<Page>

                                                                    Exhibit 10.1


DATED                                                           MARCH 22ND, 2002
--------------------------------------------------------------------------------







                                 (1) ASPEON INC.

                                     - AND -

                           (2) BROOMCO (2647) LIMITED




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

                                    AGREEMENT
                                   relating to

                    the sale and purchase of the whole of the
                    issued share capital of Javelin Holdings
                             International Limited

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











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

<Page>



                                    CONTENTS

1.   DEFINITIONS AND INTERPRETATION............................................1

2.   SALE AND PURCHASE OF SHARES...............................................5

3.   CONSIDERATION.............................................................5

4.   COMPLETION................................................................5

5.   VENDOR'S WARRANTIES.......................................................5

6.   PURCHASER'S WARRANTY......................................................6

7.   VENDOR'S COVENANTS........................................................7

8.   INTER-COMPANY DEBT........................................................9

9.   ESCROW AGREEMENT.........................................................10

10.  TOOLING..................................................................10

11.  TRANSFER OF ASSETS.......................................................10

12.  FURTHER ASSURANCE AND ATTORNEY...........................................10

13.  INFORMATION..............................................................10

14.  ANNOUNCEMENTS............................................................11

15.  COSTS....................................................................11

16.  SUCCESSORS AND ASSIGNMENT................................................11

17.  ENTIRE AGREEMENT.........................................................11

18.  TIME FOR PERFORMANCE.....................................................12

19.  VARIATIONS...............................................................12

20.  WAIVER...................................................................12

21.  AGREEMENT CONTINUES IN FORCE.............................................12

22.  SEVERABILITY.............................................................12

23.  NOTICES..................................................................12

24.  COUNTERPARTS.............................................................13

25.  THIRD PARTY RIGHTS.......................................................13

26.  GOVERNING LAW AND DISPUTE RESOLUTION.....................................13

<Page>


SCHEDULE 1....................................................................14

     PART 1   14

     THE COMPANY..............................................................14

     PART 2   15

     THE SUBSIDIARIES.........................................................15

SCHEDULE 2....................................................................16

     THE WARRANTIES...........................................................16

SCHEDULE 3....................................................................18

     COMPLETION...............................................................18

ANNEXURE A....................................................................20





<Page>

THIS AGREEMENT is made on March 22nd, 2002

BETWEEN

(1)      ASPEON INC.

(2)      BROOMCO (2647) LIMITED

THIS AGREEMENT is made on  March 22nd, 2002

BETWEEN

(1)      ASPEON INC. (a Delaware Corporation) whose principal place of business
         is at 16832 Red Hill Avenue, Irvine, California, CA 606 USA ("VENDOR");
         and

(2)      BROOMCO (2647) LIMITED a company registered in England and Wales with
         number 4261386 whose registered office is at Fountain Precinct, Balm
         Green, Sheffield S1 1RZ ("PURCHASER").

BACKGROUND

A        Javelin Holdings International Limited ("COMPANY") is a private company
         limited by shares. Further information relating to the Company and its
         Subsidiaries is set out in schedule 1.

B        The Vendor is the beneficial owner or is otherwise able to procure the
         transfer of the Shares.

C        The Vendor has agreed to sell and the Purchaser has agreed to purchase
         the Shares for the consideration and upon the terms and conditions set
         out in this agreement.

IT IS HEREBY AGREED:

1.       DEFINITIONS AND INTERPRETATION

         1.1      In this agreement the following words and expressions shall
                  (except where the context otherwise requires) have the
                  following meanings:

                  "1985 ACT" means the Companies Act 1985;

                  "1989 ACT" means the Companies Act 1989;

                  "ACCOUNTS" means the unaudited accounts of the Company and the
                  Subsidiaries comprising (inter alia) the unaudited balance
                  sheet as at the Accounts Date and the unaudited profit and
                  loss account for the period ended on the Accounts Date as
                  attached as appendix A;

                  "ACCOUNTS DATE" means 30 June 2001;

                  "BUSINESS DAY" means a day other than a Saturday or Sunday on
                  which banks are open for commercial business in the City of
                  London;

                                                                               1

<Page>

                  "BUSINESS INTELLECTUAL PROPERTY" means all Intellectual
                  Property used, or required to be used, by the Company or any
                  of the Subsidiaries in, or in connection with, its business;

                  "COMPANIES ACTS" means the 1985 Act, the 1989 Act and the
                  Companies Consolidation (Consequential Provisions) Act 1985;

                  "COMPLETION" means the performance of all the obligations of
                  the parties to this agreement set out in clause 4;

                  "COMPLETION BOARD MINUTES" means minutes of meetings of the
                  boards of directors of the Company and the Subsidiaries in the
                  agreed form;

                  "COMPLETION DATE" means the date of this agreement;

                  "CONFIDENTIAL INFORMATION" means information (however stored)
                  created on or at any time prior to Completion relating to or
                  connected with the business, customers or financial or other
                  affairs of the Company or any of the Subsidiaries details of
                  which are not in the public domain including, without
                  limitation, information concerning or relating to:

                  (a)      the Business Intellectual Property and any other
                           property of the Company or any member of the Group in
                           the nature of intellectual property;

                  (b)      any technical processes, future projects, business
                           development or planning, commercial relationships and
                           negotiations; and

                  (c)      the marketing of goods or services including, without
                           limitation, customer, client and supplier lists,
                           price lists, sales targets, sales statistics, market
                           share statistics, market research reports and surveys
                           and advertising or other promotional materials and
                           details of contractual arrangements and any other
                           matters concerning the clients or customers of or
                           other persons having dealings with the Company or any
                           member of the Group,

                  provided that this shall not apply to any Confidential
                  Information which relates to any product or products sold
                  under the "Javelin" trade name and which are the exclusive
                  property of the Vendor.

                  "CONSIDERATION" means the consideration for the Shares set out
                  in clause 3.

                  "ENCUMBRANCE" means a mortgage, charge, pledge, lien, option,
                  restriction, equity, right to acquire, right of pre-emption,
                  third party right or interest, other encumbrance or security
                  interest of any kind or any other type of preferential
                  arrangement (including, without limitation, a title transfer
                  and retention arrangement) having similar effect;

                  "ESCROW AGREEMENT" means an agreement to be entered into
                  between the Vendor and the Purchaser in a form to be agreed
                  between them, pursuant to which, inter alia, the Vendor shall
                  deposit with an escrow agent, an electronic copy of the
                  designs of the Viper and subsequent products of the Vendor
                  known as "Agile", such data to be updated by the Vendor on a
                  monthly basis;

                  "GROUP" means the Company and its subsidiary undertakings from
                  time to time and references to a "member of the Group" or a
                  "Group member" shall be construed accordingly;

                                                                               2

<Page>


                  "INTELLECTUAL PROPERTY" includes patents, inventions,
                  know-how, trade secrets and other confidential information,
                  registered designs, copyrights, data, database rights, design
                  rights, rights affording equivalent protection to copyright,
                  database rights and design rights, semiconductor topography
                  rights, trade marks, service marks, logos, domain names,
                  business names, trade names, moral rights, and all
                  registrations or applications to register any of the aforesaid
                  items, rights in the nature of any of the aforesaid items in
                  any country or jurisdiction, rights in the nature of unfair
                  competition rights and rights to sue for passing-off;

                  "JADE" means Jade Communications Limited

                  "JSE" means Javelin Systems Europe Limited;

                  "LICENCE AGREEMENT" means an agreement to be entered into
                  between Javelin Systems International Pte Limited and the
                  Purchaser in a form to be agreed between the Vendor and the
                  Purchaser, pursuant to which, inter alia, Javelin Systems
                  International Pte Limited shall grant to the Purchaser a
                  licence to use all tooling required in the manufacture of the
                  Viper and subsequent products, for an annual fee of $5,000;

                  "MANAGERS" means Moray Boyd, Anthony Sampson, Mark Brackley
                  and Alex Nelson;

                  "PROPERTIES" means the leasehold land and premises at Units 35
                  and 36 Stakehill Industrial Estate, Middleton, Manchester and
                  at Clayton Road, Birchwood, Warrington and any part or parts
                  thereof;

                  "PURCHASER'S ACCOUNTANTS" means BDO Stoy Hayward of Commercial
                  Buildings, 11-15 Cross Street, Manchester M2 4WE;

                  "PURCHASER'S SOLICITORS" means DLA of 101 Barbirolli Square,
                  Manchester M2 3DL (Ref: E Montorio/S Horsley);

                  "SHARES" means the 263,500 issued and allotted ordinary shares
                  of (pound)1 each in the capital of the Company comprising the
                  whole of the issued share capital of the Company;

                  "SUBSIDIARIES" means all the subsidiary undertakings of the
                  Company at the date hereof further details of which are set
                  out in part 1 of schedule 2 and "Subsidiary" shall mean any of
                  them;

                  "VENDOR'S GROUP" means the Vendor, any holding company of the
                  Vendor, any subsidiary of the Vendor and any subsidiary of any
                  such holding company from time to time;

                  "VENDOR'S SOLICITORS" means Paul, Hastings, Janofsky & Walker
                  LLP of Tower 42, 25 Old Broad Street, London EC2N 1HQ (Ref: K.
                  Ott);

                  "WARRANTIES" means the warranties contained or referred to in
                  clause 5 and schedule 2;

         1.2      In this agreement where the context admits:


                                                                               3
<Page>


                  1.2.1    words and phrases which are defined or referred to in
                           or for the purposes of the Companies Acts have the
                           same meanings in this agreement (unless otherwise
                           expressly defined in this agreement);

                  1.2.2    sections 5, 6, 8 and 9 of and schedule 1 to the
                           Interpretation Act 1978 apply in the same way as they
                           do to statutes;

                  1.2.3    reference to a statutory provision includes reference
                           to:

                           1.2.3.1  any order, regulation, statutory instrument
                                    or other subsidiary legislation at any time
                                    made under it for the time being in force
                                    (whenever made);

                           1.2.3.2  any modification, amendment, consolidation,
                                    re-enactment or replacement of it or
                                    provision of which it is a modification,
                                    amendment, consolidation, re-enactment or
                                    replacement except to the extent that any
                                    modification, amendment, consolidation,
                                    re-enactment or replacement made after the
                                    date of this agreement would increase the
                                    liability of any of the parties hereto;

                  1.2.4    reference to statutory obligations shall include
                           obligations arising under Articles of the Treaty
                           establishing the European Community and regulations
                           and directives of the European Union as well as
                           United Kingdom acts of Parliament and subordinate
                           legislation;

                  1.2.5    reference to a clause, schedule or paragraph is to a
                           clause, schedule or a paragraph of a schedule of or
                           to this agreement respectively;

                  1.2.6    reference to the parties to this agreement includes
                           their respective successors, permitted assigns and
                           personal representatives;

                  1.2.7    reference to any party to this agreement comprising
                           more than one person includes each person
                           constituting that party;

                  1.2.8    reference to any gender includes the other gender;

                  1.2.9    reference to any professional firm or company
                           includes any firm or company effectively succeeding
                           to the whole, or substantially the whole, of its
                           practice or business;

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

                  1.2.11   the index, headings and any descriptive notes are for
                           ease of reference only and shall not affect the
                           construction or interpretation of this agreement;

                  1.2.12   this agreement incorporates the schedules to it;

                  1.2.13   a person shall be deemed to be connected with another
                           if that person is so connected within the meaning of
                           section 839 of the Taxes Act;


                                                                               4

<Page>


                  1.2.14   in clause 5 and schedule 2 references to "the
                           Company" shall, in addition to the Company, include
                           every Subsidiary to the intent and effect that the
                           provisions of clause 5 and the Warranties and
                           schedule 2 shall apply to and be given in respect of
                           each Subsidiary as well as the Company;

                  1.2.15   the "agreed form" in relation to any document means
                           the form agreed between the parties to this agreement
                           and, for the purposes of identification only,
                           initialled by or on behalf of the parties.

2.       SALE AND PURCHASE OF SHARES

         The Vendor shall sell with full title guarantee the Shares and the
         Purchaser shall purchase the Shares free from all Encumbrances and
         together with all rights of any nature which are now or which may at
         any time become attached to them or accrue in respect of them including
         all dividends and distributions declared paid or made in respect of
         them on or after the date of this agreement.

3.       CONSIDERATION

         The Consideration payable by the Purchaser to the Vendor for the
         purchase of the Shares shall be $125,995 which shall be paid in cash at
         Completion.

4.       COMPLETION

         4.1      Completion shall take place at the offices of the Purchaser's
                  Solicitors on the Completion Date when each of the parties
                  shall comply with the provisions of schedule 3.

         4.2      The Purchaser shall not be obliged to complete the purchase of
                  the Shares under this agreement unless the Vendor complies
                  fully with its obligations under schedule 3 and unless the
                  purchase of all the Shares is completed simultaneously (but so
                  that completion of the purchase of some of the Shares will not
                  affect the rights of the Purchaser with respect to the
                  others).

         4.3      If Completion does not take place on the Completion Date
                  because the Vendor fails to comply with any of its obligations
                  under schedule 3, the Purchaser may, by notice to the Vendor:

                  4.3.1    proceed to Completion to the extent reasonably
                           practicable;

                  4.3.2    postpone Completion to a date not more than 10
                           Business Days after the Completion Date; or

                  4.3.3    terminate this agreement.

         4.4      If the Purchaser postpones Completion to another date in
                  accordance with clause 4.3.2, the provisions of this agreement
                  apply as if that other date is the Completion Date.

         4.5      If the Purchaser terminates this agreement pursuant to clause
                  4.3.3, each party's further rights and obligations shall cease
                  immediately on termination, but termination shall not affect a
                  party's accrued rights and obligations as at the date of
                  termination.


                                                                               5

<Page>


5.       VENDOR'S WARRANTIES

         5.1      The Vendor warrants and undertakes to the Purchaser that, at
                  the date of this agreement, each of the statements set out in
                  schedule 2 is true, accurate and complete in all respects and
                  not misleading.

         5.2      The Vendor acknowledges that the Purchaser is entering into
                  this agreement in reliance on each Warranty which has also
                  been given as a representation and with the intention of
                  inducing the Purchaser to enter into this agreement and that
                  the Purchaser has been induced to enter into this agreement on
                  the basis of and in full reliance upon them.

         5.3      Each of the Warranties shall be construed as a separate and
                  independent warranty and (except where this agreement provides
                  otherwise) shall not be limited or restricted by reference to
                  or inference from any other term of this agreement or any
                  other Warranty.

         5.4      The rights and remedies of the Purchaser in respect of any
                  breach of any of the Warranties shall survive Completion.

         5.5      The Vendor waives and may not enforce any right which it may
                  have in respect of any misrepresentation, inaccuracy or
                  omission in or from any information or advice supplied or
                  given by the Company or its officers or employees in enabling
                  the Vendor to give the Warranties and any representations.

         5.6      Warranties shall not be deemed in any way modified or
                  discharged by reason of any investigation made or to be made
                  by or on behalf of the Purchaser or by reason of any
                  information relating to the Company of which the Purchaser has
                  knowledge (actual, implied or constructive).

         5.7      The Purchaser accepts the benefit of clause 5 (including,
                  without limitation, the Warranties) for itself and as trustee
                  for each undertaking which is at any time a subsidiary
                  undertaking of the Purchaser.

6.       PURCHASER'S WARRANTY

         6.1      Subject to clauses 6.1.5 and 6.3, the Purchaser warrants to
                  the Vendor that none of the Managers has:-

                  6.1.1    created any liability, borrowings or indebtedness in
                           the nature of borrowings;

                  6.1.2    created any guarantee, indemnity or undertaking
                           (whether or not legally binding); or

                  6.1.3    created any Encumbrance or any obligations (including
                           a conditional obligation) to create an Encumbrance to
                           which the Vendor is subject or bound; or

                  6.1.4    so far as the Purchaser is aware, entered into an
                           agreement or arrangement to allot or issue shares in
                           the capital of the Company or the Subsidiaries to any
                           person or to grant the right (whether conditional or
                           not) to require the allotment or issue of any share
                           in the capital of the Company or the


                                                                               6

<Page>


                           Subsidiaries (including without limitation an option
                           or right of pre-emption or conversion) to any person.

                  6.1.5    so far as the Purchaser is aware, there is no
                           Encumbrance on, over or affecting the shares in the
                           Subsidiaries and so far as the Purchaser is aware,
                           there is no agreement or commitment in relation to
                           the shares in the Subsidiaries to give or create any
                           Encumbrance or negotiations which may lead to such an
                           agreement or commitment and so far as the Purchaser
                           is aware, no claim has been made by any person to be
                           entitled to an Encumbrance in relation thereto.

         6.2      There shall be excluded from the warranties set out at clause
                  6.1:-

                  6.2.1    any matters which have been created or caused to be
                           created as a consequence of any act or omission of
                           Alex Nelson at any time when he was an employee of
                           the Vendor;

                  6.2.2    any matter or thing by which the Vendor is bound or
                           in respect of which the Vendor is subject solely by
                           virtue of the Company and/or the Subsidiaries being a
                           member of the Vendor's Group but not otherwise; or

                  6.2.3    any matter or claim relating to or connected in any
                           way with Mr Green, Mr Scarlett or Contech Consultants
                           Limited or in respect of any claim made by any of Mr
                           Green, Mr Scarlett or Contech Consultants Limited or
                           any persons connected with them.

         6.3      Reference to the awareness of the Purchaser shall mean actual
                  knowledge of each Manager (not having made enquiry of each
                  other) at the date of this agreement.

         6.4      The Purchaser hereby undertakes to use its best endeavours
                  (but this shall not include, the giving of any personal
                  guarantees or providing bank guarantees or any other security
                  in respect of the same) to procure that the Vendor is released
                  from the guarantee given by Vendor as set out in clause 18 of
                  a lease of land and buildings at Clayton Road, Birchwood
                  Warrington dated 31 July 1998 as made between Manweb plc (1)
                  Javelin Systems (Europe) Limited (2) and the Vendor (3), ("THE
                  GUARANTEE") on or before 1 September 2003 and in any event
                  shall procure that the Vendor is released from the Guarantee
                  on or before 1 September 2003 and until such release the
                  Purchaser shall keep the Vendor fully and effectually
                  indemnified against all costs, charges, expenses, demands and
                  other payments suffered by the Vendor as a result of claims
                  being made by Manweb plc(or its successors in title or
                  assignees) against the Vendor under the Guarantee.

7.       VENDOR'S COVENANTS

         7.1      The Vendor undertakes to and covenants with the Purchaser that
                  (except with the consent in writing of the Purchaser) it will
                  not and shall procure that each member of the Vendor's Group
                  will not at any time after Completion:

                  7.1.1    use or procure or cause or (so far as he is able)
                           grant the right to any person to use any name or
                           names identical or similar to or including the word
                           "Jade" anywhere in this world or any colourable
                           imitation thereof in connection with any activity
                           whatsoever;

                  7.1.2    do or say anything which is likely or intended to
                           damage the goodwill or reputation of the Company or
                           any other member of the Group or of any


                                                                               7
<Page>


                           business carried on by any member of the Group or
                           which may lead any person to cease to do business
                           with the Company or any other member of the Group on
                           substantially equivalent terms to those previously
                           offered or not to engage in business with the Company
                           or any other member of the Group.

         7.2      The Vendor undertakes to and covenants with the Purchaser that
                  (except with the consent in writing of the Purchaser) it will
                  not and shall procure that each member of the Vendor's Group
                  will not for a period of 3 years after Completion (except as
                  required by law or by any regulatory authority) disclose or
                  divulge to any person (other than to officers or employees of
                  the Vendor whose province it is to know the same) or use
                  (other than for the benefit of the Purchaser) any Confidential
                  Information which may be within or have come to its knowledge
                  and it shall use all reasonable endeavours to prevent such
                  publication, disclosure or misuse of any Confidential
                  Information.

         7.3      The Vendor undertakes to and covenants with the Purchaser that
                  it will not and will procure that each member of the Vendor's
                  Group will not, for a period of two years after the date of
                  this agreement, either on its own behalf or jointly with, or
                  as agent for any other person, directly or indirectly:

                  7.3.1    approach, canvass, solicit or otherwise act with a
                           view to enticing away from or seeking in competition
                           with any business of the Company or any of the
                           Subsidiaries the custom of any person who at any time
                           during the period of 12 months preceding the
                           Completion Date is or has been a customer of the
                           Company or any of the Subsidiaries and during such
                           period shall not use its knowledge of or influence
                           over any such customer to the detriment of the
                           Company or any of the Subsidiaries;

                  7.3.2    seek to contract with or engage (in such a way as
                           adversely to affect the business of the Company or
                           any of the Subsidiaries as carried on at the date of
                           this agreement) any person who has been contracted
                           with or engaged to supply products, goods, materials
                           or services to the Company or any of the Subsidiaries
                           at any time during the period of 12 months preceding
                           the date of this agreement,

                  7.3.3    approach, canvass, solicit or otherwise endeavour to
                           entice away any person who at any time during the
                           period of six months preceding the Completion Date
                           shall be or shall have been an employee, officer, or
                           manager, of the Company or any of the Subsidiaries
                           with a view to the specific knowledge or skills of
                           such person being used by or for the benefit of any
                           person carrying on business in competition with the
                           business carried on by the Company or any of the
                           Subsidiaries;

                  7.3.4    approach, canvas, solicit any person who at any time
                           during the period of six months preceding the
                           Completion Date shall have been a consultant,
                           sub-contractor or agent of the Company or of any of
                           the Subsidiaries with a view to using the knowledge
                           or skills of such person to the detriment of the
                           Company or the Subsidiaries.

         7.4      Each of the covenants contained in clauses 7.1, 7.2 and 7.3
                  shall constitute an entirely separate and independent
                  restriction on the Vendor.

         7.5      References in this clause 6.1 to the "business of the Company
                  or any of the Subsidiaries" shall include the business of the
                  Company and/or any of the


                                                                               8

<Page>


                  Subsidiaries that may from time to time be transferred to any
                  company within the Group.

         7.6      The Vendor agrees and acknowledges that the restrictions
                  contained in this clause 6.1 are fair and reasonable and
                  necessary to assure to the Purchaser the full value and
                  benefit of the Shares but, in the event that any such
                  restriction shall be found to be void or unenforceable but
                  would be valid and effective if some part or parts thereof
                  were deleted, such restriction shall apply with such deletion
                  as may be necessary to make it valid and effective.

8.       INTER-COMPANY DEBT

         8.1      The Purchaser shall on Completion procure the repayment by the
                  Company of:

                  8.1.1    the sum of $624,005 being part of the outstanding
                           indebtedness of the Company to the Vendor; and

                  8.1.2    the outstanding indebtedness of JSE to the Vendor of
                           $200,000

                           (together "INTER-COMPANY DEBT").

         8.2      The sum of $175,000 ("BALANCE"), being the balance of the
                  outstanding indebtedness of the Company to the Vendor shall,
                  subject to clauses 8.3 and 8.4 be payable in six equal
                  calendar monthly instalments (each an "INSTALMENT"). The first
                  Instalment shall be payable on the expiration of one calendar
                  month from the date of this agreement together with interest
                  on the amount of the Balance outstanding at the end of each
                  month at the rate of 10 per cent. per annum on the basis of
                  the number of days elapsed and a 365 day year. In the event
                  that an Instalment is payable on a day not being a Business
                  Day, such Instalment shall be payable on the next Business
                  Day. Any such repayment of the Balance or interest due shall
                  be made without (and free and clear of any deduction for) set
                  off or counterclaim.

         8.3      In the event that the Vendor enters into any arrangement with
                  its creditors or analogous arrangements or is deemed to be
                  insolvent or unable to pay its debt or a resolution or
                  petition is presented for its winding up or is subject to
                  Chapter 7 or Chapter 11 proceedings or any analogous
                  proceedings (an "INSOLVENCY EVENT"), any Instalments not yet
                  paid to the Vendor shall immediately cease to be payable. If
                  any such Insolvency Event ceases to apply to the Vendor within
                  six months of the date of such Insolvency Event and no other
                  Insolvency Event has occurred (which has not ceased within six
                  months) any Instalments not yet paid shall become repayable in
                  accordance with clause 8.2.

         8.4      If both the Escrow Agreement and the Licence Agreement are
                  entered into prior to the payment of the total amount of the
                  Balance, any amount of unpaid Balance together with any
                  interest accrued on such Balance pursuant to clause 8.2 shall
                  be immediately payable by the Purchaser to the Vendor whether
                  such sum has fallen due for payment pursuant to clause 8.2 or
                  not.

         8.5      The Vendor shall on Completion procure the repayment of the
                  outstanding indebtedness of:

                  8.5.1    $64,886 by Javelin Systems International Pte Limited
                           to JSE; and

                  8.5.2    $35,598 by Javelin Australia to JSE.


                                                                               9

<Page>


         8.6      The Vendor shall on Completion repay the outstanding
                  indebtedness of $89,748 by the Vendor to Jade.

         8.7      The receipt of the Vendor's Solicitor in respect of the
                  amounts payable pursuant to clauses 8.1.1 and 8.1.2 shall be a
                  full discharge in respect of the indebtedness referred to in
                  clauses 8.1.1 and 8.1.2 and the receipt of the Purchaser's
                  Solicitor in respect of amounts payable pursuant to clauses
                  8.5.1, 8.5.2 and 8.6 shall be a full discharge in respect of
                  the indebtedness referred to in clauses 8.5.1, 8.5.2 and 8.6.

9.       ESCROW AGREEMENT

         The Parties hereby undertake to each other to use their best endeavours
         to procure that the Escrow Agreement is entered into as soon as
         possible immediately following the signing of this agreement and the
         parties shall negotiate the Escrow Agreement and conduct such
         negotiations in good faith and with all due haste.

10.      TOOLING

         The Vendor hereby undertakes to the Purchaser to use its best
         endeavours to procure that Javelin Systems International Pte Limited
         shall enter into the Licence Agreement as soon as possible immediately
         following the signing of this agreement and the parties shall negotiate
         the Escrow Agreement and conduct such negotiations in good faith and
         with all due haste.

11.      TRANSFER OF ASSETS

         The Vendor hereby undertakes to the Purchaser to procure that, in the
         event that the Vendor or any other member of the Vendor's Group owns
         any assets which are recorded, noted or referred to in the accounts,
         books, registers or other financial records of the Company or any of
         the Subsidiaries, which are used by the Company or any other member of
         the Group, then the Vendor or such member of the Vendor's Group (as the
         case may be) shall:

         11.1     if such assets are used exclusively by the Company or any
                  member of the Group transfer gratuitously such assets
                  absolutely to the Purchaser or the Company or any member of
                  the Group as the Purchaser shall so direct; or

         11.2     if such assets are not used exclusively by the Company or any
                  member of the Group grant to the Purchaser or the Company or
                  any member of the Group as the Purchaser shall so direct a
                  gratuitous perpetual worldwide licence to use such assets.

12.      FURTHER ASSURANCE AND ATTORNEY

         12.1     On and after Completion, the Vendor shall, at the request of
                  the Purchaser, do and execute or procure to be done and
                  executed all such acts, deeds, documents and things as may be
                  necessary to give effect to this agreement.

         12.2     On and after Completion, at the request of the Purchaser, the
                  Vendor shall execute or procure the execution under seal or as
                  a deed of a power of attorney in the agreed form in favour of
                  the Purchaser or such person as may be nominated by the
                  Purchaser generally in respect of the Shares and in particular
                  to enable the Purchaser (or its nominee) to attend and vote at
                  general meetings of the Company during the period prior to the
                  name of the Purchaser (or its nominee) being entered on the
                  register of members of the Company in respect of the Shares.


                                                                              10

<Page>


13.      INFORMATION

         13.1     The Vendor shall provide or procure to be provided to the
                  Purchaser all such information in their possession or under
                  its control as the Purchaser shall from time to time
                  reasonably require relating to the business and affairs of the
                  Company and/or any of the Subsidiaries and in any case where
                  such information is not the exclusive property of the Company
                  and/or any of the Subsidiaries will give or procure to be
                  given to the Purchaser, its directors and agents reasonable
                  access to such information and will permit the Purchaser to
                  take copies of the same.

         13.2     Subject to clause 13.3 the Purchaser hereby agrees that for
                  the period of seven years from the Completion Date it will
                  allow the Vendor and its representatives reasonable access to
                  those financial records of the Company and the Subsidiaries
                  which relate to the period prior to Completion.

         13.3     The Vendor undertakes to pay all reasonable costs incurred by
                  the Purchaser or any member of the Group in complying with
                  clause 13.2.

14.      ANNOUNCEMENTS

         No announcement, communication or circular concerning this agreement
         shall be made by or on behalf of the parties hereto without the prior
         approval of the other or others (such approval not to be unreasonably
         withheld or delayed) save for:

         14.1     announcements to employees, customers, suppliers and agents of
                  the Company and/or any of the Subsidiaries and/or the
                  Purchaser and/or any company which is a member of the same
                  group as the Purchaser in such form as may be reasonably
                  required by the Purchaser; and

         14.2     such announcements as may be required by statute and/or any
                  regulatory authority and/or the Securities and Exchange
                  Commission.

15.      COSTS

         Other than expressly provided in this agreement, each of the parties
         shall bear and pay its own legal, accountancy and other fees and
         expenses incurred in and incidental to the preparation and
         implementation of this agreement and of all other documents in the
         agreed form.

16.      SUCCESSORS AND ASSIGNMENT

         16.1     This agreement shall be binding on and enure for the benefit
                  of each party's successors and personal representatives but
                  shall not be assignable except that:

                  16.1.1   the Purchaser may assign the whole or any part of the
                           benefit of this agreement to any transferee of any
                           shares in the capital of the Company; and

                  16.1.2   the Purchaser may assign its rights under this
                           agreement to any company of which it is a subsidiary
                           or of which it is a holding company.

         16.2     Except as otherwise expressly provided, all rights and
                  benefits under this agreement are personal to the parties and
                  may not be assigned at law or in equity without the prior
                  written consent of each other party.

                                                                              11

<Page>


17.      ENTIRE AGREEMENT

         17.1     This agreement (including the schedules to it) and any
                  documents in the agreed form ("ACQUISITION DOCUMENTS")
                  constitute the entire agreement between the parties with
                  respect to the subject matter of this agreement.

         17.2     Except for any misrepresentation or breach of warranty which
                  constitutes fraud:

                  17.2.1   the Acquisition Documents supersede and extinguish
                           all previous agreements between the parties relating
                           to the subject matter thereof and any representations
                           and warranties previously given or made other than
                           those contained in the Acquisition Documents;

                  17.2.2   each party acknowledges to the other (and shall
                           execute the Acquisition Documents in reliance on such
                           acknowledgement) that it has not been induced to
                           enter into any such documents by nor relied on any
                           representation or warranty other than the
                           representations and/or warranties contained in such
                           documents;

                  17.2.3   each party hereby irrevocably and unconditionally
                           waives any right it may have to claim damages or to
                           rescind this agreement or any of the other
                           Acquisition Documents by reason of any
                           misrepresentation and/or warranty not set forth in
                           any such document.

         17.3     Each of the parties acknowledges and agrees for the purposes
                  of the Misrepresentation Act 1967 and the Unfair Contract
                  Terms Act 1977 that the provisions of this clause 17 are
                  reasonable.

18.      TIME FOR PERFORMANCE

         Time shall not be of the essence of this agreement but following
         failure by any party to comply with any provision of this agreement
         time may be made of the essence by any other party giving to the party
         in default two Business Days' notice to that effect.

19.      VARIATIONS

         No variation of this agreement or any of the documents in the agreed
         form shall be valid unless it is in writing and signed by or on behalf
         of each of the parties to this agreement.

20.      WAIVER

         No waiver by either party of any breach or non-fulfilment by the other
         party of any provisions of this agreement shall be deemed to be a
         waiver of any subsequent or other breach of that or any other provision
         and no failure to exercise or delay in exercising any right or remedy
         under this agreement shall constitute a waiver thereof. No single or
         partial exercise of any right or remedy under this agreement shall
         preclude or restrict the further exercise of any such right or remedy.
         The rights and remedies of each party provided in this agreement are
         cumulative and not exclusive of any rights and remedies provided by
         law.

21.      AGREEMENT CONTINUES IN FORCE

         This agreement shall remain in full force and effect so far as concerns
         any matter remaining to be performed at Completion even though
         Completion shall have taken place.


                                                                              12

<Page>


22.      SEVERABILITY

         The invalidity, illegality or unenforceability of any provisions of
         this agreement shall not affect the continuation in force of the
         remainder of this agreement.

23.      NOTICES

         Any notice to be given pursuant to the terms of this agreement shall be
         given in writing to the party due to receive such notice at (in the
         case of a company) its registered office from time to time or (in the
         case of an individual) at his address set out in this agreement or such
         other address as may have been notified to the other parties in
         accordance with this clause 23. Notice shall be delivered personally or
         sent by first class prepaid recorded delivery or registered post
         (airmail if overseas) or by facsimile transmission and shall be deemed
         to be given in the case of delivery personally on delivery and in the
         case of posting (in the absence of evidence of earlier receipt) 48
         hours after posting (21 days if sent by airmail) and in the case of
         facsimile transmission on completion of the transmission provided that
         the sender shall have received printed confirmation of transmission.

24.      COUNTERPARTS

         This agreement may be executed in any number of counterparts each of
         which when executed by one or more of the parties hereto shall
         constitute an original but all of which shall constitute one and the
         same instrument.

25.      THIRD PARTY RIGHTS

         A person who is not party to this agreement shall have no right under
         the Contracts (Rights of Third Parties) Act 1999 to enforce any term of
         this agreement. This clause does not affect any right or remedy of any
         person which exists or is available otherwise than pursuant to that
         Act.

26.      GOVERNING LAW AND DISPUTE RESOLUTION

         26.1     This agreement shall be governed by and construed in
                  accordance with the laws of England.

         26.2     Any dispute arising out of or in connection with this
                  agreement, including any question regarding its existence,
                  validity or termination, shall be referred to and finally
                  resolved by arbitration administered by, and conducted under
                  the rules of, the London Court of International Arbitration.
                  The arbitration tribunal shall consist of a sole arbitrator
                  selected in accordance with such rules. The place of
                  arbitration shall be London.

         26.3     To the extent that clause 26.2 does not apply for whatever
                  reason or the parties agree that clause 26.2 does not apply,
                  the parties irrevocably agree that the courts of England shall
                  have exclusive jurisdiction to settle any dispute which may
                  arise out of or in connection with this agreement and that
                  accordingly, any suit, action or proceedings arising out of or
                  in connection with this agreement shall be brought in such
                  courts.

IN WITNESS of which the parties or their duly authorised representatives have
executed this agreement as a deed.


                                                                              13

<Page>


                                   SCHEDULE 1

                                     PART 1

                                   THE COMPANY

1.  Registered number:                  2511516

2.  Date of incorporation:              13 June 1990

3.  Place of incorporation:             United Kingdom

4.  Registered office:                  Javelin House, Clayton Road, Birchwood,
                                        Warrington, Cheshire WA3 6RP

5.  Principal business:                 Software consultancy supply

6.  Authorised share capital:           (pound)263,500

                      Description:      Ordinary shares of(pound)1 each

    Number of shares:                   263,500

    Issued share capital:               (pound)263,500

    Description:                        Ordinary shares of(pound)1 each

    Number of shares:                   263,500

    Amount paid up:                     Fully paid

7.  Directors - full names and usual    Anthony B Sampson - 3 Blueberry Road,
    residential addresses:              Bowdon, Altrincham, Cheshire WA14 3LS

                                        Moray Boyd - 3 Oldstead Grove Ferncrest,
                                        Bolton, Lancashire BL3 4XN

8.  Secretary - full name and usual     Anthony B Sampson as above
    residential address:

9.  Accounting reference date:          30 June

10. Auditors:                           BDO Stoy Hayward

11. Tax residence:                      UK

12. Loan facilities:

13. Charges:                            27 January 1993 - Legal Mortgage -
                                        National Westminster Bank plc


                                                                              14

<Page>


                                        27 November 1998 - Mortgage Debenture -
                                        National Westminster Bank plc


                                                                              15

<Page>



                                     PART 2

                                THE SUBSIDIARIES

<Table>
<Caption>



NAME AND REGISTERED NO.            DATE AND PLACE OF   DIRECTORS AND SECRETARY  AUTHORISED SHARE      ISSUED SHARE       PERCENTAGE
                                   INCORPORATION                                CAPITAL ((POUND)      CAPITAL ((POUND)   OWNED BY
                                                                                AND NO.)              AND NO.)           THE COMPANY
<S>                               <C>                 <C>                      <C>                   <C>                <C>
Jade Communications Limited        4 August 1993       Directors:               (pound)1,000,000 -    (pound)832,223-       100%
(2842141)                          United Kingdom      Anthony B Sampson,       1,000,000 ordinary    832,223 ordinary
                                                       Moray Boyd, Mark         shares of (pound)1    shares of(pound) 1
                                                       Brackley

                                                       Secretary:  Anthony
                                                       Sampson

Javelin Systems (Europe) Limited   13 March 1998       Directors:               (pound)1,000 - 1,000  (pound)1,000 - 1000   100%
(3527168)                          United Kingdom      Anthony B Sampson,       ordinary shares of    ordinary shares of
                                                       Moray Boyd               (pound)1              (pound)1

                                                       Secretary:  Anthony B
                                                       Sampson

</Table>

                                                                              16

<Page>


                                   SCHEDULE 2

                                 THE WARRANTIES

1.       CAPACITY AND OWNERSHIP OF SHARES

         1.1      The Vendor has full power and authority and have taken all
                  action necessary to execute and deliver and to exercise its
                  rights and perform its obligations under this agreement and
                  each of the documents in the agreed form to be executed on or
                  before Completion which constitute valid and binding
                  obligations on the Vendor in accordance with their terms.

         1.2      Neither the Vendor nor any person connected with the Vendor
                  has any interest, directly or indirectly, in any business
                  other than that now carried on by the Company which is or is
                  likely to be or become competitive with the business of the
                  Company.

         1.3      The Shares constitute the whole of the allotted and issued
                  share capital of the Company and have been properly allotted
                  and issued.

         1.4      There is no Encumbrance on, over or affecting the shares or
                  any of them or the shares in the Subsidiaries or any unissued
                  shares in the capital of the Company and there is no agreement
                  or commitment to give or create any Encumbrance or
                  negotiations which may lead to such an agreement or commitment
                  and no claim has been made by any person to be entitled to an
                  Encumbrance in relation thereto.

         1.5      The Vendor is entitled to sell and transfer the full legal and
                  beneficial ownership in the Shares to the Purchaser and such
                  sale will not result in any breach of or default under any
                  agreement or other obligation binding upon the Vendor or any
                  of its property.

         1.6      Other than this agreement, there is no agreement, arrangement
                  or obligation requiring the creation, allotment, issue,
                  transfer, redemption or repayment of, or the grant to any
                  person of the right (whether conditional or not) to require
                  the allotment, issue, transfer, redemption or repayment of,
                  any shares in the capital of the Company (including, without
                  limitation, an option or right of pre-emption or conversion).

         1.7      There is no litigation, arbitration, prosecution,
                  administrative or other legal proceedings or dispute in
                  existence or threatened against the Vendor in respect of the
                  Shares or the shares in the Subsidiaries or the Vendor's
                  entitlement to dispose of the Shares or the shares in the
                  Subsidiaries and there are no facts known to the Vendor which
                  might give rise to any such proceedings or any such dispute.

         1.8      Neither the Shares nor (so far as the Vendor is aware) any of
                  the Company's assets have been the subject of a transaction at
                  an undervalue within the meaning of part IX or part VI of the
                  Insolvency Act 1986.

         1.9      The Company has not exercised nor purported to exercise or
                  claim any lien over the Shares and no call on the Shares is
                  outstanding and all the Shares are fully paid up.

         1.10     The Company has not at any time given any financial assistance
                  in connection with the purchase of shares as would fall within
                  the provisions of sections 151 to 157 of the 1985 Act.

                                                                              17

<Page>


2.       ASSETS

         So far as the Vendor is aware:

         2.1      all the property and assets which are described and included
                  in the Accounts and/or in the books of account or records of
                  the Company or which are used in connection with the business
                  of the Company or which are in the reputed ownership of the
                  Company or are situated on the Properties are:

                  2.1.1    legally and beneficially owned by the Company with
                           good and marketable title free from all questions or
                           doubts; and/or

                  2.1.2    in the possession or under the control of the Company
                           and/or;

                  2.1.3    free from all Encumbrances and there is not any
                           agreement or commitment to give or create, and no
                           claim has been made by any person entitled to any
                           Encumbrance; and/or

                  2.1.4    situated in the United Kingdom; and/or

         2.2      none of the assets referred to in paragraph 2.1 are the
                  subject of any assignment, royalty, overriding royalty,
                  factoring arrangement, leasing or hiring agreement, hire
                  purchase agreement for payment on deferred terms or any
                  similar agreement or arrangement.

3.       LIABILITIES

         Except to the extent disclosed in the Accounts, neither the Vendor nor
         any member of the Vendor's Group has created or otherwise caused to be
         created any:

         3.1      liability, borrowings or indebtedness in the nature of
                  borrowings;

         3.2      guarantee, indemnity or undertaking (whether or not legally
                  binding); or

         3.3      Encumbrance or any obligation (including a conditional
                  obligation) to create an Encumbrance;

         to which the Company is subject or is bound.


                                                                              18

<Page>


                                   SCHEDULE 3

                                   COMPLETION

1.       The Vendor shall deliver or procure to be delivered to the Purchaser:

         1.1      duly executed transfers of the Shares in favour of the
                  Purchaser or its nominee(s) together with duly executed powers
                  of attorney or other authorities pursuant to which any
                  transfers have been executed and evidence to the Purchaser's
                  satisfaction of the authority of any person signing on its
                  behalf;

         1.2      the relevant share certificates (or an express indemnity in a
                  form satisfactory to the Purchaser in the event of any found
                  to be missing) in respect of the Shares;

         1.3      the written resignation in the agreed form of Richard Stack as
                  a director of the Company and the Subsidiaries;

         1.4      the irrevocable and unconditional deed of release in the
                  agreed form duly executed on behalf of the Vendor in relation
                  to the Inter-Company Debt and releasing the Company and/or any
                  of the Subsidiaries from any liability whatsoever (actual or
                  contingent) which may be owing to the Vendor or any person
                  connected with any of it by the Company or any such
                  Subsidiary;

         1.5      the common seal and statutory books (including minute books)
                  and books of account of the Company and the Subsidiaries made
                  up to the Completion Date;

         1.6      share certificates in respect of all the issued shares of each
                  of the Subsidiaries held by the Company or any of the
                  Subsidiaries together with duly executed transfers in blank
                  and declarations of trust in respect of all such shares as are
                  beneficially owned by but not registered in the name of the
                  Company or a Subsidiary;

2.       The Vendor shall procure that meetings of the boards of directors of
         the Company and each of the Subsidiaries are convened and held at which
         resolutions in the form set out in the Completion Board Minutes are
         duly passed.

3.       The Purchaser shall pay to the Vendor's Solicitors by transfer of funds
         through a UK clearing bank the sum of $759,768 representing the net
         amount of the aggregate sums payable by, or procured to be paid by the
         Purchaser under clauses 3 and 8.1 (total $950,000) less the aggregate
         of the sums payable by or procured to be payable by the Vendor under
         clauses 8.5 and 8.6 (total $190,232) The receipt of such sum by the
         Vendor's Solicitors shall be a sufficient discharge to the Purchaser in
         respect of the sums payable under clauses 3 and 8.1 and shall be a
         sufficient discharge to the Vendor in respect of the sums payable
         pursuant to clauses 8.5 and 8.6 and neither the Purchaser nor the
         Vendor shall not be concerned to see to the application of such sums.


                                                                              19
<Page>


EXECUTED (but not delivered until the date hereof) as a    )
deed by ASPEON INC. acting by its duly authorised          )
representatives:                                           )


         Director                                          "Richard Stack"


         Secretary                                         "Donald Rutherford"



EXECUTED (but not delivered until the date hereof) as a ) deed by BROOMCO (2647)
LIMITED) acting by two directors ) or one director and the secretary: )
                                                           )


         Director                                          "Mark Brackley"

         Director/Secretary                                "Anthony Sampson"


                                                                              20

<Page>


                                   ANNEXURE A

(AS REFERRED TO IN THE AGREEMENT BETWEEN ASPEON INC. (1) AND BROOMCO (2647)
LIMITED (2) DATED 2002)



ACCOUNTS



                                                                              21