signed, in each case in such form as the Purchaser may
                          reasonably require);

                  5.2.4   the certificate of incorporation, the certificate of
                          incorporation on change of name, the common seal (if
                          any), all minute books, share registers, share
                          certificate books (with any unissued share
                          certificates) and other statutory books (duly written
                          up to date) and cheque books and other books and
                          records of the Company;

                  5.2.5   all deeds and documents (including plans and consents
                          and certificates of title acceptable to the Purchaser)
                          relating to the Properties and up to date rent and
                          service charge receipts in respect of any leasehold
                          Property and all other documents of title relating to
                          all investments of the Company;

                  5.2.6   all the financial and accounting books and records of
                          the Company;


<PAGE>   10


                  5.2.7   letters signed on behalf of the Company to its bankers
                          varying in such manner as the Purchaser may specify
                          all existing bank mandates and authorities;

                  [5.2.8  Deleted]

                  5.2.9   written confirmation in the agreed terms to the
                          Purchaser that the agreements between (i) the Company
                          and Euro Marine Group Limited relating to the
                          provision of the consultancy services of Mark White
                          and Christine White; (ii) the Company and Vision
                          Navigation Systems Limited; (iii) the Company and
                          Intersat France S.a.r.l. have all been terminated;

                  5.2.10  written letters of resignation in the agreed terms
                          from each of A. White and P. Petit resigning from
                          their directorships in and all other offices and
                          positions with the Company (save for A. White who
                          shall remain employed as sales manager following
                          Completion), with effect from Completion and
                          confirming that they have no claim against the
                          Company;

                  5.2.11  a written letter of resignation from the auditors of
                          the Company resigning from their position with effect
                          from Completion, confirming that they have no claim
                          against the Company and containing the statement
                          referred to in section 394 of the Act to the effect
                          that there are no circumstances connected with their
                          resignation which they consider should be brought to
                          the notice of the members or creditors of the Company;

                  5.2.12  a service agreement in agreed terms duly executed by
                          M. White;

                  5.2.13  an agreement with Vision Navigation Systems Limited
                          upon agreed terms and conditions satisfactory to the
                          Purchaser pursuant to which the Company will with
                          effect from Completion become the exclusive
                          distributor of all products manufactured or sold by
                          Vision Navigation Systems Limited during the term of
                          such agreement;

                  5.2.14  an agreement with Intersat France S.a.r.l. upon agreed
                          terms and conditions satisfactory to the Purchaser
                          pursuant to which Intersat France S.a.r.l. will with
                          effect from Completion become the exclusive agent of
                          the Company's products in France and other French
                          speaking territories.

                  5.2.15  three Standby and Subordination Agreements in the
                          agreed terms between The Fifth Third Bank, the
                          Purchaser, O'Gara-Hess Eisenhardt Armoring Company,
                          O'Gara Satellite Networks, Inc, O'Gara Satellite
                          Networks, Ltd and each of the Vendors;

                  5.2.16  three Subordinated Stock Pledge Agreements on the
                          agreed terms between the Purchaser and each of the
                          Vendors.



<PAGE>   11


         5.3      DIRECTORS' RESOLUTIONS
                  ----------------------

                  On Completion, the Vendors shall procure that resolutions are
                  passed by the Directors of the Company:-

                  5.3.1   approving for registration the transfers mentioned in
                          Clause 5.2.1 (subject only to their being duly
                          stamped);

                  5.3.2   approving and authorising the signing of the letters
                          to the bankers referred to in Clause 5.2.7;

                  5.3.3   approving the Deed of Indemnity and authorising the
                          execution of the same;

                  5.3.4   accepting the resignations of the directors P. Petit
                          and A. White referred to in Clause 5.2.10 and
                          appointing Mr William O'Gara and Mr Neil Saldin
                          instead;

                  5.3.5   accepting the resignation referred to in Clause 5.2.11
                          and appointing Arthur Andersen instead;

                  5.3.6   approving the agreements referred to in Clause 5.2.12,
                          5.2.13 and 5.2.14 above; and

                  5.3.7   changing the accounting reference date of the Company
                          to 31st December;

                  and the Vendors shall deliver to the Purchaser certified
                  copies of all such resolutions passed in accordance with the
                  preceding provisions of this Clause 5.3.

         5.4      PURCHASER'S OBLIGATIONS
                  -----------------------

                  5.4.1    At Completion the Purchaser will deliver (or procure
                           the delivery of) to the Vendors or the Vendors'
                           Solicitors a copy of the Purchaser's resolutions
                           authorising the allotment and issue of the
                           Consideration Shares.

                  5.4.2    Within 10 Business Days of Completion the Purchaser
                           will deliver (or procure the delivery of) to the
                           Vendors the Share Certificates in respect of the
                           Consideration Shares.

                  5.4.3    At Completion the Purchaser will procure that O'Gara
                           Satellite Networks, Inc. enters into the EMG
                           Agreement.

         5.5      SATISFACTION OF CONSIDERATION
                  -----------------------------

                  The Purchaser shall, against compliance with the preceding
                  provisions, on Completion satisfy the Consideration in the
                  manner specified in Clause 4.

6.       INDEMNITIES
         -----------


<PAGE>   12


         6.1      The Vendors jointly and severally covenant to hold the
                  Purchaser indemnified against any liability, claim, or for any
                  costs or expenses incurred or that become payable by the
                  Company or the Purchaser in connection with any failure by the
                  Company to comply with the provisions of the Data Protection
                  Act 1984 and all regulations made under it in respect of any
                  matter or act done or omitted to be done prior to Completion.

         6.2      The Vendors agree to jointly and severally indemnify and keep
                  indemnified the Purchaser in respect of all liabilities, costs
                  and expenses arising out of any claim made by any of the
                  employees of the Company:

                  (a)      where such claim relates to a term of any of the
                           Company's employees' contracts of employment, whether
                           express or implied, which term had not been notified
                           to the Purchaser by the Vendors in the Disclosure
                           Letter at Completion; or

                  (b)      where such claim relates to a failure by the Vendors
                           to supply full and proper written particulars of
                           employment to such employees.

         6.3      The Vendors jointly and severally covenant to hold the
                  Purchaser indemnified against any loss, liability or claim and
                  any costs or expenses that may be incurred or become payable
                  by the Company or the Purchaser in relation to:-

                  (i)      any inaccuracies or discrepancies or errors in any of
                           the Company's accounts, books, ledgers, financial and
                           other records including the Company's statutory books
                           or in respect of the stamping or failure or delay in
                           stamping any documents relating to the transfer of
                           any shares in the Company or any other documents
                           relating to the business or assets of the Company;

                  (ii)     any claim made by or in relation to any employees of
                           or persons engaged in the business of Intersat
                           S.a.r.l. and, in particular but without limitation,
                           any claim that may arise in relation to national
                           insurance and/or social security costs that are or
                           become payable in relation to those employees or
                           persons in any country;

                  (iii)    any information relating to the Company which has
                           been supplied to the Commissioners of Inland Revenue
                           by or on behalf of the Vendors or the Company in
                           their applications made for the purposes of section
                           703 of the 1988 Taxes Act and section 137 (1) of the
                           TCGA being inaccurate, untrue, incomplete or
                           misleading in any respect;

                  (iv)     any claim made by any taxation authority in France or
                           in any French speaking territory against Intersat
                           France S.a.r.l. or the Company;

                  (v)      any omission by the Company or Intersat France
                           S.a.r.l. or any of their respective agents,
                           consultants or employees, in the course of the
                           business of the Company or Intersat France S.a.r.l.
                           to comply with all legal and regulatory requirements
                           in any country.


<PAGE>   13


         6.4      For the purposes of Clauses 6.1, 6.2 and 6.3 the maximul
                  liability of the vendors shall not exceed in aggregate the
                  value of the consideration.

7.     WARRANTIES
       ----------

         7.1      WARRANTIES
                  ----------

                  The Vendors jointly and severally warrant and represent to and
                  undertake with the Purchaser (which is for this purpose
                  contracting for itself and as a trustee for the Company and
                  any successors in title or assignees of the Purchaser or of
                  the Company) on the terms of this Agreement and acknowledge
                  that they have done so with the intention of inducing the
                  Purchaser to enter into this Agreement. The Vendors further
                  acknowledge that the Purchaser has entered into this Agreement
                  in full reliance upon, (amongst other things) the Warranties.

         7.2      UPDATING TO COMPLETION
                  ----------------------

                  The Warranties shall be deemed made at Completion with
                  reference to the facts then existing.

         7.3      QUALIFICATIONS
                  --------------

                  The Warranties are given subject to:-

                  7.3.1    the information expressly disclosed in the Disclosure
                           Letter; and

                  7.3.2    any matter expressly referred to in the Audited
                           Accounts or expressly provided for under the terms of
                           this Agreement.

         7.4      WARRANTIES TO BE SEPARATE
                  -------------------------

                  Each of the Warranties shall be separate and independent and
                  (save where expressly provided otherwise) shall not be limited
                  or restricted by reference to or inference from any other
                  Warranty or any other provision of this Agreement or the Deed
                  of Indemnity. Subject to the preceding provisions of this
                  Clause, claims may be made whether or not the Purchaser, prior
                  to signing this Agreement, could have discovered (whether by
                  any investigation made by it or on its behalf or otherwise)
                  that any Warranty had not been complied with or carried out or
                  was otherwise untrue or misleading.

         7.5      KNOWLEDGE, INFORMATION AND BELIEF
                  ---------------------------------

                  Where any of the Warranties is qualified by the expression "to
                  the best of the knowledge, information and belief of the
                  Vendors" or "so far as the Vendors are aware" or any similar
                  expression, that Warranty is deemed to include an additional
                  statement that it has been made after due, diligent and
                  careful enquiry.


<PAGE>   14


         7.6      CLAIMS AGAINST OFFICERS
                  -----------------------

                  7.6.1   Any information supplied at any time before Completion
                          by or on behalf of the Company to the Vendors or their
                          agents or accountants, solicitors or other advisers in
                          connection with the Warranties and the Deed of
                          Indemnity or the exceptions and information disclosed
                          in the Disclosure Letter or otherwise in relation to
                          the business and affairs of the Company shall not
                          constitute a representation, warranty or guarantee by
                          the Company or any of its officers or employees, other
                          than any of the Vendors, of its accuracy.

                  7.6.2   Each of the Vendors hereby waives and releases any
                          claims which such Vendor might have against the
                          Company or any of its officers or employees, other
                          than the other Vendors, in respect of any information
                          supplied at any time before Completion to the
                          Purchaser and or its agents, accounts, solicitors or
                          other advisers in connection with this Agreement, the
                          Deed of Indemnity or the Disclosure Letter and the
                          Purchaser hereby accepts such release for itself and
                          as trustee for the Company and its officers and
                          employees but so that such release shall not apply in
                          any case of fraud or deliberate deception. Each of the
                          Vendors agrees with the Purchaser for itself and as
                          trustee for the Company and its respective officers,
                          employees and agents to assign to the Purchaser any
                          rights or claims which such Vendor may have in respect
                          of any misrepresentation in or omission from any
                          information or advice supplied or given by the Company
                          or its officers, employees or agents, other than the
                          other Vendors, and on which the Vendors, or any of
                          them, have relied in giving the Warranties, preparing
                          the Disclosure Letter and entering into the Deed of
                          Indemnity.

                  7.6.3   This Clause 7.6 shall not restrict or limit in any way
                          Clause 7.5.

         7.7      POTENTIAL BREACH
                  ----------------

                  If any of the Vendors acquires any knowledge of any event or
                  matter (whether or not occurring or existing before the
                  signing of this Agreement) which is or might be or might
                  reasonably be expected to lead to a breach of, or be
                  inconsistent with, any of the Warranties or might give rise to
                  a claim under the Deed of Indemnity or which results or might
                  result in any of the Warranties being unfulfilled, incorrect,
                  untrue or misleading or which would or might entitle the
                  Purchaser to rescind this Agreement or claim damages under it,
                  such Vendor shall at once disclose in writing to the Purchaser
                  all that such Vendor knows about the event or matter in
                  question. The Vendors shall make any investigations concerning
                  the event or matter which the Purchaser may require.

         7.8      LIMITATION OF LIABILITY
                  -----------------------

                  The Vendors shall not be liable in respect of any breach of
                  the Warranties if and to the extent that the loss caused by or
                  arising from such breach has been recovered under any other
                  provision of this Agreement or the Deed of Indemnity.


<PAGE>   15


         7.9      In the event that any Vendor is liable to the Purchaser (or
                  any person to whom the Purchaser has assigned the benefit of
                  this Agreement, including the Warranties given to it, pursuant
                  to the terms of Clause 13, and/or the Deed of Indemnity (an
                  "Assignee")) in respect of a claim under the Warranties or any
                  other provision of this Agreement or the Deed of Indemnity
                  then:

                  7.9.1    at the option of the Purchaser, a sum equal to the
                           amount payable by such Vendor in respect of such
                           claim, or any part of such amount, shall be offset by
                           the Purchaser against the Loan Notes then in issue
                           (as extinguished or reduced pursuant to their terms)
                           and held by the relevant Vendor; or

                  7.9.2    to the extent, if any, that such sum has not been off
                           set against the Loan Notes pursuant to sub-clause
                           7.9.1 above, such Vendor shall pay to the Purchaser
                           or such Assignee a sum in cash equal to the
                           outstanding amount payable by such Vendor in respect
                           of such claim; and

                  7.9.3    to the extent that a Vendor does not satisfy (whether
                           by payment in cash or by way of set-off under the
                           Loan Stock pursuant to sub-clauses 7.9.1 and 7.9.2
                           above) any liability to the Purchaser under this
                           Agreement and the Deed of Indemnity, such sum or any
                           part of such sum, may be satisfied, at the option of
                           the Purchaser, pursuant to the following provisions,
                           provided that the Purchaser shall not be under an
                           obligation to elect that such sum shall be so
                           satisfied:-

                           (a)      if the Purchaser so elects, the Purchaser
                                    shall calculate the number of Consideration
                                    Shares which would be required to be
                                    transferred to the Purchaser to satisfy the
                                    amount, or any part of such amount, payable
                                    to the Purchaser by such Vendor in respect
                                    of such claim and shall notify the Vendor
                                    that it requires the sum, or part of such
                                    sum, to be satisfied by the repurchase or
                                    cancellation by the Purchaser of the
                                    relevant number of Consideration Shares held
                                    by such Vendor to satisfy such claim, in
                                    whole or in part; provided that the
                                    Purchaser may only repurchase or cancel
                                    Consideration Shares that have not be
                                    registered under the United States
                                    Securities Act of 1933, as amended with the
                                    US Securities and Exchange Commission. For
                                    the purpose of this sub-clause 7.9.3(a) the
                                    transfer value of a Consideration Share
                                    shall be deemed to be US$10.28 per
                                    Consideration Share (the "Consideration
                                    Share Price"); and

                           (b)      if and to the extent that any payment is to
                                    be offset against the Loan Notes pursuant to
                                    the provisions of this Clause, the Vendors
                                    and the Purchaser shall take such action as
                                    may be required pursuant to the terms of the
                                    Loan Notes to record the extent to which
                                    such sum is offset against the Loan Notes;
                                    and

                           (c)      to the extent that the Purchaser elects for
                                    the whole or any part of any sums payable
                                    under this Agreement or the Deed of

<PAGE>   16


                                    Indemnity by a Vendor to be satisfied
                                    pursuant to sub-clause 7.9.3 above, such
                                    Vendor shall deliver (or procure the
                                    delivery of) such documentation to the
                                    Purchaser as may be required for the
                                    Purchaser to repurchase or cancel the
                                    required number of Consideration Shares.
                                    Provided that no provision of this Agreement
                                    shall require the Purchaser to repurchase or
                                    cancel the Consideration Shares in breach of
                                    any laws or regulations (including
                                    compliance with the rules or codes of
                                    practice of any securities exchange).

         7.10     The Purchaser shall not have any claim insofar as it relates
                  to the Warranties if, and to the extent that, the subject
                  matter of the claim is fairly disclosed in the Disclosure
                  Letter.

         7.11     The Vendors shall not be liable for any claim:

                  7.11.1   unless they have received written notice from the
                           Purchaser giving reasonable details of the claim and,
                           if practicable, the Purchaser's estimate of the
                           amount involved on or before 30 June 2000 or, in the
                           case of any claim relating to Tax, not later than 6
                           years from the end of the Company's current
                           accounting period and proceedings in respect of such
                           claim are issued and served on the Vendors no later
                           than 9 months after the date of such notice;

                  7.11.2   unless the amount of the claim, when aggregated with
                           all other claims made on the same occasion or
                           previously, is equal to or exceeds (pound)35,000 (in
                           which case the Vendors shall be liable for the whole
                           amount and not simply the excess);

                  7.11.3   unless the amount of any individual claim is equal to
                           or exceeds (pound)7,500 (in which case the Vendors
                           shall be liable for the whole amount and not simply
                           the excess);

                  7.11.4   to the extent that:

                           (i)      it exceeds the Consideration;

                           (ii)     the Purchaser has actual knowledge of any
                                    matter which could give rise to a claim on
                                    or before Completion;

                           (iii)    an allowance, provision or reserve in
                                    respect of any liability the subject of such
                                    claim was made or taken into account, or
                                    payment or discharge of which was taken into
                                    account, in or in preparing the Audited
                                    Accounts;

                           (iv)     it is attributable to or arises as a result
                                    of:

                                    (a)      any voluntary act or omission of
                                             the Purchaser (or any person
                                             deriving title from it) after
                                             Completion outside the ordinary
                                             course of business and other than
                                             pursuant to a legally binding
                                             obligation entered into by the
                                             Company before Completion;


<PAGE>   17


                                    (b)      the retrospective imposition of Tax
                                             or any increase in rates of
                                             Taxation or by a change in the law
                                             (whether retrospectively or not)
                                             occurring after Completion or the
                                             withdrawal after Completion of any
                                             published concession or general
                                             practice previously made by a
                                             Taxation Authority;

                                    (c)      any change after Completion in the
                                             bases upon which the audited
                                             accounts of the Company are
                                             prepared or any change in
                                             accounting practice or principles
                                             unless such change is made to
                                             rectify a breach of the Warranty
                                             contained in paragraph 2 (Accounts)
                                             of Schedule 3; or

                                    (d)      any change after Completion in the
                                             date to which the Company makes up
                                             its audited accounts;

                           (v)      the Purchaser is indemnified against any
                                    loss or damage suffered by it under the
                                    terms of any insurance policy for the time
                                    being in force.

         7.12     The Purchaser shall not be entitled to reimbursement or
                  restitution more than once in respect of any one claim.

8.       PURCHASER'S OBLIGATIONS
         -----------------------

         8.1      PURCHASER'S WARRANTIES
                  ----------------------

                  The Purchaser warrants to the Vendors that:-

                  8.1.1    it has full power and authority to enter into and
                           perform this Agreement and the Deed of Indemnity and
                           the provisions of this Agreement and the Deed of
                           Indemnity;

                  8.1.2    the execution and delivery of, and the performance by
                           the Purchaser of its obligations under, this
                           Agreement and the Deed of Indemnity will neither:-

                           (a)      result in a breach of any provision of its
                                    Articles of Incorporation or Code of
                                    Regulation; nor

                           (b)      result in a breach of any order, judgement
                                    or decree of any court or of any
                                    governmental agency to which the Purchaser
                                    is a party or by which the Purchaser is
                                    bound;

                  8.1.3    the information contained in the Prospectus issued by
                           the Purchaser dated 12 November 1996, a copy of which
                           is annexed to this Agreement as Schedule 5, was
                           accurate as at 12 November 1996.

         8.2      The Purchaser acknowledges that it has entered into this
                  Agreement in reliance only upon the representations,
                  warranties or promises incorporated in this Agreement the
                  Disclosure Letter and the Deed of Indemnity and that it

<PAGE>   18


                  is not aware of any matter which may give rise to a claim,
                  and, save as expressly set out in this Agreement and the Deed
                  of Indemnity the Vendors shall have no liability in respect of
                  any other representation, warranty or promise made prior to
                  the date of this Agreement unless it was made fraudulently or
                  with intent to wilfully deceive.

         8.3      NO RELIANCE ON REPRESENTATIONS OF PURCHASER ETC.
                  ------------------------------------------------

                  Each of the Vendors confirms that it has not relied on any
                  warranty, representation, covenant or undertaking or
                  inducement of any kind of the Purchaser or its directors,
                  officers or employees other than the warranties given by the
                  Purchaser to the Vendors in this Clause.

9.       RESTRICTIONS ON VENDORS
         -----------------------

         9.1      RESTRICTIONS
                  ------------

                  M. White undertakes with the Purchaser as trustee for itself
                  and the Company that he will not, during the period from the
                  date of this Agreement to the third anniversary of Completion
                  (the "Restraint Period"), whether alone or jointly with
                  another and whether directly or indirectly, carry on, be
                  engaged or concerned in, or (except as the owner for
                  investment of securities dealt in on a recognised stock
                  exchange which do not exceed three per cent. in nominal value
                  of the securities of that class) be interested in, any
                  business which competes with any business now carried on by
                  the Company.

         9.2      NO SOLICITATION OF CUSTOMERS
                  ----------------------------

                  M. White shall not before the expiry of the Restraint Period,
                  whether on his own account or otherwise and whether directly
                  or indirectly, solicit or entice the custom (in relation to
                  any goods or services supplied by the Company) of any person
                  with whom he had dealings or who was a customer of or in the
                  habit of dealing with the Company at any time during the
                  period ending on the third anniversary of Completion.

         9.3      NO SOLICITATION OF EMPLOYEES
                  ----------------------------

                  M. White shall before the expiry of the Restraint Period
                  directly or indirectly solicit or endeavour to entice away,
                  offer employment to or employ, or offer or conclude any
                  contract for services with, any person who was employed by the
                  Company at the date of this Agreement.

         9.4      NO DISCLOSURE OF CONFIDENTIAL INFORMATION
                  -----------------------------------------

                  Except so far as may be required by law, none of the Vendors
                  shall at any time disclose to any person any confidential
                  information of a technical, trade or any other character which
                  he has acquired in the course of or as a result of his
                  employment by, or directorship of, the Company or his
                  ownership of the Shares.

         9.5      NO USE OF CONFIDENTIAL INFORMATION
                  ----------------------------------


<PAGE>   19


                  None of the Vendors shall at any time use to the detriment of
                  the Company any confidential information of a technical, trade
                  or other character which he has acquired in the course of or
                  as a result of his employment by or directorship of the
                  Company or his ownership of the Shares.

         9.6      NO HOLDING OUT
                  --------------

                  After Completion, none of the Vendors shall in any way hold
                  himself out or permit himself to be held out as being
                  interested in or in any way connected with the Company save
                  pursuant to their contracts of employment or Service
                  Agreements with the Company.

         9.7      REASONABLENESS OF RESTRICTIONS
                  ------------------------------

                  Each of the Vendors acknowledges that:-

                  9.7.1    each of the preceding sub-clauses of this Clause
                           constitutes an entirely separate and independent
                           restriction on him; and

                  9.7.2    the duration, extent and application of each of the
                           restrictions are no greater than is necessary for the
                           protection of the goodwill of the businesses of the
                           Company and the value of the Shares.

         9.8      MODIFICATIONS
                 -------------

                  If any of the restrictions contained in this Clause are found
                  to be void but would be valid if some part were deleted or the
                  period or area of application reduced, that restriction shall
                  apply with any modification necessary to make it valid and
                  effective.

         9.9      RESTRICTIVE TRADE PRACTICES ACT
                  -------------------------------

                  Notwithstanding any other provision of this Agreement, no
                  provision of this Agreement which might make this Agreement
                  liable to registration under the Restrictive Trade Practices
                  Act 1976 shall take effect until the day after that on which
                  particulars of it have been furnished to the Director General
                  of Fair Trading pursuant to that Act. For the purposes of this
                  Clause 9.9, the term "Agreement" shall include every other
                  agreement which forms part of the same arrangement.

10.      SURVIVAL OF PROVISIONS
         ----------------------

         Notwithstanding Completion, the provisions of this Agreement and the
         Deed of Indemnity shall, except insofar as then implemented or
         performed, remain in full force and effect and shall continue to bind,
         and to be enforceable by, the Purchaser or its successors or assigns
         or, as the case may be, the Vendors and shall not be extinguished or
         affected by any other event or matter except a specific and duly
         authorised written waiver or release from the Purchaser or, as the case
         may be, the Vendors.


<PAGE>   20


11.      COSTS
         -----

         EACH PARTY TO BEAR OWN COSTS
         ----------------------------

         Each of the parties shall pay its own legal and accountancy and other
         costs, charges and expenses connected with the negotiation, preparation
         and implementation of this Agreement and the Deed of Indemnity. The
         Purchaser shall pay all stamp duty on the transfer of the Shares and
         the agreed fees of J. Jeffrey Brausch & Company..

12.    ENTIRE AGREEMENT
       ----------------

         12.1     WHOLE AGREEMENT
                  ---------------

                  This Agreement, when taken together with any document in the
                  agreed terms (or the executed engrossments of them) and any
                  other documents to be entered into pursuant to this Agreement,
                  constitutes the entire agreement and understanding between the
                  parties with respect to all matters referred to in this
                  Agreement, to the exclusion of any terms implied by law which
                  may be excluded by contract.

         12.2     VARIATION
                  ---------

                  No variation of this Agreement or of any document in the
                  agreed terms or any other documents to be entered into
                  pursuant to this Agreement shall be effective unless it is in
                  writing and signed by or on behalf of each of the parties.

13.      WAIVERS
         -------

         13.1     RELEASE AND INDULGENCE BY PURCHASER
                  -----------------------------------

                  Notwithstanding any rule of law or equity to the contrary, the
                  Purchaser may at its absolute discretion waive, release,
                  compromise or allow any time or other indulgence in respect of
                  any liability or obligation of any Vendor without thereby
                  prejudicing or in any way affecting its rights in respect of
                  either any other liability or obligation of that Vendor or any
                  liability or obligation, whether of a similar or a different
                  kind, of any other of the Vendors and whether or not such
                  liabilities or obligations are joint and several. Any act or
                  omission of the Purchaser pursuant to this Clause shall in no
                  way prejudice any rights which one of the Vendors may have
                  against any other of the Vendors, whether in relation to joint
                  and several liability or otherwise.

         13.2     NO WAIVER
                  ---------

                  No failure of the Purchaser to exercise, and no delay by it in
                  exercising, any right, power or remedy in connection with this
                  Agreement will operate as a waiver of the same, nor will any
                  single or partial exercise of any such right, power or remedy
                  preclude any other or further exercise of the same or of any
                  other such right, power or remedy. Any express waiver of any
                  breach of this Agreement shall not be deemed to be a waiver of
                  any subsequent breach.


<PAGE>   21


14.      ASSIGNMENT
         ----------

         The Purchaser may assign all its rights, and causes of action arising,
         under or pursuant to this Agreement to any other company within the
         Purchaser's Group and, after any such assignment, this Agreement will
         be binding on and will continue for the benefit of such Company within
         the Purchaser's Group. Accordingly references in this Agreement (or in
         any document entered into pursuant to this Agreement) to the Purchaser
         shall, following any such assignment and unless the context otherwise
         requires, mean the assignee or assignees for the time being. If the
         Purchaser wishes to assign such rights, the other parties shall, on
         request, execute a deed in favour of the assignee substantially in the
         terms of the draft deed in the agreed terms.

15.      FURTHER ASSURANCE
         -----------------

         At any time (whether before or after Completion) the Vendors shall (at
         their cost and expense) do and execute or procure to be done and
         executed all necessary acts, documents and things reasonably requested
         of all or any of them by the Purchaser to give effect to this Agreement
         and the transactions contemplated in or by it and to take any action
         (if requested to do so by the Purchaser) which may be reasonably
         considered necessary by the Purchaser to rectify any acts or omissions
         of the Company, its officers, directors or shareholders prior to
         Completion.

16.      INVALIDITY
         ----------

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

17.      COUNTERPARTS
         ------------

         This Agreement may be entered into in any number of counterparts, all
         of which taken together shall constitute one and the same instrument.
         Any party may enter into this Agreement by signing any such
         counterpart.

18.      NOTICES
         -------

         18.1     NOTICE IN WRITING
                  -----------------

                  Any notice, claim or demand to be given in connection with or
                  under this Agreement shall be in writing and signed by or on
                  behalf of the party giving it (a "Notice").

         18.2     SERVICE OF NOTICE
                  -----------------

                  A Notice may be served by letter or fax; each letter
                  containing such Notice shall be left or sent by pre-paid
                  recorded delivery or registered post or by courier:-

                  18.2.1   in the case a notice to all of the Vendors, at or to
                           the Vendor's Solicitors on behalf of all the Vendors;
                           and


<PAGE>   22


                  18.2.2   in the case of a notice to an individual Vendor at or
                           to such Vendor at his or her address shown in
                           Schedule 1 or any other address in England which he
                           or she shall have notified in writing to the
                           Purchaser; and

                  18.2.3   in the case of the Purchaser, at or to its registered
                           office for the time being.

         18.3     TIME OF SERVICE
                  ---------------

                  A Notice sent by personal delivery, by post or by courier
                  shall be deemed to have been duly served upon delivery at the
                  address of the relevant party, and in proving such service, it
                  shall be sufficient to prove that the notice was properly
                  addressed and a Notice sent by fax shall be deemed served when
                  despatched.

         18.4     DEATH OF INDIVIDUAL
                  -------------------

                  If any individual Vendor dies, until the party giving a Notice
                  has received notice in writing of the grant of probate of his
                  will or letters of administration of his estate (or
                  equivalent) any Notice given to such individual Vendor in
                  accordance with the provisions of this Clause shall be as
                  effective as if he were still living.

19.      GOVERNING LAW AND PROCESS AGENT
         -------------------------------

         19.1     This Agreement and (save as expressly stated in) any document
                  to be entered into pursuant to this Agreement shall be
                  governed by and construed in accordance with English law and
                  the parties irrevocably submit to the non-exclusive
                  jurisdiction of the English courts to settle any disputes
                  which may arise out of or in connection with this Agreement or
                  any such document.

         19.2     PROCESS AGENT
                  -------------

                  The Vendors irrevocably appoint the Vendors' Solicitors of
                  Market Chambers, 21A Market Place, Romsey, Hampshire as the
                  agent for each Vendor to accept service of process in England
                  in any legal action or proceedings arising out of or in
                  connection with this Agreement or any document to be entered
                  into pursuant to this Agreement, service upon whom shall be
                  deemed completed whether or not forwarded to or received by
                  each of the Vendors. If such process agent ceases to be able
                  to act as such or to have an address in England, the Vendors
                  irrevocably agree to appoint a new process agent in England
                  acceptable to the Purchaser and to deliver to the Purchaser
                  within fourteen days a copy of a written acceptance of
                  appointment by the process agent.

                  The Purchaser irrevocably appoints the Purchaser's Solicitors
                  of 180 Strand, London, WC2R 2NN as the agent for the Purchaser
                  to accept service of process in England in any legal action or
                  proceedings arising out of or in connection with this
                  Agreement or any document to be entered into pursuant to this
                  Agreement, service upon whom shall be deemed completed whether

<PAGE>   23


                  or not forwarded to or received by such party. If such process
                  agent ceases to be able to act as such or to have an address
                  in England, the Purchaser irrevocably agrees to appoint a new
                  process agent in England acceptable to the Vendors and to
                  deliver to the Vendors within fourteen days a copy of a
                  written acceptance of appointment by the process agent.

                  Nothing in this Agreement shall affect the right to serve
                  process in any manner permitted by law.

20       RIGHTS OF ACCESS
         ----------------

         20.1     PURCHASER'S ACCESS
                  ------------------

                  Until the sixth anniversary of Completion, each of the Vendors
                  shall permit and allow, upon reasonable notice and during
                  business hours, the Purchaser and/or its agents, accountants
                  and other professional advisers access to all books, records
                  and documents in the possession or under the control of such
                  Vendor insofar as they concern or deal with the Company in
                  respect of the period prior to Completion and the right to
                  inspect and make copies of the same (at the Purchaser's
                  expense). Each of the Vendors shall procure that all such
                  books, records and documents are preserved until the sixth
                  anniversary of Completion.

         20.2     ACCESS TO INFORMATION
                  ---------------------

                  If any information or book, ledger account, record, document
                  or other material or materials is or are not held, kept or
                  stored in printed form, the party required or requested to
                  produce or allow access to or copies of the same must do so in
                  a form or media which:-

                  20.2.1   is reasonably convenient to the party requiring or
                           requesting the same;

                  20.2.2   does not require that party to incur unreasonable
                           expense; and

                  20.2.3   will permit that party to see, have access to, read
                           and, where appropriate, to make copies of the same.


This Agreement was signed by the parties or their duly authorised
representatives on the date set out at the beginning of this Agreement.



<PAGE>   24



                                   SCHEDULE 1
                                   ----------

                                     PART 1
                                     ------

                                  (THE COMPANY)


<TABLE>
<CAPTION>
THE COMPANY
-----------
<S>                                                  <C>
Name of Company:                                     Next Destination Limited

Registered Number:                                   2856264

Authorised Share Capital:                            (pound)10,000 divided into 10,000 ordinary shares of (pound)1 each

Issued Share Capital:                                10,000 ordinary shares of (pound)1 each, fully paid or credited
                                                     as fully paid

Date and Place of Incorporation:                     23rd September 1993, England

Registered Office:                                   5 Abbey Walk, Church Street, Romsey, Hampshire SO51 8BT

Directors:                                           Pascal Marie Charles Petit
                                                     Alexander Agnew Stewart White
                                                     Mark Brian White

Secretary:                                           Christine Elizabeth White

Members:                                             Pascal Marie Charles Petit, Alexander Agnew Stewart
                                                     White, Mark  Brian White

Accounting Reference Date:                           31 August

VAT Number:                                          631688817

Tax District and Reference No:                       Southampton 5 Ref No. 6741251324447

Auditors:                                            Langdowns Chartered Accountants, 5 Abbey Walk, Church
                                                     Street, Romsey, Hampshire
</TABLE>


<PAGE>   25


                                   SCHEDULE 1
                                   ----------

                                     PART 2
                                     ------

                                   (DIRECTORS)

<TABLE>
<CAPTION>
Full name                                                  Usual address
---------                                                  -------------
<S>                                                        <C>
Pascal Marie Charles Petit                                 17 Route De Bron
                                                           49260 Le Coudray
                                                           Macouard
                                                           France

Alexander Agnew Stewart White                              The Old Chapel
                                                           Fantley Lane
                                                           Zeals
                                                           Warminster
                                                           Wiltshire
                                                           BA12 6NX

Mark Brian White                                           Evergreen Cottage
                                                           Wittensford Brook
                                                           Lyndhurst
                                                           Hampshire
                                                           SO43 7JA
</TABLE>


<PAGE>   26


                                   SCHEDULE 1
                                   ----------

                                     PART 3
                                     ------

                          (PARTICULARS OF SHARES ETC.)



<TABLE>
<CAPTION>
(1)                          (2)                      (3)                   (4)                 [(5)]
Names and                    No. of                   No. of                Value in US$ and    Value in US$
addresses of                 Ordinary Shares held     Ordinary Shares to    number of           of Loan Notes
Vendors                      in the Company           be sold               Consideration       to be received
                                                                            Shares to be
                                                                            received

-----------------------------------------------------------------------------------------------------------------
<S>                                 <C>                     <C>             <C>                  <C>
Pascal Marie Charles Petit,         714                     714             Value: US$125,000      124,995.20
17 Route De Bron,                                                           No of Shares:
49260 Le Coudray,                                                                 12,160
Macouard,
France

Alexander Agnew                     714                     714             Value: US$125,000      124,995.20
Stewart White,                                                              No of Shares:
The Old Chapel,                                                                   12,160
Fantley Lane,
Zeals,
Warminster,
Wiltshire BA12 6NX

Mark Brian White,                 8,572                   8,572             Value:               1,500,004.08
Evergreen Cottage,                                                          US$1,500,000
Wittensford Brook,                                                          No of Shares:
Lyndhurst,                                                                       145,914
Hampshire SO43 7JA
</TABLE>




<PAGE>   27


                                   SCHEDULE 1
                                   ----------

                                     PART 4
                                     ------

                (PROVISIONS APPLYING TO THE CONSIDERATION SHARES)



1.1      U.S. Securities Law Restrictions
         --------------------------------

         The Purchaser and each of the Vendors acknowledge and represent to each
         other that the shares of stock of the Purchaser issued pursuant to
         Clause 4.2.1. ("Consideration Shares") have not been registered under
         the United States Securities Act of 1933, as amended (the "1933 Act"),
         or under the securities law of any other jurisdiction, and that the
         issue of the Consideration Shares is being made in reliance upon and in
         compliance with an exemption from registration provided by the 1933
         Act.

1.2      Vendors' Representations
         ------------------------

         Each of the Vendors covenants and agrees with the Purchaser and
         represents and warrants to the Purchaser as follows:

         1.2.1    Foreign Laws
                  ------------

                  The country of origin and current principal place of business
                  of each Vendor is either the United Kingdom or France and the
                  Vendors' acquisition of, and the Purchaser's issue to the
                  Vendors of, the Consideration Shares does not violate any laws
                  of the United Kingdom or France.

         1.2.2    Access to Information
                  ---------------------

                  Each of the Vendors acknowledge that the Vendors have been
                  provided with and have reviewed copies of the Prospectus dated
                  12 November, 1996 (annexed hereto as Schedule 5), for the
                  Purchaser's initial public offering and quarterly report on
                  Form 10-Q for the period ended 30 September, 1996; that the
                  Vendors have been supplied with such additional information
                  concerning Purchaser and the Consideration Shares as Vendors
                  have reasonably requested; and that, by reason of each of the
                  Vendor's business and financial experience, the Vendors have
                  the capacity to evaluate the merits and risks of an investment
                  in the Consideration Shares.

         1.2.3    Investment Intent
                  -----------------

                  The Vendors are acquiring the Consideration Shares for their
                  own account as an investment and not with a view to, or for
                  resale in connection with, any distribution or public
                  offering, and the Vendors have no agreement, understanding or
                  arrangement to sell, assign or transfer any portion of the
                  Consideration Shares to any other person or entity.


<PAGE>   28


         1.2.4    Restrictions on Resale
                  ----------------------

                  The Consideration Shares are "restricted securities" as
                  defined in Rule 144 under the 1933 Act. The Vendors will not
                  offer, sell, transfer, assign, exchange or otherwise dispose
                  of any of the Consideration Shares at any time unless the
                  Consideration Shares are (i) registered under the 1933 Act or
                  (ii) offered, sold or otherwise disposed of in compliance with
                  an exemption from the registration requirements of the 1933
                  Act (as evidenced by an opinion of counsel satisfactory to the
                  Purchaser that such an exemption is available to the Vendors).

         1.2.5    Legended Shares
                  ---------------

                  The Vendors understand and agree that the certificates for the
                  Consideration Shares will bear a restrictive legend stating
                  that the transfer of the Consideration Shares is prohibited
                  except in accordance with the provisions of this Agreement and
                  that Purchaser is entitled to refuse to register any transfer
                  of the Consideration Shares not made in accordance with the
                  provisions of this Agreement.

1.3      Piggyback Rights
         ----------------

         If the Purchaser registers any additional shares of its common stock
         for sale subsequent to Completion, pursuant to the 1933 Act, and if (i)
         any shares of the current shareholders of the Company ("Current
         Shareholders") which are then restricted as to holding period, or
         volume of sale under the U.S. Securities and Exchange Commission Rule
         144 are included in the registration, and (ii) the resale of the
         Consideration Shares by any of the Vendors are then restricted as
         holding period, or volume of sale under U.S. Securities and Exchange
         Act Rule 144, then the Purchaser will accord to each of the Vendors the
         opportunity, on a pro rata basis with the other selling shareholders,
         to include in such registration statement Consideration Shares of the
         Purchaser, on the same terms and conditions and subject to the same
         limitations as shall apply to the selling shareholders. Notwithstanding
         the foregoing, the number of shares that any of the Vendors shall be
         entitled to register shall not exceed the greatest number of shares
         registered by any of the selling shareholders.


<PAGE>   29


                                   SCHEDULE 1
                                   ----------

                                     PART 5
                                     ------

                    (PROVISIONS APPLICABLE TO THE LOAN NOTES)
                    -----------------------------------------

1.       The Loans Notes shall bear interest at the rate of 6 per cent per
         annum, such interest shall be payable annually.

2.       The principal amount of the Loan Notes shall be repaid on 31st January
         2000.

3.       The Purchaser agrees that it shall procure that the Company shall not
         declare or pay any dividend until the earlier of:

         (i)      the principal amount of the Loan Notes being repaid in full,
                  to the extent that they have not been extinguished or reduced
                  pursuant to their terms and the provisions of this Agreement,
                  together with all interest due thereon at the date of such
                  repayment; and

         (ii)     the date on which the net assets of the Company are increased
                  to (pound)184,857.00 provided that the payment of any dividend
                  so declared will not, at the date of payment, cause the net
                  assets of the Company to reduce below (pound)184,857.00.



<PAGE>   30


                                   SCHEDULE 2
                                   ----------

                                (THE PROPERTIES)
                                ----------------


                                   LEASEHOLDS
                                   ----------
<TABLE>
<CAPTION>

Property                Parties               Current rent and       Current tenant         Length of term
--------                -------               ----------------       --------------         --------------
                                              review dates                                  (including options
                                              ------------                                  ------------------
                                                                                            to break and renew
                                                                                            ------------------
<S>                     <C>                   <C>                                           <C>
Lease of 25, The        Parford Estates       (pound)13,750 pa         the Company          5 years from
Clarendon Centre,       (Epsom) Limited and                                                 24.6.1996.   Tenant
Salisbury Business      the Company                                                         has option to break
Park, Salisbury                                      24.6.1999                              on 23.6.1999
SP1 2TJ

Underlease of Unit 5,   Objective Science     (pound)5,750 pa          the Company          3 years from
Ground Floor, Barnack   Group Limited and                                                   1.8.1995.  Tenant
Business Centre,        the Company                                                         has option to
Blakey Road,                                        No review                               determine on
Salisbury, SP1 2LP                                                                          31.7.1997
</TABLE>




<PAGE>   31


                                   SCHEDULE 3
                                   ----------

                                  (WARRANTIES)


Index to Warranties
-------------------

1.       Disclosure of Material Facts

2.       Accounts

3.       Properties

4.       Other Assets

5.       Intellectual Property Rights

6.       Insurances

7.       Directors, Employees and Pensions

8.       Borrowings

9.       Commercial Arrangements

10.      Arrangements with Connected Person

11.      Litigation and Offences

12.      Licences and Fair Trading

13.      Subsidiaries and Associates

14.      Corporate Organisation

15.      Insolvency

16.      The Agreement

17.      Business since Accounts Date

18.      Tax




<PAGE>   32



1.       DISCLOSURE OF MATERIAL FACTS
         ----------------------------

1.1      Accuracy and Adequacy of Information
         ------------------------------------

         All the information contained in this Agreement (including the recitals
         and Schedules) and in the Disclosure Letter and all other information
         which has been given by or on behalf of any one or more of the Vendors
         or by any of the directors or officials of the Company or any of their
         respective professional advisers to the Purchaser or any of the
         directors or officials or professional advisers of the Purchaser in the
         course of the negotiations leading to this Agreement was, when given,
         true, complete and accurate and, after making due and careful
         enquiries, none of the Vendors is aware of any fact, matter or
         circumstance not disclosed in writing which renders any such
         information untrue, misleading or inaccurate or the disclosure of which
         might reasonably affect the willingness of the Purchaser to purchase
         the Shares or the price or terms on which the Purchaser would be
         willing to purchase them.

1.2      Disclosure Letter
         -----------------

         There are fully and accurately disclosed in the Disclosure Letter all
         matters, information and documents which are or could on reasonable
         enquiry be known to the Vendors or any of them and:-

         1.2.1    which are necessary to qualify the following paragraphs of
                  this Schedule in order for such statements when so qualified
                  to be fair, accurate and not misleading; or

         1.2.2    which might materially or adversely affect the present or
                  future value of the Shares.

2.       ACCOUNTS
         --------

2.1      General
         -------

         The Audited Accounts (complete and accurate copies of which have been
         initialled by or on behalf of the Vendors for the purpose of
         identification):-

         2.1.1    give a true and fair view of the state of affairs of the
                  Company as at the Accounts Date and of the profits and losses
                  for the financial period ended on that date;

         2.1.2    have been prepared in accordance with good accounting
                  principles and practice (including all applicable SSAP's)
                  generally accepted at the date of this Agreement in the United
                  Kingdom and on a basis consistent with that used in preparing
                  the audited accounts for the Company for all financial periods
                  preceding that ended on the Accounts Date;

         2.1.3    comply with the requirements of all relevant laws; and

         2.1.4    are not affected by any extraordinary, exceptional or
                  non-recurring item.



<PAGE>   33


2.2      Provision for Liabilities etc.
         ------------------------------

         2.2.1    The Audited Accounts make full provision for all actual
                  liabilities and make proper provision for (or note in
                  accordance with good accountancy practice) or otherwise
                  disclose all unquantified or disputed liabilities and capital
                  commitments of the Company outstanding at the Accounts Date
                  (including contingent liabilities and any deferred Taxation)
                  and make adequate provision or reserve for all bad or doubtful
                  debts.

         2.2.2    No amount included in the Audited Accounts in respect of any
                  asset, whether fixed or current, exceeds its purchase price or
                  production cost or (in the case of current assets) its net
                  realisable value on the Accounts Date.

2.3      Profits
         -------

         2.3.1.   The profits shown in the Audited Accounts and in audited
                  accounts of the Company for each of the financial periods
                  immediately preceding the period ended on the Accounts Date
                  have not (except as disclosed in any such accounts) to a
                  material extent been affected by any extraordinary,
                  exceptional or non-recurring item or by any other factor
                  rendering such profits for all or any of such periods
                  unusually high or low.

         2.3.2    The net loss of the Company for the period between the
                  Accounts Date and 31 December 1996, after charging
                  depreciation and all expenses but] charging or providing for
                  any Taxation and any extraordinary item(s), will not be
                  greater than (pound)27,000 (Twenty Seven Thousandpounds).

2.4      Stock Valuation
         ---------------

         The Company's stock in trade and work in progress has been valued in
         accordance with the relevant SSAP and on a basis in all respects
         consistent with the methods and bases of valuation adopted in the
         audited accounts of the Company for all financial periods ended on the
         Accounts Date. All redundant or obsolete stock has been wholly
         written-off and the value attributed to the remaining stock does not
         exceed the lower of cost or net realisable value as at the Accounts
         Date.

2.5      Management Accounts
         -------------------

         A true copy of the Accounts for the period ended on 31 December 1996 is
         annexed to the Disclosure Letter. The Accounts have been prepared in
         accordance with the Company's normal practice and with accounting
         policies consistent with those used in preparing the Audited Accounts.
         The Vendors do not consider them misleading and are not aware of any
         fact or circumstance which might render them misleading.

2.6      Provisions
         ----------

         THE ALLOWANCES PROVISIONS AND RESERVES SPECIFIED IN THE DOCUMENT IN THE
         DISCLOSURE LETTER ENTITLED "PROVISIONS INCLUDED IN THE ACCOUNTS AS AT
         31ST AUGUST 1996" ARE THE ONLY SUCH ALLOWANCES, PROVISIONS AND RESERVES
         MADE OR TAKEN INTO ACCOUNT IN OR IN PREPARING THE AUDITED ACCOUNTS.

3.       PROPERTIES [ AWAITING PROPERTY DEPARTMENT COMMENTS]
         ---------------------------------------------------


<PAGE>   34


3.1      Title to the Properties
         -----------------------

         3.1.1    The Properties are the only properties in which the Company
                  has any right, title or interest or which the Company uses or
                  occupies.

         3.1.2    Title to each Property is properly constituted by documents of
                  title which are in the possession or under the control of the
                  Company and which are properly stamped and (where appropriate)
                  adjudicated. The Company has a good and marketable title to
                  the whole of each Property and to all the proceeds of sale of
                  each such Property.

3.2      Matters affecting the Properties
         --------------------------------

         3.2.1    The Properties and their relative proceeds of sale are free
                  from any exceptions, reservations, mortgages, charges, liens,
                  leases, tenancies, licences or other rights of occupation,
                  from any options, rights of pre-emption, covenants,
                  restrictions, stipulations, easements, rights, privileges or
                  any other encumbrances (including encumbrances arising under
                  statutory powers and overriding interests) and from any
                  agreement or commitment to grant, create or give any of the
                  same.

         3.2.2    The Properties and all buildings, fixtures and fittings on
                  them are in good repair and condition and fit for the purposes
                  for which they are presently used.

         3.2.3    Each Property is occupied exclusively by the Company and the
                  Company occupies and uses that Property for the purpose of
                  conducting its business only.

         3.2.4    Access to each Property is over roads which are maintainable
                  at the public expense. Each Property drains into a public
                  sewer and is served by water, electricity and gas utilities.

         3.2.5    The Company has complied with all covenants, conditions and
                  obligations binding upon it in relation to each Property. The
                  Company has received no notice or complaint which remains
                  outstanding in respect of any breach or alleged breach of any
                  such covenant, condition or obligation.

         3.2.6    There are no outstanding actions, disputes, claims or demands
                  between the Company and any third party or any local authority
                  affecting any Property or any neighbouring property.

         3.2.7    All policies of insurance relating to tenants fixtures and
                  fittings and contents in each Property are current and valid
                  and are not subject to any special or unusual terms or
                  restrictions. The Company has not done or omitted to do
                  anything which would make any such policy void or voidable.


<PAGE>   35


3.3      Consents and User
         -----------------

         The present user of each Property is its permanent and unconditional
         permitted user under the Town and Country Planning Acts and all
         regulations, orders or bylaws made under them.

3.4      Notices etc.
         ------------

         3.4.1    No notice that may affect any Property or the rights of the
                  Company in relation to any Property has been served by any
                  individual or company or by any government or governmental
                  agency or any local or public authority; no circumstances
                  exist which are or would on reasonable enquiry be known to the
                  Company by virtue of which the service of such a notice is
                  warranted or likely.

         3.4.2    So far as each of the Vendors is aware, no proposals or orders
                  exist or are contemplated (whether statutory or other
                  proposals) whereby the value of any Property or its use by the
                  Company might be prejudiced.

3.5      Matters Affecting Leasehold Properties
         --------------------------------------

         3.5.1    Each leasehold Property is held under a legal tenancy which is
                  in full force and effect and has not become void or voidable.
                  The Company has complied with the terms of such tenancy and
                  has not received any complaint from the landlord of any breach
                  of those terms

         3.5.2    All rents and other sums reserved by the lease under which a
                  leasehold Property is vested in the Company have been fully
                  paid up to date and unqualified receipts are held by the
                  Company for the most recent of those payments. No landlord has
                  refused to accept rent.

         3.5.3    The Company is not actually or contingently liable as
                  guarantor of an original contracting party to any lease of
                  property.


4.       OTHER ASSETS
         ------------

         4.1      Title
                  -----

                  The Company is the sole beneficial owner of, has in its
                  possession or under its control, and has good and marketable
                  title with full title guarantee to, all the assets (other than
                  the Properties) included in the Audited Accounts (including
                  all book debts owed to the Company) and to all other such
                  assets acquired by the Company since the Accounts Date and to
                  all other assets used by the Company, free from any option,
                  charge, lien, encumbrance, equity, factoring agreements, bill
                  of sale, leasing agreement, hire purchase agreement, agreement
                  for payment on deferred terms or conditional or credit sale
                  agreement or rental agreement.

         4.2      Plant and Machinery etc.
                  ------------------------


<PAGE>   36


                  4.2.1   All the plant, machinery, equipment and vehicles of,
                          or used in connection with the business of, the
                          Company are in a good state of repair and working
                          order and have been regularly and properly maintained
                          and, where appropriate, will on Completion be
                          adequately licensed and insured.

                  4.2.2.  The assets listed in the [accounts depreciation
                          schedule] referred to in the Disclosure Letter
                          contains a complete and accurate record of each asset,
                          other than the Properties, owned or possessed or used
                          by the Company which has a value of (pound)1,000 or
                          more and there are no outstanding commitments for
                          capital expenditure in excess of (pound)5,000 in
                          aggregate other than replacements and normal purchases
                          of plant and equipment in the ordinary course of
                          business.

         4.3      Net Asset Value
                  ---------------

                  The net tangible assets of the Company, other than the
                  Properties, as at 31st December 1996 valued on the same basis
                  as that adopted in the Audited Accounts will not be less than
                  (pound)96,000.

         4.4      Debts
                  -----

                  4.4.1   No debt included in the Audited Accounts, or which has
                          subsequently arisen, has been outstanding for more
                          than three months from the due date for payment, has
                          arisen other than in the normal course of business or
                          is for more than (pound)100,000.

                  4.4.2   No debtor has been released by the Company on terms
                          that such debtor pays less than the book value of his
                          debt and no debt owing to the Company has been
                          deferred, subordinated or written off or has proved
                          irrecoverable.

         4.5      Stock
                  -----

                  The Company's stock-in-trade is in good condition and there
                  have been no abnormal losses in the stock of the Company
                  through theft, breakages, damage or otherwise. All stock has
                  been stored in suitable conditions for stock of its kind and
                  not left outside or exposed to the weather and the Company's
                  stock-in-trade is capable of being sold by the Company in the
                  ordinary course of its business in accordance with its current
                  price list without rebate or allowance to a purchaser.

         4.6      Sufficiency of Assets
                  ---------------------

                  The assets owned or leased by the Company comprise all the
                  assets necessary or convenient for the carrying on of business
                  (as presently conducted) of the Company.


<PAGE>   37


5.       INTELLECTUAL PROPERTY RIGHTS
         ----------------------------

         5.1      Ownership etc.
                  --------------

                  The Company does not have any legal or beneficial ownership of
                  any Intellectual Property Rights or Know-How now used by, or
                  likely to be used by, the Company in its business.

         5.2      No Royalties etc.
                  -----------------

                  The Company does not pay any royalty or other payment to any
                  third party (whether pursuant to sections 40 and 41 of the
                  Patents Act 1977 or otherwise) or require the permission of
                  any third party in relation to the sale of any product or the
                  use of any process or the provision of any service and those
                  processes and products or services do not use, embody or
                  infringe any Intellectual Property Rights or Know-How of any
                  third party.

         5.3      No Breach of Confidentiality
                  ----------------------------

                  The Company is not in breach of any duty of confidentiality
                  owed to any person through its ownership or use of any
                  Intellectual Property Rights.

         5.4      No Disputes Affecting Licences
                  ------------------------------

                  All Intellectual Property Rights used or likely to be used by
                  the Company in its business are used under licences or other
                  authorities which are in full force and effect and are not
                  subject to any notice of termination nor has there been any
                  default under such licences or authorities. The transactions
                  contemplated by this Agreement will not crystallise any right
                  of termination of or under such licences or other authorities
                  and there are no disputes, current or reasonably foreseeable,
                  in respect of any of them. True and complete copies of all
                  such licences and other authorities have been supplied to the
                  Purchaser.

6.       INSURANCES
         ----------

         6.1      Adequacy of Insurances
                  ----------------------

                  The Company has at the date of this Agreement, and, at all
                  material times has had, valid, adequate and proper insurances
                  in respect of its assets and business against all risks
                  (including, without limitation, loss of 12 months' profits)
                  which are normally insured against by other companies owning
                  or possessing similar assets or carrying on similar businesses
                  for the full replacement value of such assets and, in respect
                  of its business, for amounts that would, in the circumstances,
                  be prudent for those other companies. The Company is at the
                  date of this Agreement, and has at all material times been,
                  adequately covered against accident, third party injury and
                  other risks normally covered by insurance by such companies.

         6.2      Validity of Insurances
                  ----------------------

                  On Completion, the Company will be the beneficiary under and
                  will have in full force and effect the policies of insurance
                  (details of which, together with

<PAGE>   38


                  details of all premiums payable or paid and any special or
                  unusual terms or restrictions, have been delivered to the
                  Purchaser). The Company has not done or omitted to do or
                  suffered anything to be done or not to be done which has or
                  might render any policies of insurance taken out by it void or
                  voidable, there are no current claims under any of those
                  insurances and, to the best of the knowledge, information and
                  belief of each of the Vendors, there are no circumstances
                  which would or might give rise to any claim under any of those
                  policies. Pending Completion the Company shall effect all
                  additional insurances which the Purchaser may reasonably
                  request.

7.       DIRECTORS, EMPLOYEES AND PENSIONS
         ---------------------------------

         7.1      General
                  -------

                  The employees named in the Disclosure Letter are all the
                  employees engaged by the Company.

         7.2      Terms and Conditions
                  --------------------

                  7.2.1   Complete and accurate details of all remuneration and
                          expenses and other benefits payable to each director,
                          officer and employee of the Company, and their job
                          titles, terms of employment, length of service and
                          notice periods are set out in the Disclosure Letter.
                          There have been no increases in the emoluments payable
                          to any director or other employee of the Company and
                          there have been no changes in the terms of service of
                          any director or other employee of the Company and no
                          changes have been proposed since the Accounts Date. No
                          notice terminating their contract of employment has
                          been given to any directors or employees of the
                          Company and no employee has left employment of his own
                          accord or indicated his intention of so doing.

                  7.2.2   Full details of all consultancy arrangements with the
                          Company are set out in the Disclosure letter and all
                          such arrangements can be terminated by three months'
                          notice or less without giving rise to a claim for
                          damages or compensation.

         7.3      Disputes
                  --------

                  7.3.1   Neither the Company nor any of its employees is
                          involved in any industrial or trade dispute and there
                          are no facts known to the Vendors which might suggest
                          that there may be any trade union or industrial
                          dispute involving the Company or that the sale of the
                          Shares may lead to any trade union or industrial
                          dispute.

                  7.3.2   The Company has not recognised any trade union nor
                          entered into any kind of collective agreement or
                          arrangement and no trade union has a level of
                          membership among any employees of the Company likely
                          to entitle that trade union to recognition (of any
                          kind) by the Company.


<PAGE>   39


         7.4      Legislation and Regulations Affecting Employees
                  -----------------------------------------------

                  7.4.1   The Company has complied in all material respects with
                          all laws, regulations and codes of conduct and
                          practice, collective agreements and customs and
                          practices including, but not limited to, each of the
                          Employment Rights Act 1996 (as amended), the Equal Pay
                          Act 1970, the Sex Discrimination Act 1975, the Race
                          Relations Act 1976, Article 119 of the Treaty of Rome
                          and all applicable European Community Directives. So
                          far as each of the Vendors is aware, there are no
                          circumstances which could reasonably be expected to
                          give rise to a claim against the Company under any of
                          those statutes, the treaty or any applicable European
                          Community Directive.

                  7.4.2   No orders or recommendations have been made by the
                          Equal Opportunities Commission, any industrial
                          tribunal or any court under the Equal Pay Act 1970,
                          the Sex Discrimination Act 1975 the Race Relations Act
                          1976 or the Disability Discrimination Act 1995 which
                          directly or indirectly involve the Company, nor have
                          any investigations under those Acts been carried out
                          nor, so far as each of the Vendors is aware, are any
                          pending into the affairs of the Company nor, so far as
                          each of the Vendors is aware, are any complaints or
                          proceedings pending against the Company under any of
                          those Acts.

         7.5      Redundancy
                  ----------

                  The Company has no liability to any of its employees the
                  length of whose employment for the purposes of redundancy
                  payments would include any employment by any other person,
                  firm or company before their employment by the Company. In the
                  twelve months' period ending with the date of this Agreement,
                  the Company has not given notice of any redundancies.

         7.6      Pensions
                  --------

                  The Company does not operate a pension scheme and is under no
                  legal or moral obligation to make any payment to any Vendor,
                  officer or employee of the Company or to any other person in
                  respect of pension arrangements for any such Vendor, officer
                  or employee.

         7.7      Leaving the Company
                  -------------------

                  No senior employee of the Company has ceased to be employed by
                  the Company during the twelve months before the date of this
                  Agreement and none of the Vendors has any reason to believe
                  that any senior employees intend or are likely to leave their
                  employment otherwise than through normal retirement within the
                  twelve months following Completion.

         7.8      Commissions, Liabilities etc.
                  -----------------------------

                  7.8.1   There are no agreements, arrangements or schemes in
                          operation by or in relation to the Company under which
                          any of its employees or officers is entitled to shares
                          or a commission or remuneration of any

<PAGE>   40


                          kind calculated by reference in whole or in part
                          to turnover, profits or sales.

                  7.8.2   The Company does not have in existence and is not
                          proposing to introduce any share incentive scheme,
                          share option scheme or profit sharing scheme for all
                          or any of its directors or employees.

                  7.8.3   The Company is not liable to pay any industrial
                          training levy nor has outstanding any undischarged
                          liability to pay any governmental or regulatory
                          authority in any jurisdiction any taxation,
                          contribution or other impost arising in connection
                          with the employment or engagement by it of employees
                          or directors or consultants.

                  7.8.4   No present, future or contingent liability has been
                          incurred by the Company for breach of any employment
                          contract, consultancy agreement or contract for
                          services or for redundancy payments, payments in
                          compensation for (or in connection with) unlawful,
                          wrongful or unfair dismissal or for the actual or
                          proposed termination, suspension or a variation of the
                          terms, of any employment, office, consultancy or
                          contract for services in respect of any present or
                          former director or employee and no sums in respect of
                          any such liability have been paid since the Accounts
                          Date.

                  7.8.5   No gratuity payment has been made by the Company in
                          connection with the sale of the Shares. Except in
                          respect of normal accruals of remuneration or
                          emoluments of employment, no sum is payable to or for
                          the benefit of any employee or director.

         7.9      Loans to Employees

                  The Vendors have not made any loan or advance to any officer
                  or employee or any future officer or employee which is
                  outstanding.

8.       BORROWINGS
         ----------

         8.1      Bank Accounts
                  -------------

                  A statement of all the bank accounts of the Company and of the
                  credit or debit balances on those accounts as at a date not
                  more than 7 days before the date of this Agreement is annexed
                  to the Disclosure Letter. The Company has no other bank or
                  deposit accounts (whether in credit or overdrawn) and, since
                  that statement, there have been no payments out of any of
                  those accounts except for routine payments and the balances on
                  current account are not now substantially different to the
                  balances shown on those statements.

         8.2      Borrowings
                  ----------

                  The amounts borrowed by the Company do not exceed any
                  limitation on its borrowing contained in its Articles of
                  Association or in any debenture or other document binding upon
                  it. The Company has not engaged in financing or borrowing of a
                  type which would not require to be shown or reflected in

<PAGE>   41


                  audited accounts. Details of all borrowings or indebtedness in
                  the nature of borrowings are contained or referred to in the
                  Disclosure Letter.

         8.3      Repayment
                  ---------

                  The Company has received no notice to repay under any
                  agreement relating to any of its borrowing or indebtedness in
                  the nature of borrowing which is repayable on demand and there
                  has not occurred any event of default under any agreement
                  relating to any other borrowing or indebtedness in the nature
                  of borrowing by the Company or any event which, with the
                  giving of notice and/or the lapse of time and/or any relevant
                  determination, would constitute an event of default. The
                  change in ownership of the Company which will result from this
                  Agreement will not permit any lender to the Company to
                  withdraw any lending or change any terms and conditions
                  applicable to such lending.

9.       COMMERCIAL ARRANGEMENTS
         -----------------------

         9.1      Material Contracts
                  ------------------

                  The Company has not entered into any contracts, transactions
                  or commitments which are unusual, of more than one year's
                  duration or involve obligations of a nature or magnitude
                  calling for special mention.

         9.2      Material Capital Commitments
                  ----------------------------

                  The Company has no capital commitments involving capital
                  expenditure of over (pound)5,000.

         9.3      Other Contracts
                  ---------------

                  9.3.1   In relation to the Company, there is not outstanding:-

                          (a)      any option, right to acquire, mortgage,
                                   charge, pledge, lien, encumbrance or equity
                                   on the whole or any part of its undertaking,
                                   property or assets or any agreement or
                                   commitment to give or create any of the
                                   foregoing nor has any claim been made by any
                                   person to be entitled to any of the same;

                          (b)      any sale or purchase option or similar
                                   agreement or arrangement by which it is bound
                                   affecting any assets owned by or used by it;

                          (c)      any agreement or arrangement where it is a
                                   party to any joint venture, consortium or
                                   partnership or profit or income sharing
                                   arrangement or agreement;

                          (d)      any liability or obligation (statutory or
                                   otherwise) of it to any person who is or has
                                   been a director or employee;


<PAGE>   42


                          (e)      any contract for hire or rent, hire-purchase
                                   or purchase by way of credit sale or
                                   periodical payment in respect of its movable
                                   or personal property;

                          (f)      any guarantee, indemnity, performance bond,
                                   suretyship or comfort (whether or not legally
                                   binding), whether entered into by the Company
                                   in respect of any debt, liability or
                                   obligation of any Director, Vendor, officer,
                                   employee or any other person or by any
                                   Director, Vendor, officer employee or any
                                   other person in respect of the Company's
                                   obligations;

                          (g)      any contract for agency or any
                                   distributorship, marketing, manufacturing,
                                   purchasing or licensing agreement or
                                   arrangement;

                          (h)      any agreement, contract or arrangement
                                   entered into by it otherwise than by way of
                                   bargain at arm's length;

                          (i)      any agreement, contract or arrangement
                                   entered into by it which cannot be fulfilled
                                   or performed, in accordance with its terms,
                                   more than 12 months after the date on which
                                   it was entered into or undertaken or which
                                   cannot be terminated in accordance with its
                                   terms, by the Company on 60 days' notice or
                                   less; or

                          (j)      any security or arrangement similar to
                                   security given by or binding upon the Company
                                   or any of its assets, present or future.

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

         9.4      Powers of Attorney
                  ------------------

                  There are not outstanding any powers of attorney given by the
                  Company or any other authority (express, implied or
                  ostensible) which is still outstanding or effective to any
                  person to enter into any contract or commitment or do anything
                  on its behalf.

         9.5      Substantial Customers and Suppliers
                  -----------------------------------

                  9.5.1   All outstanding agreements and arrangements between
                          the Company and any material supplier of the Company
                          are set out or referred to in the Disclosure Letter.
                          There are no disputes between the Company and any
                          material supplier or customer of the Company.

10.      ARRANGEMENTS WITH CONNECTED PERSONS
         -----------------------------------

         There is not outstanding:-


<PAGE>   43


         10.1     any loan made by the Company to, or debt owing to the Company
                  by, any of the Vendors or any Director or any officer or
                  employee of the Company or any person connected with any of
                  them as described in section 839 of the 1988 Taxes Act or any
                  security for any such loans or debts; or

         10.2     any agreement or arrangement (whether legally binding or not)
                  to which the Company is a party and in which any of the
                  Vendors or any Director or officer or employee or any person
                  connected with any of them, as mentioned in paragraph 10.1
                  above, is interested.

11.      LITIGATION AND OFFENCES
         -----------------------

         11.1     General
                  -------

                  11.1.1  Apart from normal debt collection, the Company is not
                          engaged in any litigation or arbitration or
                          administrative proceedings which are in progress nor
                          are any such litigation, arbitration or administrative
                          proceedings threatened or pending by or against or
                          likely to involve the Company or any of its assets and
                          none of the Vendors is aware of any facts which are
                          likely to give rise to any litigation or arbitration
                          or administrative proceedings in which the Company
                          might become involved.

                  11.1.2  Neither the Company nor any of its officers or
                          employees by any act or default has committed:-

                          (a)      any criminal or unlawful act in connection
                                   with the business of the Company other than
                                   minor road traffic offences;

                          (b)      any breach of trust in relation to the
                                   business or affairs of the Company; or

                          (c)      any breach of contract or statutory duty or
                                   any tortious act which could entitle any
                                   third party to terminate any contract to
                                   which the Company is party or could lead to a
                                   claim against the Company for damages or an
                                   injunction.

         11.2     Conduct of Business
                  -------------------

                  The Company has carried on and is carrying on its business in
                  all respects in accordance with all applicable laws,
                  regulations and other requirements of the United Kingdom and
                  any relevant foreign country. No governmental or official
                  investigation or enquiry concerning the Company is in progress
                  or threatened and, so far as each of the Vendors is aware,
                  there are no circumstances which are likely to give rise to
                  any such investigation or enquiry.


<PAGE>   44


12.      LICENCES AND FAIR TRADING
         -------------------------

         12.1     General
                  -------

                  All licences, permissions and consents required for the
                  carrying on of the business of the Company have been obtained
                  and are in full force and effect and all conditions applicable
                  to any such licence, permission or consent have been and are
                  being complied with. None of the Vendors is aware of any
                  circumstances indicating that any of those licences,
                  permissions or consents are likely to be suspended, modified,
                  revoked or not renewed.

         12.2     Fair Trading
                  ------------

                  12.2.1  The Company is not concerned in any arrangement which
                          infringes or which has or should have been registered
                          or notified under the Monopolies and Mergers Acts, the
                          Restrictive Trade Practices Acts 1956 and 1976, the
                          Fair Trading Act 1973, Consumer Credit Act 1974, the
                          Resale Prices Act 1976, the Competition Act 1980 or
                          Article 85 or Article 86 of the Treaty of Rome or any
                          regulation or other enactment giving effect to either
                          Article or any other anti-trust, fair trading,
                          consumer protection or similar legislation and the
                          Company is not in default under or in contravention of
                          the provisions of any of those Acts or treaties,
                          regulations, enactments or legislation.

                  12.2.2  The Company has not received (nor has any director or
                          officer received) any process, notice or
                          communication, formal or informal, by or on behalf of
                          the Office of Fair Trading or the European Commission
                          or any other authority of any country or union, or any
                          political or administrative subdivision of the same,
                          having jurisdiction in anti-trust matters in relation
                          to any aspect of any business of the Company, or any
                          agreement, arrangement or concerted practice to which
                          the Company is, or is alleged to be, a party. So far
                          as each of the Vendors is aware, neither the Company
                          nor any Director or officer is likely to receive any
                          such process, notice or communication.

13.      SUBSIDIARIES AND ASSOCIATES
         ---------------------------

         13.1     General
                  -------

                  Since the date of its incorporation, the Company has had no
                  subsidiaries and has never been a subsidiary of any other
                  company. The Company does not own, nor has it agreed to
                  acquire, any shares or stock in the capital of, or any
                  beneficial interest in, any other company or business
                  organisation. The Company does not control or take part (nor
                  has it agreed to control or take part) in the management of
                  any other company or business organisation nor is the Company
                  (nor has it agreed to become) a member of any partnership or
                  unincorporated company or association.

         13.2     Management fees etc.
                  --------------------

                  The Company is not under any obligation or liability (whether
                  legally binding or not) to pay to any of the Vendors any fee,
                  commission or charge for or in

<PAGE>   45


                  connection with the provision, supply or purchase of finance,
                  goods, services or other facilities to, by or from the Company
                  or for or generally in relation to its affairs. No amounts are
                  due from the Company to or by any of the Vendors or any other
                  person otherwise than in the ordinary course of trading and on
                  normal commercial terms.

14.      CORPORATE ORGANISATION
         ----------------------

         14.1     Share Capital
                  -------------

                  Part 1 of Schedule 1 contains true particulars of the
                  authorised and issued share capital of the Company and all
                  shares shown there as issued are in issue, fully paid, and are
                  beneficially owned and registered as set out, free from any
                  claim, charge, lien, equity or encumbrance. The Shares
                  constitute the whole of the issued share capital of the
                  Company and there is no option, right to acquire, mortgage,
                  charge, pledge, lien or other form of security or encumbrance
                  over the Shares nor any agreement to create any of the same.

         14.2     Options etc.
                  ------------

                  No person has the right (whether exercisable now or in the
                  future and whether contingent or not) to call for the
                  allotment, issue, sale or transfer of any share or loan
                  capital of the Company or any other security giving rise to a
                  right over the capital of the Company under any option or
                  other agreement (including conversion rights and rights of
                  pre-emption).

         14.3     Memorandum and Articles
                  -----------------------

                  The copy of the memorandum and articles of association of the
                  Company annexed to the Disclosure Letter is true, accurate and
                  complete in all respects and has embodied in it or annexed to
                  it a copy of every resolution or agreement referred to in
                  section 380 of the Act and neither the Company nor any class
                  of its members has passed any resolution other than
                  resolutions relating to ordinary business at annual general
                  meetings.

         14.4     Company Accounts and Records
                  ----------------------------

                  14.4.1  All accounts, books, ledgers, financial and other
                          records, including the fixed assets register of the
                          Company:-

                          (a)      have been fully, properly and accurately
                                   maintained and are up to date, in the
                                   possession of the Company and contain true
                                   and accurate records of all matters required
                                   by law to be entered in them; and

                          (b)      give a true and fair view of matters which
                                   ought to appear in them and do not contain or
                                   reflect any material inaccuracies or
                                   discrepancies.

                  14.4.2  The Company has received no notice or allegation that
                          any of its accounts, books, ledgers, financial and
                          other records is incorrect or should be rectified.


<PAGE>   46


                  14.4.3  Where any of the records are kept on computer, the
                          Company is owner of all hardware and all software
                          licences necessary to enable it to use the records as
                          they have been used in the business prior to the date
                          of this Agreement and the Company does not share any
                          hardware or software relating to those records with
                          any person.

         14.5     General
                  -------

                  The Company:-

                  14.5.1  does not use on its stationery or vehicles, or
                          otherwise carry on business under, any name other than
                          its corporate name; and

                  14.5.2  does not have any branch or place of business outside
                          England or any permanent establishment outside the
                          United Kingdom.

         14.6     Returns
                  -------

                  The Company has complied with the provisions of the Act and
                  the European Communities Act 1972 and all returns,
                  particulars, resolutions and other documents required under
                  any legislation to be delivered by or on behalf of the Company
                  to the Registrar of Companies or to any other authority have
                  been properly made and/or delivered.

15.      INSOLVENCY
         ----------

         15.1     Winding-Up Petition etc.
                  ------------------------

                  No order has been made, petition presented, resolution passed
                  or meeting convened for the winding-up of the Company nor has
                  any distress, execution or other process been levied against
                  the Company or action taken to repossess goods in the
                  Company's possession. The Company has not stopped any payment
                  nor is insolvent or unable to pay its debts for the purposes
                  of the Insolvency Act 1986. No petition has been presented for
                  an administration order to be made in relation to the Company
                  nor has any such order been made.

         15.2     Receivership and Administration
                  -------------------------------

                  No receiver (including an administrative receiver), trustee or
                  administrator has been appointed of the whole or any part of
                  the assets or undertaking of the Company and none of the
                  Vendors is aware of any circumstances likely to give rise to
                  the appointment of any such receiver, trustee or
                  administrator.

         15.3     Transactions At An Undervalue
                  -----------------------------

                  The Company has not been a party to any transaction with any
                  third party or parties which would, if any such third party
                  went into liquidation or had a bankruptcy or administration
                  order made in relation to it, constitute (in whole or in part)
                  a transaction at an undervalue, preference or invalid floating

<PAGE>   47


                  charge or otherwise would or might constitute any other
                  transaction or transfer at an undervalue or involving an
                  unauthorised reduction of capital.

16.      THE AGREEMENT
         -------------

         16.1     Capacity
                  --------

                  Each of the Vendors has full power and authority to enter into
                  and perform their respective obligations under this Agreement
                  and the Deed of Indemnity and this Agreement constitutes, and
                  the Deed of Indemnity when executed will constitute, valid and
                  binding obligations on each Vendor in accordance with their
                  respective terms.

         16.2     Compliance
                  ----------

                  Compliance with the terms of this Agreement will not and does
                  not:-

                  16.2.1  relieve any person of any obligation owed to the
                          Company or enable any person to determine any such
                          obligation or result in the creation, imposition,
                          crystallisation or enforcement of any encumbrance on
                          any asset of the Company; or

                  16.2.2  contravene any agreement or arrangement entered into
                          or binding on the Company or give any third party the
                          right of termination or any option so to terminate; or

                  16.2.3  result in any present or future indebtedness of the
                          Company becoming due and payable prior to its stated
                          maturity; or

                  16.2.4  result in a breach of any order, judgement or decree
                          of any court or governmental agency to which any or
                          all of the Vendors is a party or by which any of the
                          Vendors or their respective assets are bound."

         16.3     No Consents Required
                  --------------------

                  Each of the Vendors is entitled to sell and transfer to the
                  Purchaser the full legal and beneficial ownership of the
                  Shares set opposite such Vendor's name in column (3) of Part 3
                  of Schedule 1 on the terms of this Agreement without the
                  consent of any third party.

         16.4     Finder's Fees
                  -------------

                  No person is entitled to receive from the Company any finder's
                  fees, brokerage or other commission in connection with the
                  purchase of the Shares.

         16.5     all consents, authorisations, orders, grants, confirmations,
                  permissions and approvals necessary for or in respect of the
                  acquisition contemplated by this Agreement have been obtained
                  from all relevant or appropriate governments or governmental,
                  supranational or trade agencies or regulatory bodies without
                  the imposition of any conditions or restrictions, and such
                  consents, authorisations, orders, grants, confirmations,
                  permissions and approvals remain in full force and effect;


<PAGE>   48


17.      BUSINESS SINCE ACCOUNTS DATE
         ----------------------------

         Since the Accounts Date:-

         17.1     the Company has carried on business in the ordinary and usual
                  course [without entering into any transaction, assuming or
                  incurring any liability or making any payment which is not in
                  the ordinary course of its business and without any
                  interruption or alteration in the nature, scope or manner of
                  conducting its business and so as to maintain the same as a
                  going concern];

         17.2     the Company has not borrowed or lent any money or taken any
                  financial facility;

         17.3     the Company has not entered into, or agreed to enter into, any
                  unusual, long term or onerous contracts or commitments;

         17.4     the Company has not allotted or issued, or agreed to allot or
                  issue, any share or loan capital or any other security giving
                  a right over any such capital;

         17.5     the Company has not declared or paid out any dividend or other
                  distribution and no distribution of capital within the meaning
                  of sections 209, 210 or 418 of the 1988 Taxes Act has been
                  made or agreed to be made in respect of any of its share
                  capital;

         17.6     no management charge has been or is to be levied against the
                  Company;

         17.7     no loan (otherwise than in the ordinary course of day to day
                  business) or loan capital has been repaid in whole or in part
                  and no payment for group relief has been made by the Company;

         17.8     the Company has not redeemed or purchased, nor agreed to
                  redeem or purchase, any of its share capital; and

         17.9     there has been no material adverse change in the Company's
                  financial or trading position or prospects.

18.      TAX
         ---


         18.1     Returns, Claims and Disputes
                  ----------------------------

                  18.1.1  The Company has properly and punctually made, or
                          caused to be made, all computations and returns, given
                          all notices, supplied all relevant information
                          required to be supplied and submitted all claims and
                          disclaimers assumed to have been made for the purposes
                          of the Audited Accounts (including for this purpose
                          the accounts for any earlier financial period) to the
                          relevant Taxation Authority.

                  18.1.2  All such information, computations, returns and
                          notices were and remain complete and accurate in all
                          material respects.


<PAGE>   49


                  18.1.3  There is no dispute, or any facts or circumstances
                          likely to give rise to any dispute, with any Taxation
                          Authority as regards either the liability to Tax
                          (whether actual or contingent and including the amount
                          of any fine, penalty or interest) of the Company or
                          the availability of any relief or right to repayment
                          of Tax to the Company.

                  18.1.4  The Company retains sufficient records to calculate
                          the Tax liability or relief arising on any disposal or
                          realisation of any asset owned at the Accounts Date or
                          acquired since that date.

                  18.1.5  To the best of the knowledge of each of the Vendors,
                          no event has occurred or is likely to occur which
                          could give rise to a claim under the Deed of
                          Indemnity.

                  18.1.6  the Company has not nor is it liable to incur any
                          expenditure or pay any rent, interest, annual payment
                          or other sum which is not wholly deductible in
                          computing the taxable profits of the Company.

         18.2     Penalties and Interest
                  ----------------------

                  18.2.1  The Company has duly and punctually paid all Tax for
                          which it is liable and is under no liability to pay
                          any fine, penalty, interest or other charge in
                          connection with any non-payment or claim for Tax.

                  18.2.2  The Company has not made any claim or application to
                          pay any Tax by instalments or to defer payment of any
                          Tax.

         18.3     Capital Duty, Stamp Duty and Stamp Duty Reserve Tax
                  ---------------------------------------------------

                  18.3.1  All documents in the possession or control of the
                          Company or in respect of which the Company has any
                          interest have been duly and properly stamped.

                  18.3.2  The Company has not made any claim for relief from
                          Stamp Duty under section 55 Finance Act 1927, section
                          42 Finance Act 1930, section 78 Finance Act 1985 or
                          sections 75 to 77 Finance Act 1986 or for capital duty
                          relief under Part III Schedule 19 Finance Act 1973.

                  18.3.3  The Company has not entered into any agreement whereby
                          it is or may become liable to Stamp Duty Reserve Tax.

                  18.3.4  The Company has promptly and duly paid all capital
                          duty and loan capital duty for which it is liable.

         18.4     VAT
                  ---

                  18.4.1  The Company is a registered and taxable person for the
                          purpose of VATA and has fully complied with all
                          provisions, regulations, orders and directions
                          relating to VAT. So far as the Vendors are aware all
                          input VAT incurred by the Company is fully recoverable
                          by The Company.


<PAGE>   50


                  18.4.2  The Company has neither applied nor been treated as
                          belonging to a group of companies for the purpose of
                          section 43 VATA.

                  18.4.3  There are no outstanding notices from the
                          Commissioners of Customs and Excise in respect of any
                          late submission of VAT returns or late payment of VAT
                          by the Company.

                  18.4.4  All VAT and duties payable in respect of any assets
                          (including trading stock) imported or owned by the
                          Company have been paid in full.

                  18.4.5  Full particulars have been disclosed in the Disclosure
                          Letter of any claim by the Company for bad debt relief
                          under section 22 of the Value Added Tax Act 1983 or
                          section 36 VATA and the regulations pursuant to the
                          same.

                  18.4.6  No circumstances exist whereby the Company would or
                          might become liable for VAT as an agent or otherwise
                          under section 47 VATA.

                  18.4.7  The Company has not been required to give security
                          under paragraph 4 Schedule 11 VATA.

                  18.4.8  The Company has not made an election under paragraph 2
                          Schedule 10 VATA in respect of any property nor has
                          the Company received notice of such an election from
                          the holder or any interest immediately superior to
                          that held by the Company in respect of any property.

                  18.4.9  Since 1 April 1989, the Company has not occupied or
                          otherwise had any interest in a building or civil
                          engineering works within the meaning of paragraph (a)
                          Item 1 Group 1 Part II Schedule 9 VATA.

                  18.4.10 There are no circumstances in which the provisions of
                          paragraph 6 Schedule 10 VATA or the provisions of the
                          Value Added Tax (General Amendment) (No. 4)
                          Regulations 1989 may apply to the Company.

         18.5     Income Tax and Withholding Tax
                  ------------------------------

                  18.5.1  The Company has complied promptly and in full with all
                          legislation and regulations relating to PAYE and the
                          taxation of employee benefits including (without
                          limitation) income tax in relation to sub-contractors
                          tax deduction scheme and casual labour and relating to
                          National Insurance Contributions (including employers
                          contributions).

                  18.5.2  The Company has made in full all deductions in respect
                          of any Tax from any payments made by it which it is
                          obliged or entitled to make and has accounted in full
                          to the appropriate Taxation Authority in respect of
                          the same.


<PAGE>   51


         18.6     Capital Gains
                  -------------

                  18.6.1  The Company has not acquired any asset otherwise than
                          at market value as at the time of acquisition and
                          there are no circumstances in which the Company has
                          incurred or may incur loss or liability pursuant to
                          sections 17, 30, 31, 32, 176 or 177 TCGA.

                  18.6.2  The Company has not made any claim or election under:-

                          (a)      section 24 TCGA (assets of negligible value);

                          (b)      section 279 TCGA (assets situated outside the
                                   United Kingdom);

                          (c)      section 162 TCGA (transfer of a business to a
                                   company);

                          (d)      section 152 or 153 TCGA (replacement of
                                   business assets).

                  18.6.3  The Company has not been a party to any transaction
                          involving securities or shares to which section 106
                          TCGA applies or may apply.

         18.7     Groups and Reorganisations
                  --------------------------

                  18.7.1  Full particulars have been disclosed in the Disclosure
                          Letter of any claim, election or surrender made by the
                          Company under any of the following:-

                          (a)      section 247 1988 Taxes Act (dividends paid by
                                   one member of a group to another);

                          (b)      section 152 or 153 TCGA (replacement of
                                   business assets);

                          (c)      section 239 or 240 1988 Taxes Act (set-off of
                                   surplus ACT);

                          (d)      section 402 1988 Taxes Act (surrender of
                                   relief);

                          (e)      section 171 TCGA (groups of companies).

                  18.7.2  The Company has not been a party to any transactions
                          falling within sections 135, 136, 139, 140, 171 or 173
                          TCGA or sections 116, 395 or 410 1988 Taxes Act.

                  18.7.3  The Company has not ceased to be a member of a group
                          of companies for the purposes of section 178 or 179
                          TCGA (otherwise than as part of a merger to which
                          section 181 TCGA applies).

         18.8     Losses
                  ------

                  18.8.1  Full details have been disclosed in the Disclosure
                          Letter of:-

                          (a)      all losses (whether trading or capital
                                   losses) carried forward by the Company; and


<PAGE>   52


                          (b)      all unrelieved advance corporation tax or
                                   excess franked investment income available to
                                   the Company.

                  18.8.2  During the period since incorporation of the Company:-

                          (a)      there has been no major change in the nature
                                   or conduct of a trade carried on by the
                                   Company; or

                          (b)      the scale of activities of any trade carried
                                   on by the Company has not been small or
                                   negligible within the meaning of sections 245
                                   or 768 ICTA.

         18.9     Close Companies
                  ---------------

                  18.9.1  The Company is not liable to Tax under sections 419 or
                          422 1988 Taxes Act in respect of any loan to a
                          participator and there is no loan outstanding to the
                          Company on which any interest paid would be a
                          distribution.

                  18.9.2  The Company is not, nor has been, a close investment
                          company within the meaning of section 13A 1988 Taxes
                          Act.

         18.10    Capital Allowance
                  -----------------

                  18.10.1 Full disclosure has been made to the Purchaser of all
                          capital expenditure qualifying for capital allowances
                          and all balancing adjustments pursuant to the Capital
                          Allowances Act 1990 in respect of any accounting
                          period (as defined in section 12 1988 Taxes Act) of
                          the Company ended on or before the Accounts Date.

                  18.10.2 Save as disclosed in the Audited Accounts, since the
                          end of the last such accounting period referred to in
                          paragraph 18.10.1, the Company has not done, omitted
                          to do, agreed to do or permitted to be done any act as
                          a result of which there may be made either a balancing
                          charge in respect of such capital expenditure or any
                          recovery of excess relief within the provisions of the
                          Capital Allowances Act 1990.

                  18.10.3 On the disposal by the Company of any asset owned by
                          it at the date of this Agreement at the value at which
                          that asset is stated in the Audited Accounts, neither
                          a chargeable gain nor a balancing charge under the
                          Capital Allowances Act 1990 would arise (and for the
                          purpose of this paragraph 18.10.3 any relief or
                          allowance available to the Company, other than a sum
                          falling to be deducted under section 38 TCGA, shall be
                          disregarded).

         18.11    Distributions
                  -------------

                  18.11.1 The Company has not made any distribution within the
                          meanings of sections 209, 210 or 418 1988 Taxes Act
                          save as provided in its audited accounts.


<PAGE>   53


                  18.11.2 The Company has not made a capital distribution within
                          the meaning of section 122(5) TCGA or to which section
                          189 TCGA applies.

         18.12    Inheritance Tax
                  ---------------

                  18.12.1 The Company has not made any transfer of value within
                          the meaning of sections 94 or 99 Inheritance Tax Act
                          1984.

                  18.12.2 No person has by virtue of section 212 Inheritance Tax
                          Act 1984 any power of sale, mortgage or charge in
                          respect of any share in or asset of the Company.

                  18.12.3 There is no outstanding Inland Revenue charge under
                          section 237 Inheritance Tax Act 1984 over the assets
                          or the shares in the Company.

         18.13    Miscellaneous
                  -------------

                  18.13.1 The Company has not been a party to any transaction to
                          which section 56 1988 Taxes Act applies or may apply.

                  18.13.2 The Company has not issued nor acquired any deep
                          discount securities as defined by Schedule 4 paragraph
                          1(1) 1988 Taxes Act or disposed of a corporate bond in
                          circumstances to which sections 64(5) or 64(6) Finance
                          Act 1984 applies or may apply.

                  18.13.3 The Company is not entitled to the benefit of any debt
                          other than as original creditor.

                  18.13.4 The Company has not lost nor will it lose any
                          entitlement to relief under sections 37, 87 or 399
                          1988 Taxes Act.

                  18.13.5 The Company has not made any claim under sections 584
                          or 585 1988 Taxes Act.

                  18.13.6 The Company has not received nor knows of any
                          circumstances under which it may receive payment of
                          any enterprise allowance within the meaning of section
                          127 1988 Taxes Act.

                  18.13.7 Full details have been disclosed of any charities
                          payroll deduction scheme within the meaning of section
                          202 1988 Taxes Act or any qualifying donation within
                          the meaning of section 339 1988 Taxes Act operated or
                          made by the Company.

         18.14  Residency
                ---------

                  18.14.1 The Company does not have dual residency for Tax
                          purposes.

                  18.14.2 No event has occurred which could give rise to the
                          Company suffering a liability under sections 765 to
                          767 or 770 1988 Taxes Act.


<PAGE>   54


         18.15    Anti Avoidance
                  --------------

                  18.15.1 The Company has not been a party to or otherwise
                          involved in any scheme or arrangement designed wholly
                          or mainly for the purpose of avoiding or deferring Tax
                          liability.

                  18.15.2 The Company has not been concerned in any transaction
                          in which any of the following provisions have been or
                          could be applied except where all applicable
                          clearances (based on the full disclosure of all
                          material facts) have been obtained and disclosed in
                          the Disclosure Letter:-

                          (a)       sections 35 to 36 1988 Taxes Act;

                          (b)       sections 213 to 218 1988 Taxes Act;

                          (c)       sections 219 to 229 1988 Taxes Act;

                          (d)       section 703 1988 Taxes Act;

                          (e)       sections 729 to 745 1988 Taxes Act;

                          (f)       sections 757 to 760 1988 Taxes Act;

                          (g)       sections 774 to 776 1988 Taxes Act;

                          (h)       sections 779 to 786 1988 Taxes Act;

                          (i)       sections 135 to 137 TCGA; and

                          (j)       section 192 TCGA.




<PAGE>   55


                                   SCHEDULE 4
                                   ----------
                         (DOCUMENTS IN THE AGREED TERMS)

1        Service agreement between the Company and M. White.

2        Subordinated Loan Stock Instrument.

3        Exclusive distributor agreement between the Company and Vision
         Navigation Systems Limited.

4.       Accounts.

5.       Disclosure Letter.

6.       EMG Agreement.

7.       Agreement with Intersat France S.a.r.l.

8.       Subordinated Stock Pledge Agreement.

9.       Standby and Subordination Agreement.

10.      Personal Guaranty.

11.      Memorandum of Deposit.



<PAGE>   56


Signed by                  )
for and on behalf of       )
THE O'GARA COMPANY         )
in the presence of         )






Signed by PASCAL MARIE     )
CHARLES PETIT in the       )
presence of:-              )



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


Name:

Address:

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

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

Occupation:..................................





<PAGE>   57




Signed by ALEXANDER        )
AGNEW STEWART WHITE        )
in the presence of:-       )



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


Name:

Address:

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

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

Occupation:..................................






Signed by MARK BRIAN       )
WHITE in the presence of:- )



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


Name:

Address:

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

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

Occupation:..................................