<PAGE>

                                                                     Exhibit 4.3

                              Dated            2002
                                    ----------

                           Baltimore Technologies Plc

                                     - and -

                        Baltimore Technologies UK Limited

                                     - and -

                               Clearswift Limited

                       Master Sale and Purchase Agreement

<PAGE>

                                    Contents

Clause                                                                      Page
                                                                            ----

1.    Interpretation                                                           2

2.    Sale of the Shares, Business and Assets                                 13

3.    Conditions                                                              13

4.    Pre-completion matters                                                  15

5.    Put and call option                                                     17

6.    Consideration                                                           17

7.    VAT                                                                     22

8.    Share completion                                                        22

9.    Asset Completion                                                        25

10.   Warranties                                                              26

11.   Limitation on claims                                                    27

12.   Apportionment of business responsibility                                31

13.   Employees                                                               32

14.   Book Debts                                                              36

15.   Contracts                                                               36

16.   Indemnities                                                             38

17.   Confidentiality and announcements                                       38

18.   Intellectual Property                                                   39

19.   .Guarantee of BUK'S Obligations                                         40

20.   Guarantee of the Seller's obligations                                   42

21.   Further assurance and availability of information                       43

22.   Termination                                                             44

23.   Interest                                                                44

24.   Continuing obligations and assignment                                   44

25.   Costs                                                                   45

26.   Notices                                                                 45

27.   Severability                                                            46

28.   Entire agreement and variation                                          46

29.   General provisions                                                      46

30.   Governing law and jurisdiction                                          47

Schedule 1                                                                    48

The Shares                                                                    48

Schedule 2                                                                    49

The Company and the Subsidiary Undertakings                                   49

<PAGE>

Schedule 3                                                                    54

Allocation of Asset Consideration                                             54

Schedule 4                                                                    55

Warranties                                                                    55

Schedule 5                                                                    91

Tax Covenant                                                                  91

Schedule 6                                                                   109

Properties                                                                   109

Schedule 7                                                                   111

Intellectual Property Rights                                                 111

Schedule 8                                                                   119

The Completion Accounts                                                      119

Schedule 9                                                                   126

Contracts                                                                    126

Schedule 10                                                                  137

Products                                                                     137

Schedule 11                                                                  139

BUK Property                                                                 139

Schedule 12                                                                  142

Employees                                                                    142

Schedule 13                                                                  143

BTA Agreement                                                                143

Schedule 14                                                                  146

Excluded Assets                                                              146

Schedule 15                                                                  147

Deed of Covenant                                                             147

Schedule 16                                                                  151

Assignment of BUK Intellectual Property Rights                               151

Schedule 17                                                                  163

Transitional Services                                                        163

Schedule 18                                                                  171

Pre-completion Undertaking                                                   171

Schedule 19                                                                  173

Call Option and Put Option Notices                                           173

Schedule 20                                                                  175

Certigram Licence                                                            175

<PAGE>

                                       -1-

                       MASTER SALE AND PURCHASE AGREEMENT

THIS AGREEMENT is made the       day of                                   2002
                           -----        ---------------------------------

BETWEEN:

(1)  Baltimore Technologies plc, a company registered in England and Wales
     (registered number 2643615), whose registered office is at 1310 Waterside,
     Arlington Business Park, Theale, Reading, RG7 4SA (the "Seller");

(2)  Baltimore Technologies UK Limited, a company registered in England and
     Wales (registered number 1467493), whose registered office is at 1310
     Waterside, Arlington Business Park, Theale, Reading, RG7 4SA ("BUK"); and

(3)  Clearswift Limited, a company registered in England and Wales (registered
     number 1607372), whose registered office is at Bessemar House, Bessemar
     Road, Welwyn Garden City, Hertfordshire AL7 1HH (the "Purchaser").

RECITALS:

(A)  Content Technologies Holdings Limited is a company incorporated in England
     and Wales (registered number 3498084), whose registered office is at 1310
     Waterside Arlington Business Park, Theale, Berkshire RG7 4SA (the
     "Company").

(B)  At the date hereof the Company has an issued share capital
     of(pound)20,739.05 divided into the following classes and numbers of
     shares:

     (a)  9,184,997 Ordinary Shares;

     (b)  3,622,000 A Ordinary Shares;

     (c)  3,470,320 B Ordinary Shares;

     (d)  4,031,000 C Ordinary Shares; and

     (e)  430,734 E Deferred Shares

     all of which have been allotted and issued and are fully paid. Further
     particulars of the Company and of the Subsidiary Undertakings are set out
     in Schedule 2.

(C)  The Seller is the registered owner of all the issued shares in the Company
     as set out in Schedule 1 (the "Shares").

(D)  The Purchaser has offered to purchase the Shares and the Seller has agreed
     to sell the Shares to the Purchaser on and subject to the terms set out in
     this Agreement.

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                                       -2-

(E)  The Purchaser wishes to grant BUK a put option on and subject to the terms
     of this Agreement to require the Purchaser to purchase the Assets and
     Business and BUK wishes to grant the Purchaser a call option on and subject
     to the terms of this Agreement to require BUK to sell the Assets and
     Business.

IT IS AGREED:

1.   INTERPRETATION

1.1  In this Agreement (including its Recitals and Schedules), the following
     words and expressions have the meanings respectively set opposite them:

     "A Ordinary Shares" means all the issued and allotted "A" ordinary shares
     of (pound)0.001 each in the capital of the Company;

     "Accounts" has the meaning given to that term in paragraph 4 of Schedule 4;

     "Agreement" means this document together with all Recitals and Schedules;

     "Announcement" means the announcement in the agreed terms by the Purchaser
     of the transactions contemplated under this Agreement;

     "Arlington Service Agreement" means the agreement for services dated 27
     July 1999 and made between (1) Arlington Business Services Limited and (2)
     Content Technologies Limited.

     "Assets" means all of the undertakings and assets of BUK or any member of
     the Seller's Group used wholly or mainly in the Business of any nature
     whatsoever including, without limitation, the Contracts, the Goodwill, the
     Book Debts, the BUK Intellectual Property Rights, the BUK Information
     Technology, the Records, the Plant and Equipment and the Stocks and Work in
     Progress, any rights against third parties (in so far as the same are
     transferable and relate wholly or mainly to the Assets or the Business),
     and all other physical assets whatsoever that are owned by BUK or any
     member of the Seller's Group and which are used wholly or mainly in the
     Business but not including the Excluded Assets;

     "Asset Completion" means the completion of the sale and purchase of the
     Assets and Business pursuant to this Agreement in accordance with clause 9;

     "Asset Completion Date" means 1 April 2002;

     "Asset Consideration" means the purchase price for the Assets and the
     Business determined pursuant to clause 6.9(a);

     "B Ordinary Shares" means all the issued and allotted B ordinary shares of
     (pound)0.001 each in the capital of the Company;

     "Balance Sheet Date" means 31 December 2000;

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                                       -3-

     "Baltimore Representatives" means the individuals appointed by the Seller
     to represent it on the Integration Committee, namely Simon Enoch, Bijan
     Khezri, Andy Burton, John Leese and David Guyatt;

     "Book Debts" means all third party trade debts (including, in addition, VAT
     if applicable) due and payable to BUK or any other member of the Seller's
     Group in respect of the Business up to the Completion Date, and any amounts
     repayable to BUK or recoverable by BUK from the Inland Revenue or HM
     Customs & Excise but not the Repayment;

     "Break Fee" means (pound)800,000;

     "BTA Agreement" means the agreement in the agreed terms to be entered into
     by the Seller in relation to Baltimore Technologies Australasia Pty Limited
     as set out in Schedule 13;

     "BUK Guarantee" has the meaning given to it in clause 20.2;

     "BUK Information Technology" means the Information Technology owned by BUK
     or any other member of the Seller's Group and used wholly in connection
     with the Business together with the PABX and CISCO servers;

     "BUK Intellectual Property Rights" means:

     (a)  the BUK Software IPR; and

     (b)  the Intellectual Property which or the subject matter of which is
          owned and used or intended to be used by BUK wholly in the carrying on
          of the Business or as to which BUK otherwise has any rights resulting
          from the carrying on of the Business including but not limited to the
          Intellectual Property set out in Schedule 7;

     "BUK Property" means the leasehold property described in Part A of Schedule
     11;

     "BUK Software IPR" means the Intellectual Property in the Products to the
     extent that such Intellectual Property is owned (in whole or in part) by
     BUK or any other member of the Seller's Group;

     "BUK Underlease" means the underlease of the BUK Underlease Property in the
     agreed terms (subject to any amendments required by the Landlord and agreed
     by the parties acting reasonably) and to be made between (1) the Seller and
     (2) the Purchaser or the Purchaser and Content Technologies Limited;

     "BUK Underlease Property" means the ground and first floors, 1310
     Waterside, Arlington Business Park, Theale, Reading, Berkshire RG7 4SA as
     more particularly described in the BUK Underlease and forming part of the
     BUK Property;

     "Business" means the business of developing (either generally or on a
     bespoke basis), selling (either directly or through distribution
     relationships) and maintaining software and services

<PAGE>

                                       -4-

     (technical, consulting and training) that principally provide policy-based
     secure content management as carried on by BUK as at the Completion Date
     and which is currently known as the Content Security Group or alternatively
     as Content Technologies or alternatively as the MIMEsweeper Division;

     "Business Day" means any day other than a Saturday or Sunday or English
     bank holiday;

     "Call Option" has the meaning given to it in clause 5.1;

     "C Ordinary Shares" means all the issued and allotted C ordinary shares of
     (pound)0.001 each in the capital of the Company;

     "Certigram Licence" means the licence of technology and trade mark rights
     in the agreed terms as set out in Schedule 20;

     "Circular" means a class 1 circular in relation to the EGM incorporating
     the Resolutions and containing the recommendation of the directors of the
     Seller to vote in favour of the Resolutions, such circular being prepared
     in accordance with the requirements of the UK Listing Authority which
     contains or has enclosed with it a notice complying with the Companies Act
     1985 and with the articles of association of the Seller duly convening such
     an EGM no later than 18 March 2002;

     "Clearswift Representatives" means the individuals appointed by the
     Purchaser to represent it on the Integration Committee, namely Robin
     Halliday, Richard Anton and Don Taylor;

     "Code" means the City Code on Takeovers and Mergers;

     "Companies Act 1985" means the Companies Act 1985 of England and Wales;

     "Competing Offer" has the meaning given in clause 4.2;

     "Completion" means the Share Completion and/or the Asset Completion as the
     context may require;

     "Completion Accounts" has the meaning given in paragraph 1 of Schedule 8;

     "Completion Net Assets" has the meaning given in paragraph 3 of Schedule 8;

     "Completion Working Capital Amount" has the meaning given in Schedule 8;

     "Consideration" means the aggregate of the Share Consideration and the
     Asset Consideration;

     "Content Excluded Items" has the meaning given in Schedule 8;

     "Contracts" means all contracts, engagements, obligations and arrangements
     of, and rights, benefits, equipment leases and licences entered into or
     enjoyed by BUK or any other member

<PAGE>

                                       -5-

     of the Seller's Group in relation to the Business of any nature whatsoever,
     which remain to be performed or enjoyed at the Completion Date including
     without limitation those which are listed in schedule 9;

     "Counterparty" means in relation to a Contract, the party or parties to
     such Contract other than the Seller or BUK (as the case may be);

     "de minimis claims" has the meaning given in clause 11.6(a);

     "de minimis tax claims" has the meaning given in clause 11.7(a);

     "Deed of Adherence" means the deed of adherence to the shareholders
     agreement in relation to the Purchaser in the agreed terms, to be entered
     into, inter alia, by each of the Seller, Amadeus Capital Partners, Kennet
     Capital and Cazenove Private Equity;

     "Deed of Covenant" means the deed in the agreed terms as set out in
     Schedule 15;

     "Deed of Release" means the deed of release of all liabilities (whether
     past, present or future) of Content Technologies Limited under the 1220
     Parkview Lease and all documents supplemental to it and the Arlington
     Service Agreement and to be made between (1) API (No. 5) Limited and (2)
     Arlington Business Services Limited and (3) Content Technologies Limited.

     "Disclosure Letter" means the letter of the same date as this Agreement
     delivered to the Purchaser by the Seller together with the documents
     annexed thereto;

     "E Deferred Shares" means all the issued and allotted series E deferred
     shares of (pound)0.001 each;

     "EGM" has the meaning given to that term in clause 3.1;

     "Employees" means those persons employed by BUK in the Business on the
     Completion Date and whose names are listed in Schedule 12 to this Agreement
     and also such additional employees employed in the Business after the date
     of this Agreement in direct replacement for or, as the parties may agree
     from time to time, in addition to such employees;

     "Employment Statutes" means all legislation (whether of the United Kingdom
     or elsewhere), relating in any way to the employment of employees or other
     workers (whether individually or collectively) or the terms on which they
     are employed and including, for the avoidance of doubt, any such
     legislation relating to health and safety;

     "Encumbrance" means any mortgage, charge, pledge, lien, option, right of
     first refusal, right of pre-emption, or preference granted to any third
     party, or any other security interest of any kind (or an agreement or
     commitment to create any of the same);

     "Environment" means all or any of the following media: air (including air
     within buildings or other structures and whether below or above ground);
     land (including buildings and any other

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                                       -6-

     structures or erections in, on or under it and any soil and anything below
     the surface of the land); land covered with water; and water (including
     ground and surface water) and any living organism supported by such media;

     "Environmental Law" includes all or any statute or common law, rule,
     regulation, treaty, Directive, direction, decision of the court, by-law,
     code of practice, circular, guidance note, order, notice or demand of any
     government, statutory or regulatory authority or agency in any jurisdiction
     applicable to the Group and/or the business carried on by the Group in
     force at Completion and concerning:the pollution, conservation or
     protection of the Environment and the health or wellbeing of any living
     organisms supported by the Environment;

     "Event" means any:

     (a)  event, matter or circumstance which constitutes a breach of this
          Agreement by the Seller or BUK, including, without limitation, any of
          the Pre-Completion Undertakings other than where such event, matter or
          circumstance directly resulted from actions or omissions approved
          pursuant to an Integration Committee Minute or which would constitute
          a breach of Warranty if the Warranties were to be repeated at
          Completion; or

     (b)  event, matter or circumstance which would give rise to a claim under
          the Tax Covenant if the Tax Covenant was executed at Completion;

     "Excluded Assets" means those assets listed in Schedule 14;

     "Goodwill" means the goodwill of BUK in connection with the Business and
     the exclusive right for the Purchaser and the Purchaser's successors in
     title and licensees to use all trade names, other names and marks used at
     any time in relation to the Business and to represent itself as carrying on
     the Business in succession to BUK, including the right to all lists and
     particulars of customers and suppliers BUK in relation to the Business and
     all other trading, operating and confidential information relating to the
     Business and the right to the benefit of all restrictive covenants and
     confidentiality obligations affecting the Business;

     "Group" means the Company and the Subsidiary Undertakings as at the date of
     this Agreement, and "Group member" shall be construed accordingly;

     "Group Debt Restructuring" means any steps taken pursuant to clause 6.4 to
     transfer, novate, eliminate, distribute or otherwise deal with any
     indebtedness where such step is entered into on or before Asset Completion;

     "Group Product IPR" means the Intellectual Property in the Products to the
     extent that such Intellectual Property is owned (in whole or in part) by
     Group members;

     "ICTA" means the Income and Corporation Taxes Act 1988;

<PAGE>

                                       -7-

     "Indemnities" means the indemnities set out in clause 6.4, clause 15.3 and
     clause 16;

     "Information Technology" means information technology infrastructure
     (including without limitation hardware, software, firmware, networks and
     connecting media) and all manuals or other documents relating thereto but
     not the Products or any Intellectual Property relating thereto;

     "Insolvency Event" means in respect of any company, that such company has
     ceased to trade, been dissolved, is unable to meet its debts as they fall
     due within the meaning of section 123 of the Insolvency Act 1986, has
     become insolvent or gone into liquidation (other than for a solvent
     liquidation as part of a reorganisation, reconstruction or amalgamation) or
     had a petition presented, (which has not been withdrawn or set aside) to
     wind it up for the appointment of an administrator, entered into
     administration, administrative receivership, receivership, a scheme of
     arrangement for the benefit of its creditors or any analogous or similar
     procedure in any jurisdiction other than England or any form of procedure
     relating to insolvency or dissolution in any jurisdiction;

     "Integration Committee" means the committee that will be established by the
     Seller and the Purchaser for the purpose of monitoring the operation of
     each Group member and the Business between the date of this Agreement and
     the Completion Date;

     "Integration Committee Minute" means a written minute recording a decision
     of the Integration Committee which is signed by a Clearswift Representative
     and a Baltimore Representative;

     "Intellectual Property" means patents (including supplementary protection
     certificates and utility models) , trade marks, service marks, domain
     names, registered designs, utility models, design rights, topography
     rights, rights in databases, copyrights, inventions, trade secrets, and
     other confidential information, know-how, business or trade names, get-up,
     and all other intellectual property and neighbouring rights and rights of a
     similar or corresponding character in any part of the world (whether or not
     the same are registered or capable of registration) and all applications
     and rights to apply for or for the protection of any of the foregoing;

     "Intellectual Property Records" means all deeds, documents of title,
     certificates, correspondence and other records or documents in the
     possession of the Seller or BUK relating to registered Intellectual
     Property Rights or BUK Intellectual Property Rights (and current
     applications therefor) which are owned by the Group or BUK and which are
     used in connection with the Business;

     "Intellectual Property Rights" means

     (a)  the Group Product IPR; and

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                                       -8-

     (b)  the Intellectual Property which or the subject matter of which is
          owned and used or intended to be used by the Group members or as which
          the Group members otherwise have any rights including without
          limitation the specific rights which are listed in Schedule 7;

     "Interim Accounts" means the reviewed consolidated combined financial
     statements of the Group and the Business for the nine month period ending
     on the Interim Balance Sheet Date;

     "Interim Balance Sheet Date" means 30 September 2001;

     "Landlord" means the Seller's immediate landlord under the lease of the BUK
     Property and includes where relevant any superior landlord.

     "Latest Completion Date" means 7 April 2002 unless otherwise agreed by the
     Purchaser and the Seller in writing;

     "Listing Rules" means the listing rules of the UK Listing Authority in its
     capacity as competent authority under the Financial Services and Markets
     Act 2001 (as amended or re-enacted from time to time);

     "Loan Notes" means the five per cent non compounding unsecured loan notes
     2003 of (pound)1 each of the Purchaser to be created by the Purchaser in
     the agreed terms;

     "Official List" means the official list of the UK Listing Authority;

     "Options" means options to acquire ordinary shares in the Seller issued
     pursuant to the Plans;

     "Option Holders" means all those persons who hold Options;

     "Ordinary Shares" means all the issued and allotted ordinary shares
     of(pound)0.001 in the Company;

     "Outstanding BUK Group Debts" has the meaning given to it in clause 6.4;

     "Outstanding Group Payables" has the meaning given to it in clause 6.4;

     "Panel" means the Panel on Takeovers and Mergers;

     "Plans" means the Content Technologies Holdings Limited 2000 Stock Option
     Plan and the Baltimore Technologies plc 1999 Stock Incentive Plan;

     "Plant and Equipment" means the plant, machinery, equipment, tools,
     furniture, fixtures and fittings owned by BUK or any other member of the
     Seller's Group and ordinarily used in the carrying on of the Business as
     reflected in the Interim Accounts;

     "Pre-Completion Undertakings" means the undertakings set out in Schedule
     18;

<PAGE>

                                       -9-

     "Products" means the products listed in Schedule 10 including any updates,
     developments, new releases and other modifications or additions existing in
     relation thereto at the date of this Agreement;

     "Properties" means those properties where the business of the Group is
     carried on as listed in Schedule 6;

     "Provisional Asset Consideration" has the meaning given to it in clause
     6.1(b);

     "Provisional Share Consideration" has the meaning given to it in clause
     6.1(a);

     "Purchaser's Auditors" means Arthur Andersen;

     "Purchaser's Solicitors" means Norton Rose;

     "Put Option" has the meaning given to it in clause 5.4;

     "Records" means BUK's books and records relating wholly to the Business in
     whatever medium held including, without limitation, all of the books of
     account, income and expenditure records, stock and other records,
     information relating to customers and suppliers and all price lists,
     catalogues, sales, promotional and advertising literature;

     "Registration Rights Agreement" means the registration rights agreement in
     relation to the Purchaser in the agreed terms to be entered into by, inter
     alia, each of the Seller, Amadeus Capital Partners, Cazenove Private Equity
     and Kennet Capital;

     "Relevant Documents" has the meaning given to it in clause 28.1;

     "Relevant Substance" means any substance (whether in a solid or liquid form
     or in the form of a gas or vapour and whether alone or in combination with
     any other substance and including for the avoidance of doubt radioactive
     emissions) or waste which is capable of causing harm to man or any other
     living organism supported by the Environment, or damaging the Environment
     or public health or welfare);

     "Relief" has the meaning given to that term in paragraph 4 of Schedule 4;

     "Repayment" has the meaning given to that term in Schedule 14;

     "Resolutions" means the various resolutions in the agreed form to be passed
     at the EGM referred to in clause 3.1;

     "Seller's Auditors" means KPMG Audit Plc;

     "Seller's Group" means the Seller and any subsidiary undertaking of the
     Seller following Completion;

     "Seller's Solicitors" means Lovells;

<PAGE>

                                      -10-

     "Seller's Guarantee" has the meaning given in clause 19.2;

     "Senior Management" means Bijan Khezri, Andrew Burton, John Leese, Kelvin
     Clibbon, Simon Enoch, Dan Dufon, Chak Chung, Alyn Hockey, Frank
     Brandenburg, Bob Ferguson, Andy Harris, Hilary Backwell, Tony Ahern and
     Richard Everest.

     "Share Completion" means the completion of the sale and purchase of the
     Shares pursuant to this Agreement in accordance with clause 8;

     "Share Completion Date" means the later of 31 March 2002 and the date which
     is the third Business Day following the date which the conditions in clause
     3.1 are all duly satisfied or waived in accordance with clause 3;

     "Share Consideration" means the consideration payable for the Shares
     pursuant to clause 6.9(b);

     "Shares" has the meaning given to that term in the Recitals;

     "Stocks and Work in Progress" means goods purchased or agreed to be
     purchased, products and services in the course of production and finished
     goods of BUK or any other member of the Seller's Group in each case for use
     or resale in the ordinary course of the Business;

     "Subsidiary Undertakings" means the subsidiary undertakings in respect of
     which the Company or Content Technologies Limited is a parent undertaking
     at the date of this Agreement being those companies details of which are
     set out in Schedule 2;

     "Substantiated Claim" has the meaning given to it in clause 6.17;

     "Sydney Licence" means the licence of the Sydney Property in the agreed
     terms and to be made between (1) Baltimore Technologies Australasia Pty
     Limited and (2) Content Technologies (Asia/Pacific) Pty Limited;

     "Sydney Property" means that part of the leasehold premises known as Level
     4, 33 Saunders Street, Pyrmont, Sydney NSW as is more particularly
     described in the Sydney Licence;

     "Tax and Taxation" means any and all forms of taxes, levies, imposts,
     contributions, duties and charges in the nature of taxation and all
     withholdings or deductions in respect thereof of whatever nature imposed
     whether of the United Kingdom or elsewhere (including for the avoidance of
     doubt, National Insurance contribution liabilities in the United Kingdom
     and corresponding obligations elsewhere) and whether directly or primarily
     chargeable against, recoverable from or attributable to the Company or any
     other person including all fines, penalties, charges and interest relating
     to the same;

<PAGE>

                                      -11-

     "Tax Covenant" means the deed of tax covenant in the agreed terms to be
     entered into by the Seller and the Purchaser as set out in Schedule 5;

     "Tax Warranties" means those warranties set out in paragraph R of Part A of
     Schedule 4 and paragraph O of Part B of Schedule 4;

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

     "Transfer Regulations" means the Transfer of Undertakings (Protection of
     Employment) Regulations 1981;

     "Transferee" means the Purchaser or such other wholly owned subsidiary of
     the Purchaser which shall purchase the Assets and Business pursuant to this
     Agreement;

     "UK GAAP" means all statements of standard accounting practice, financial
     reporting standards and urgent issues task force abstracts issued by the
     Accounting Standards Board, and extant at the Completion Date;

     "UK Listing Authority" means the Financial Services Authority in its
     capacity as competent authority under Part IV of the Financial Services Act
     1986 (as amended, restated or re-enacted from time to time) and in the
     exercise of its function in respect of the admission to the Official List
     otherwise than in accordance with Part IV of the Financial Services Act
     1986 (as amended, restated or re-enacted from time to time);

     "VAT" means value added tax;

     "VATA" means Value Added Tax Act 1994;

     "Warranties" means the warranties as set out in Schedule 4 of this
     Agreement including, except where expressly excluded, the Tax Warranties;
     and

     "Warranty Claim" has the meaning given in clause 11.6.

     "1220 Parkview Lease" means the lease dated 28 May 1999 and made between
     (1) API (No. 5) Limited and (2) Content Technologies Limited at premises
     known as 1220 Park View Arlington Business Park, Theale.

1.2  In this Agreement, unless the context otherwise requires:

     (a)  references to this Agreement or any other document include this
          Agreement or such other document as varied, modified or supplemented
          in any manner from time to time after the date of this Agreement;

     (b)  references to any party shall, where relevant, be deemed to be
          references to or to include, as appropriate, their respective
          permitted successors, assigns or transferees;

<PAGE>

                                      -12-

     (c)  references to Recitals, clauses and Schedules and sub-divisions of
          them are references to the recitals and clauses of, and schedules to,
          this Agreement and sub-divisions of them respectively;

     (d)  references to any enactment include references to such enactment as
          re-enacted, amended or extended on or before the date of this
          Agreement and any subordinate legislation made from time to time under
          it;

     (e)  references to a "person" include any individual, company, corporation,
          firm, partnership, joint venture, association, organisation,
          institution, trust or agency, whether or not having a separate legal
          personality;

     (f)  references to the one gender include all genders, and references to
          the singular include the plural and vice versa;

     (g)  any reference to indemnifying any person against any circumstance
          includes indemnifying and holding that person harmless from all
          actions, claims, demands and proceedings of any nature from time to
          time made against that person and all direct losses, damages,
          payments, awards, costs or expenses made, suffered or incurred by that
          person directly from the event giving rise to the claim but shall not
          extend to consequential loss;

     (h)  headings are inserted for convenience only and shall be ignored in
          construing this Agreement;

     (i)  the words "company", "subsidiary", "subsidiary undertaking" and
          "holding company" have the meanings given to them by the Companies Act
          1985 as amended to the date hereof;

     (j)  references to "(pound)" are to pounds sterling, the lawful currency of
          the United Kingdom, "$" are to dollars, the lawful currency of the
          United States of America and AUS $ are to Australian dollars, the
          lawful currency of Australia; and

     (k)  references to any English legal term for any action, remedy method of
          judicial proceeding, legal document, legal status, Courts official or
          any legal concept of 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.

1.3  The Recitals and Schedules to this Agreement form part of it.

1.4  Any reference in this Agreement to a document being "in the agreed terms"
     is to a document in the terms agreed between the parties and, for
     identification purposes only, initialled by the Seller and the Purchaser or
     on their behalf on or before the date of this Agreement or if there is no
     form initialled then is to a document in a form the parties to the relevant
     agreement agree.

<PAGE>

                                      -13-

2.   Sale of the Shares, Business and assets

2.1  On and subject to the terms of this Agreement, the Seller agrees to sell
     with full title guarantee and free from Encumbrances and the Purchaser
     (relying on the Warranties, undertakings and indemnities contained in this
     Agreement and the Tax Covenant) agrees to purchase the Shares with effect
     from the Share Completion and BUK agrees to sell with full title guarantee
     and free from any Encumbrances and the Purchaser (relying on the
     Warranties, undertakings and indemnities contained in this Agreement and
     the Tax Covenant) agrees to purchase the Assets and the Business as a going
     concern with effect from the Asset Completion.

2.2  Subject to clause 15 in relation to the Contracts, the Purchaser shall not
     be obliged to complete the purchase of the Assets and the Business unless:

     (a)  the purchase of all of the Shares has first been completed in
          accordance with clause 8; and

     (b)  the purchase of the Business and the Assets is completed in accordance
          with clause 9.

2.3  The Purchaser shall not assume under this Agreement and nothing under this
     Agreement shall operate to transfer to the Purchaser or to make it
     responsible for any of the debts, liabilities or other obligations of the
     Seller or BUK (in relation to the Business) except to the extent expressly
     provided under this Agreement.

2.4  On and subject to the terms of Part B of Schedule 11 of this Agreement, the
     Seller agrees to grant and the Purchaser agrees (subject to the exercise of
     the Put Option or the Call Option) to accept and, if appropriate, to
     procure the acceptance by Content Technologies Limited of the BUK
     Underlease.

2.5  On and subject to the terms of this Agreement the Seller shall procure the
     grant and the Purchaser shall procure the acceptance by Content
     Technologies (Asia/Pacific) Pty Limited of the Sydney Licence.

3.   Conditions

3.1  The sale and purchase of the Shares and the sale and purchase of the Assets
     and the Business are each conditional upon:

     (a)  the passing, on or before the Completion Date, at a duly convened
          extraordinary general meeting ("EGM") of the Seller, of resolutions
          substantially in the agreed form (the "Resolutions") to, amongst other
          things, approve the terms of this Agreement relating to the sale and
          purchase of the Shares and the sale and purchase of the Assets and the
          Business and the grant of the BUK Underlease and the transactions
          hereby contemplated;

<PAGE>

                                      -14-

     (b)  no Insolvency Event having occurred in relation to the Seller or BUK
          prior to Completion; and

     (c)  completion of the Deed of Release.

3.2  The sale and purchase of the Assets and the Business shall be conditional
     upon the sale and purchase of the Shares and upon the exercise of the Call
     Option or the Put Option in accordance with clause 5 of this Agreement.

3.3  The Seller shall (subject to all applicable laws) use its reasonable
     endeavours to ensure that the condition specified in clause 3.1(a) is
     satisfied and that Completion shall take place as soon as practicable and
     in any event not later than the Latest Completion Date.

3.4  If Completion does not take place on or before the Latest Completion Date
     because the condition specified in clause 3.1(a) has not been satisfied by
     that date, the Seller agrees to pay the Purchaser the Break Fee. The Break
     Fee shall be payable by wire transfer of same day funds to an account
     designated by the Purchaser no later than two business days after the
     Latest Completion Date. For the avoidance of doubt, the Break Fee shall be
     payable where the condition specified in clause 3.1(a) has not been
     satisfied irrespective of whether or not the reason therefor is the failure
     to duly convene and/or hold the EGM or otherwise.

3.5  If, following satisfaction of the condition specified in clause 3.1(a) and
     3.1(c), Completion does not take place on or before the Latest Completion
     Date (other than as a result of the condition in clause 3.1(b) not having
     been satisfied or waived before the Latest Completion Date), the Purchaser
     agrees to pay the Seller the Break Fee. The Break Fee shall be payable by
     wire transfer of same day funds to an account designated by the Seller no
     later than two Business Days after the Latest Completion Date.

3.6  The parties hereby agree and acknowledge that the Break Fee is a reasonable
     and genuine pre-estimate of their respective loss if Completion does not
     take place on or before the Latest Completion Date and is not a penalty.
     The payment of a Break Fee is without any prejudice to any other rights and
     remedies which the Purchaser may have against the Seller or which the
     Seller may have against the Purchaser (as the case may be) including
     without limitation, the right to specific performance.

3.7  The Purchaser may waive (to the extent thought fit by the Purchaser) either
     or both of the conditions set out in clause 3.1(b) and clause 3.1(c) or any
     part of them and if the Purchaser exercises its right to waive such
     conditions or any part thereof the Seller shall be deemed to have also
     waived the same conditions or any such part thereof. A waiver by the
     Purchaser or a deemed waiver by the Seller under this clause is without
     prejudice to any other rights which the Purchaser or Seller have under this
     Agreement.

<PAGE>

                                      -15-

4.   Pre-completion matters

4.1  The Seller shall use all reasonable endeavours to procure the following:

     (a)  the Circular shall be posted to shareholders of the Seller by no later
          than 20 Business Days following the date of this Agreement;

     (b)  the directors of the Seller shall not, subject to their fiduciary
          duties, change their recommendation;

     (c)  that it will not directly or indirectly solicit any offer or
          invitation for the Shares or the Assets and Business (or a material
          part thereof) from any third party; and

     (d)  that the Seller shall, as soon as practicable following the date of
          this Agreement but in any event prior to the date of posting of the
          Circular, obtain an irrevocable undertaking from Andy Harris and each
          of the directors of the Seller (in the agreed form) that they shall
          vote their shares in the Seller in favour of the Resolution at the
          EGM.

4.2  If, at any time before the EGM is held, a competing offer is made by any
     person for the Shares and/or the Assets and Business (or a material part
     thereof) (a "Competing Offer") the Seller shall procure that:

     (a)  notification of the receipt of such Competing Offer shall be sent
          promptly to the Purchaser together with sufficient information to
          enable the Purchaser to respond to the Seller with its views on such
          Competing Offer;

     (b)  the Purchaser is given such reasonable additional information as it
          may request about the Competing Offer and a reasonable period in which
          to respond to the Seller with its views on the Competing Offer;

     (c)  if the directors of the Seller share the same views as the Purchaser
          in relation to the Competing Offer and if the Seller is required under
          the UK Listing Rules to post a circular to its shareholders in
          relation to the Competing Offer then the circular will contain an
          endorsement by the Seller in relation to those views which the Seller
          and the Purchaser share in relation to the Competing Offer.

4.3  The Seller shall procure between the date hereof and the Share Completion
     Date that (unless the Purchaser has given its prior consent thereto (which
     consent will not be unreasonably withheld or delayed) and except as
     expressly required or permitted pursuant to this Agreement (or pursuant to
     an Integration Committee Minute) the businesses of each Group member will
     be carried on in the ordinary and usual course (which for the avoidance of
     doubt shall mean that the business of each Group member is conducted in
     substantially the same manner as it was in the six months immediately prior
     to the date of this Agreement) and in compliance with the Pre-Completion
     Undertakings.

<PAGE>

                                      -16-

4.4  BUK shall procure between the date hereof and the Asset Completion Date
     that (unless the Purchaser has given its prior consent thereto (which
     consent will not be unreasonably withheld or delayed) and except as
     expressly required or permitted pursuant to this Agreement or pursuant to
     an Integration Committee Minute) the Business will be carried on in the
     ordinary and usual course (which for the avoidance of doubt shall mean that
     the Business is conducted in substantially the same manner as it was in the
     six months immediately prior to the date of this Agreement) and in
     compliance with the Pre-Completion Undertakings.

4.5  BUK and the Seller shall procure that:

     (a)  the Purchaser is allowed reasonable access to the Properties and the
          BUK Underlease Property, to the Senior Management and to the books and
          records of each Group member and the Records of the Business upon
          reasonable prior notice subject to prior appointment made with and
          confirmed in writing by a director of the Company; and

     (b)  the Purchaser is kept promptly informed of all material matters
          relating to the businesses, assets and affairs of the Group and the
          Business and further that the Purchaser receives a copy of all board
          papers, management reports and accounts as soon as reasonably
          practicable after they have been made available to the directors of
          the relevant Group member or BUK (as the case may be).

4.6  For the purposes of the articles of association of the Company the Seller
     consents to the sale of the Shares to the Purchaser on and subject to the
     terms set out in this Agreement and all other matters contemplated by this
     Agreement.

4.7  The Purchaser shall be entitled to terminate this Agreement by written
     notice to the Seller if, at any time before such date on which the
     condition in clause 3.1(a) is satisfied, an Event occurs which materially
     and adversely affects the business or financial position of the Group and
     the Business taken as a whole. For the avoidance of doubt, where the
     Purchaser is entitled to terminate this Agreement pursuant to this clause
     4.7 but elects not to do so, any other rights which the Purchaser may have
     (including, without limitation any claim in respect of any Event) shall
     remain exercisable to their fullest extent by the Purchaser and shall be
     unaffected by any such election.

4.8  The Seller shall use reasonable endeavours to procure that Baltimore
     Technologies Inc. will procure a new office service agreement on the same
     terms as the current agreement except that the tenant will be Content
     Technologies Inc. in respect of the property in Florida as is more
     particularly described in Schedule 6.

4.9  The Seller shall between the date hereof and the Asset Completion Date
     procure the measurement of the BUK Property and the BUK Underlease Property
     in accordance with the 4th Edition of the RICS Code of Measuring Conduct by
     a surveyor first approved by the Purchaser and jointly instructed by the
     Seller and Purchaser.

<PAGE>

                                      -17-

4.10 The Seller shall between the date hereof and the Asset Completion Date
     produce demise plans showing the BUK Underlease Property such plans to be
     subject to the approval of the Purchaser acting reasonably.

5.   Put and call option

5.1  In consideration of the payment of (pound)1 by the Purchaser to BUK,
     receipt of which is hereby acknowledged by BUK, BUK hereby grants to the
     Purchaser an option to require BUK to sell the Assets and the Business for
     the Asset Consideration and on the terms and conditions of this Agreement
     (the "Call Option").

5.2  The Call Option may only be exercised by the Purchaser following the Share
     Completion and at any time in the period between 0.01am and 1.00pm on 1
     April 2002 (or as otherwise agreed in writing between the parties) in the
     manner set out in clause 5.3. If the Call Option is not so exercised it
     will lapse and have no further effect.

5.3  The Call Option may only be exercised by the Purchaser in full (and not in
     part) during the period specified in clause 5.2 by notice in writing from
     the Purchaser to the Seller or the Seller's Solicitors in the form set out
     in Part A of Schedule 19 to this Agreement. The Call Option will be deemed
     to have been irrevocably exercised at the time and on the date when such
     notice is received by the Seller or the Seller's Solicitors (as the case
     may be).

5.4  In consideration of the payment of (pound)1 by BUK to the Purchaser,
     receipt of which is hereby acknowledged by the Purchaser, the Purchaser
     hereby grants to BUK an option to require the Purchaser to purchase (or
     procure the purchase of) the Assets and Business for the Asset
     Consideration and on the terms and conditions set out in this Agreement
     (the "Put Option").

5.5  The Put Option may only be exercised by the Seller following the Share
     Completion and or at any time in the period between 1.01pm and 5.30pm on 1
     April 2002 (or as otherwise agreed in writing between the parties) in the
     manner set out in clause 5.6. If the Put Option is not so exercised it will
     lapse and have no further effect.

5.6  The Put Option may only be exercised in full (and not in part) during the
     period specified in clause 5.5 by notice in writing from the Seller to the
     Purchaser or the Purchaser's Solicitors in the form set out in Part B of
     Schedule 19 to this Agreement. The Put Option will be deemed to have been
     irrevocably exercised at the time and on the date when such notice is
     received by the Purchaser or the Purchaser's Solicitors (as the case may
     be).

6.   Consideration

6.1  Subject to clauses 3.1 and 3.2, the provisional consideration payable on
     Completion by the Purchaser for:

<PAGE>

                                      -18-

     (a)  the Shares shall be the sum of (pound)2,000,000 (the "Provisional
          Share Consideration"); and

     (b)  for the Assets and Business shall be the sum of (pound)18,500,000 (the
          "Provisional Asset Consideration");

6.2  The Provisional Asset Consideration shall be discharged on Completion as
     follows:

     (a)  as to the sum of (pound)6,000,000 by the allotment and issue credited
          as fully paid to BUK, of Series "C" Shares of 0.06742p each of the
          Purchaser allotted in accordance with clause 9.3(a);

     (b)  as to the sum of (pound)2,500,000 by the creation of the Loan Notes
          and the issue of such Loan Notes by the Purchaser to BUK; and

     (c)  as to the sum of(pound)10,000,000 by the payment to BUK of such amount
          in cash.

6.3  The Provisional Share Consideration shall be discharged in cash on Share
     Completion.

6.4  The Seller agrees to use its reasonable endeavours to procure that
     immediately prior to any sale of the Shares and at no expense to any Group
     member (other than additional stamp duty in respect of the Share
     Consideration), that as far as is legally possible there is no indebtedness
     outstanding between any Group member and the Seller's Group. The Seller
     will procure that any amount owing between any Group member and any member
     of the Seller's Group will be owed to or from BUK. Such indebtedness as
     does exist immediately prior to the Share Completion will comprise of
     either amounts owing by BUK to any Group member (the "Outstanding BUK Group
     Debts") or will comprise amounts owing to BUK by any Group member (the
     "Outstanding Group Payables").

6.5  The Outstanding BUK Group Debts will be assumed on Asset Completion by the
     Purchaser as part of the Asset Consideration and the Outstanding Group
     Payables will be acquired on Asset Completion by the assignment or novation
     to the Purchaser as part of the Assets.

6.6  The provisions of Schedule 8 shall apply to the drawing up and reviewing of
     the Completion Accounts and the report by the Purchaser's Auditors on the
     amount of the Completion Working Capital Amount.

6.7  If and to the extent that the Completion Working Capital Amount are:

     (c)  less than ((pound)700,000):

          (i)  the amount equal to that amount by which the Completion Working
               Capital Amount is less than ((pound)700,000) shall be the
               "Shortfall" subject to a maximum reduction of(pound)100,000; and

<PAGE>

                                      -19-

          (ii) the Seller (on behalf of BUK and itself as the case may be) shall
               repay to the Purchaser the Shortfall in cash, on the fifth
               Business Day following determination of the Completion Working
               Capital Amount; or

     (d)  more than ((pound)700,000):

          (i)  the amount equal to that amount by which the Completion Working
               Capital Amount is more than ((pound)700,000) shall be the
               "Excess" subject to a maximum increase of(pound)100,000; and

          (ii) the Purchaser shall pay to the Seller (on behalf of BUK and
               itself as the case may be) the Excess in cash on the fifth
               Business Day following determination of the Working Capital
               Amount.

6.8  The aggregate amount of the Content Excluded Items shall be calculated in
     accordance with Schedule 8 and shall be deducted from the Consideration by
     the Seller repaying such amount to the Purchaser on the fifth Business Day
     following determination of the Completion Working Capital Amount.

6.9  Within five Business Days, following the payment of the Excess or the
     Shortfall (as the case may be), the Company will determine with the
     reasonable assistance of the Seller and BUK the Asset Consideration and
     Share Consideration such that:

     (a)  the Asset Consideration will be the following:

          (i)  the sums referred to in clause 6.2(a) and (b) and;

          (ii) (pound)10,000,000 plus or minus the amount of the Shortfall or
               Excess (or any component of the Excess or the Shortfall) as the
               case may be that is fairly attributable to the Assets and the
               Business less the amount of the Outstanding BUK Group Debts plus
               the amount of the Outstanding Group Payables; and

          (iii) the amount of the Outstanding BUK Group Debts assumed pursuant
               to clause 6.5.

     (b)  the Share Consideration will be (pound)2,000,000 plus or minus the
          amount of the Shortfall or Excess (or any component of the Excess or
          the Shortfall) as is fairly attributable to the Shares, plus an amount
          equal to the Outstanding Group Debts less the Outstanding BUK Group
          Payables. The Share Consideration shall not exceed (pound)12,000,000.

6.10 The Asset Consideration shall be allocated amongst the Assets in the manner
     set out in Schedule 3.

<PAGE>

                                      -20-

6.11 The aggregate of the two amounts referred to in clause 6.9 in respect of
     the Shortfall or the Excess, as the case may be, shall equal the Shortfall
     or the Excess, as the case may be.

6.12 Any dispute concerning the determination of the Asset Consideration or
     Share Consideration shall, in default of agreement between the Purchaser,
     the Seller and BUK within 30 days of such determination, be determined by
     an Independent Accountant (as defined in Schedule 8) who shall act as an
     expert and not as an arbitrator and whose decision shall be final and
     binding on all the parties hereto.

6.13 BUK agrees to pay to the Purchaser any stamp duty payable on the
     acquisition of the Outstanding Group Payables, if the Purchaser is required
     to pay such stamp duty in order to enforce this Agreement or the Tax
     Covenant, to register any transfer of the Assets, to have determined the
     amount of any stamp duty payable on the transfer of the Shares, or is
     required to do so by any Tax authority. The Purchaser shall use its
     reasonable endeavours to defer the payment of any such stamp duty as far as
     possible by resisting at the cost of BUK any such requirement as is
     referred to in this clause 6.13.

6.14 BUK agrees to indemnify the Purchaser against any liability of the
     Purchaser or any member of the Group arising out of the Group Debt
     Restructuring. Any payment made pursuant to this clause 6.14 shall be
     treated as an adjustment to the Asset Consideration. For the avoidance of
     doubt the Purchaser shall not have a claim under this indemnity as a result
     of assuming the Outstanding BUK Group Debts pursuant to clause 6.5 above.

6.15 If at any time before the first anniversary of the Asset Completion Date
     (such date also being the final redemption date under the Loan Notes), the
     Purchaser notifies the Seller or BUK in writing of any claim under any of
     the provisions of this Agreement or the Tax Covenant, then the Purchaser
     shall be entitled to withhold payment of the principal amount and interest
     due to BUK under the Loan Notes, such entitlement being to the extent of
     the amount claimed. The right to withhold payment as above shall continue
     until such claim has been withdrawn or becomes a Substantiated Claim. In
     the latter case, the amount of the Substantiated Claim may be set off
     against the principal amount and interest due to BUK under the Loan Notes.
     Upon such a claim being withdrawn an amount equal to the amount withheld
     (together with accrued interest) shall forthwith be paid to BUK.

6.16 The payment of any sum to the Purchaser pursuant to clause 6.15 in or
     towards satisfaction of any Substantiated Claim under the terms of this
     Agreement or the Tax Covenant shall in no way prejudice or affect any other
     rights or remedies of the Purchaser for the purpose of recovering any
     amount due to the Purchaser which is not satisfied by payment under clause
     6.15.

6.17 For the purposes of clauses 6.15 and 6.16:

     (a)  a Substantiated Claim is a claim which has been agreed between the
          Seller, BUK and the Purchaser or in respect of which an order or
          decree of a court of competent

<PAGE>

                                      -21-

          jurisdiction has been given in proceedings in respect of the claim and
          such order or decree being final and not or no longer appealable; and

     (b)  the amount payable on a claim or a claim becoming a Substantiated
          Claim shall be the amount agreed by the Seller, BUK and the Purchaser
          or determined by any such order or decree (as the case may be) to be
          payable by BUK in respect of the claim.

6.17.1 In the event that any Substantiated Claim in relation to any liability of
     the Seller or BUK to the Purchaser under this Agreement is not settled in
     full (in accordance with clause 6.15 or otherwise in cash within 10
     Business Days of agreement or determination thereof) (an "Outstanding
     Amount"), the Seller (assuming BUK has exercised its direction that shares
     in the Purchaser be allotted to the Seller pursuant to clause 9.3(a) of the
     Agreement, but if not, BUK) hereby undertakes to request pursuant to
     Article 2.7 of the new Articles of Association of the Purchaser (the "New
     Articles"), that X Series C Shares (rounded down to the nearest whole
     number) shall be immediately converted into and re-designated as, an equal
     number of deferred shares and the Outstanding Amount shall, accordingly, be
     reduced by an amount equal to (pound)Y each determined as follows:

     X    =    OA ; and
               --
                P

     Y    =    X x P

     where OA is the Outstanding Amount and P is equal to(pound)2.70.

6.17.2 As security for due performance by the Seller and BUK of its obligations
     under clause 6.17.1 the Seller hereby:

     (a)  irrevocably appoints the secretary for the time being of the Purchaser
          as its attorney and agent for the purposes of signing any
          documentation and taking any action, in either case, required for the
          due performance of the Seller's or BUK's obligations under clause
          6.17.1;

     (b)  undertakes to the Purchaser that:

          (i)  it shall not, and shall not agree to, transfer the whole or any
               part of its interest in any Series C Shares to any person unless
               consent shall have been obtained in accordance with Article
               4.1(d) of the New Articles; and

          (ii) it shall not, and shall not agree to, mortgage, charge or
               otherwise dispose of, or grant any option or other rights over,
               the whole or any part of its interest in any Series C Shares

          and any Transfer Notice (as defined in the New Articles) then in force
          shall, at the option of the Purchaser and notwithstanding any other
          provision of such New Articles, be deemed to have been withdrawn; and

<PAGE>

                                      -22-

     (c)  undertakes that, without prejudice to sub-paragraph (b) above, it
          shall not effect any such transfer, disposal, mortgage, charge or
          grant without first obtaining from the transferee, dispose, mortgagee,
          chargee or grantee (as the case may be) an undertaking in a form
          reasonably satisfactory to the Purchaser acknowledging that the Series
          C Shares are issued and held by such person, inter alia, subject to
          the terms of this clause 6.16 and assuming the same obligations under
          this Agreement as the Seller or BUK (as the case may be) but with
          recourse limited to the Series C Shares only.

7.   VAT

7.1  The Asset Consideration is exclusive of VAT, but, subject to sub-clause
     7.5, it is intended that the transfer of the Business shall be a transfer
     of a business as a going concern within Article 5 of the Value Added Tax
     (Special Provisions) Order 1995 (the "Order") and the Seller and the
     Purchaser agree to use all reasonable endeavours to procure that the
     transfer is so treated.

7.2  On or before Completion the Seller shall apply to HM Customs & Excise for a
     direction that all VAT records relating to the Business which the Purchaser
     is required to preserve for any period after Completion under section
     49(1)(b) of and paragraph 6 of schedule 11 to the VATA shall be preserved
     by the Seller and the Seller shall provide the Purchaser with a copy of the
     direction made by HM Customs and Excise forthwith on receipt by the Seller.

7.3  If HM Customs and Excise make a direction of the type referred to in clause
     7.2 the Seller will preserve the records referred to in clause 7.2 for such
     period as may be required by law and, during that period shall permit the
     Purchaser or its agents to inspect such records and to take copies of such
     records at the cost of the Purchaser.

7.4  The Purchaser hereby warrants and undertakes to the Seller that:

     (a)  The Purchaser is registered for VAT; and

     (b)  The Purchaser's present intention is to continue the Business as a
          going concern.

7.5  In the event that the HM Customs & Excise assess the Seller to VAT in
     relation to the transfer of the Business pursuant to this Agreement or
     determine that such transfer is not a transfer of a business as a going
     concern with Article 5 of the Order the Purchaser shall, within five
     Business Days of receipt of a valid VAT invoice, pay such VAT to the
     Seller together with any penalties, reasonable costs, losses, reasonable
     expenses or interest incurred, paid or payable in relation to such VAT by
     the Seller other than where such penalties or interest is attributable to
     any delay or failure on the part of the Seller or BUK.

8.   Share completion

8.1  Subject to the satisfaction (or waiver in the case of 3.1(b)) of the
     conditions contained in clause 3.1, the Share Completion shall take place
     at the offices of the Seller's Solicitors at

<PAGE>

                                      -23-

     10.00pm on the Share Completion Date or at such other place and/or on such
     other date as may be agreed between the Seller and the Purchaser.

8.2  On Share Completion the Seller shall cause to be delivered to the
     Purchaser:

     (a)  duly executed transfers of the Shares in favour of the Purchaser (or
          as it may direct) together with the share certificates relating to
          such shares;

     (b)  a duly executed counterpart of the Deed of Covenant;

     (c)  a counterpart duly executed by each of the Seller and BUK of the Tax
          Covenant;

     (d)  the common seal, certificate of incorporation, certificates of
          incorporation (if any) on change of name and statutory books of each
          Group member incorporated in the United Kingdom (written up to the
          Business Day immediately preceding Share Completion);

     (e)  written resignations (with effect from the end of the relevant board
          meeting referred to in clauses 8.3 and 8.4) of Simon Enoch and Bijan
          Khezri as directors of the Company and each Group Company, Frank
          Brandenberg as a director of Content Technologies GmbH, Andy Harris as
          a director of Content Technologies, Inc., and Christopher Heslop as a
          director of Content Technologies Limited, and of the secretary of each
          member of the Group, resigning from their respective offices with the
          relevant Group member, in each case executed as deeds in the agreed
          terms;

     (f)  an unqualified letter of resignation from the auditors of each Group
          member complying in the case of the English Group members in all
          respects with ss 392 and 394 of the Companies Act 1985, accompanied by
          a written confirmation that such auditors have no claims for unpaid
          fees or expenses;

     (g)  irrevocable powers of attorney in the agreed terms executed by the
          Seller in favour of the directors of the Purchaser appointing such
          persons, to be its or his lawful attorney in respect of the Shares
          prior to such time as the name of the Purchaser can be entered into
          the register of members of the Company;

     (h)  the title deeds and documents to the Properties;

     (i)  a duly signed original of the Sydney Licence;

     (j)  new service contracts executed by Kevin Clibbon and John Leese in the
          agreed terms;

     (k)  written confirmation that the divestment bonuses have been paid;

     (l)  deliver to the Purchaser duly executed releases of any Encumbrances
          over the assets, the assets of any member of the Group or any shares
          in any Group member;

<PAGE>

                                      -24-

     (m)  a certificate signed on behalf of the Seller confirming that no Event
          has occurred which would give the Purchaser the right to terminate
          this Agreement in accordance with clause 4.7 hereto;

     (n)  a certificate signed on behalf of the Seller confirming that no
          notification was required pursuant to clause 10.5;

     (o)  written confirmation that Content Technologies SAS and Content
          Technologies KK are no longer Group members;

     (p)  a duly executed counterpart of the BTA Agreement; and

8.3  At Share Completion the Seller shall cause a board meeting of the Company
     to be duly convened and held at which:

     (a)  the said transfers of the Shares shall be approved for registration
          (subject to the transfers being duly stamped at the cost of the
          Purchaser);

     (b)  all existing instructions to the Group's bankers, bank mandate forms
          and authorities shall be revoked and shall be replaced with
          alternative instructions, bank mandates forms and authorities in such
          form as the Purchaser may require;

     (c)  Andersens shall be appointed auditors to each Group member; and

     (d)  such persons shall be appointed as directors and as secretary of the
          Company as are notified by the Purchaser to the Seller in writing no
          later that three Business Days prior to Share Completion.

8.4  On Completion the Seller shall cause a Board Meeting of each Group member
     to be convened and held at which such persons as may be nominated by the
     Purchaser shall be appointed directors and secretary of Group members
     (within a maximum number, if any, permitted under their respective Articles
     of Association) and the persons whose names are set out in clause 8.2(f)
     shall resign.

8.5  At Share Completion the Purchaser shall:

     (a)  pay the sum set out in clause 6.1(a) by electronic funds transfer into
          the bank account of the Seller, the details of which shall be provided
          prior to Completion;

     (b)  deliver to the Seller a duly executed counterpart of the Deed of
          Covenant;

     (c)  deliver to the Seller a duly signed counterpart of the Sydney Licence.

8.6  If Share Completion has not occurred by the close of business on the Latest
     Completion Date this Agreement shall terminate in its entirety (including
     for the avoidance of doubt in relation to the Assets and Business) in
     accordance with clause 22.

<PAGE>

                                      -25-

9.   Asset Completion

9.1  Subject to the due satisfaction (or waiver in the case of clause 3.1(b)) of
     the conditions contained in clauses 3.1 and 3.2, the Asset Completion shall
     take place immediately following the exercise of the Call Option or the Put
     Option (as the case may be) on the Asset Completion Date at the offices of
     the Seller's Solicitors.

9.2  At Asset Completion BUK shall:

     (a)  give the Purchaser possession of those Assets which are transferable
          by delivery;

     (b)  give the Purchaser duly executed assignments in the form set out in
          Schedule 16 of the BUK Intellectual Property Rights;

     (c)  deliver the Records and the original Contracts;

     (d)  deliver all payroll records, records of National Insurance, PAYE, and
          income for records relating to all Employees duly completed and up to
          date;

     (e)  deliver to the Purchaser duly executed releases of any Encumbrances
          over the Assets;

     (f)  deliver to the Purchaser the Intellectual Property Records;

     (g)  deliver an executed counterpart of the Deed of Adherence;

     (h)  deliver an executed copy of the Registration Rights Agreement.

9.3  At Asset Completion the Purchaser shall:

     (a)  allot and issue the shares referred to in clause 6.2(a) credited as
          fully paid to BUK, or if BUK so directs, to the Seller;

     (b)  deliver to BUK certificates duly executed by the Purchaser in respect
          of the Loan Notes referred to in clause 6.2(b) duly completed with the
          date of issue and the name and address of BUK; and

     (c)  pay the sum set out in clause 6.1(b) by electronic funds transfer into
          the bank account of BUK, the details of which shall be provided prior
          to Asset Completion;

     (d)  deliver to the Seller counterparts of the Shareholders Agreement duly
          executed by each party thereto (other than the Seller); and

     (e)  deliver to the Seller counterparts of the Registration Rights
          Agreement duly executed by each party to the Registration Rights
          Agreement (other than the Seller).

9.4  At Asset Completion the risk of loss or damage to the Assets and Business
     shall pass to the Purchaser and the risk of loss or damage to the BUK
     Underlease Property shall pass to the Purchaser at the time of the actual
     grant of the BUK Underlease.

<PAGE>

                                      -26-

10.  Warranties

10.1 The Seller hereby represents, warrants and undertakes to the Purchaser (for
     itself and as trustee for its successors in title) in the terms of the
     Warranties contained in Part A of Schedule 4 which shall be deemed to have
     been given at the date of this Agreement but not further or otherwise.

10.2 The Seller and BUK hereby represent, warrant and undertake to the Purchaser
     (for itself and as trustee for its successors in title) in the terms of the
     Warranties contained in Part B of Schedule 4 which shall be deemed to have
     been given at the date of this Agreement but not further or otherwise.

10.3 The Warranties are given subject to the matters fairly disclosed in the
     Disclosure Letter and in the documents annexed thereto and when assessing
     whether a document has been fairly disclosed no account shall be taken of
     (i) any information which is not disclosed in such detail and in such a
     manner as would enable the Purchaser to properly evaluate the fact or
     matter concerned and (ii) in the case of each document contained in the
     Disclosure Bundle, where it is not reasonably clear from the general
     subject matter of such document how the information contained therein would
     qualify the Warranties and any such information and/or documents shall be
     deemed not to have been disclosed.

10.4 Where any statement set out in Schedule 4 is expressed to be given or made
     to the best of the Seller's or BUK's knowledge or is qualified by reference
     to the Seller's awareness or as qualified in some other manner having
     substantially the same effect, such statement shall be deemed to refer to
     any matters within the actual knowledge of the Senior Management.

10.5 If before Asset Completion any event, fact or circumstance arises which, if
     the Warranties were repeated at Completion, would render any Warranty
     untrue or misleading or incorrect in any material respect or which would
     give rise to a tax claim under the Tax Covenant if the Tax Covenant had
     been entered into at the date of this Agreement or would be a material
     breach of the Pre-Completion Undertakings save where such event, fact or
     circumstance resulted from actions or omissions approved pursuant to an
     Integration Committee Minute the Seller and/or BUK shall notify the
     Purchaser in writing as soon as possible and provide such details as the
     Purchaser may reasonably require.

10.6 Each of the Warranties in Schedule 4:

     (a)  shall be construed as a separate and independent warranty and
          representation; and

     (b)  unless expressly in this Agreement, shall not be limited by reference
          to any other paragraph in Schedule 4 or by any other provision of this
          Agreement or the Tax Covenant;

<PAGE>

                                      -27-

     and subject to clause 11.11 the Purchaser and/or each Group member shall
     have a separate claim and right of action in respect of every breach of a
     Warranty.

10.7 The Warranties shall not in any respect be extinguished or affected by
     Share Completion and/or Asset Completion.

10.8 The Seller and BUK each agree with the Purchaser (for itself and as trustee
     for any Group members) to waive any right or claim which it may have in
     respect of any misrepresentation or error in or omission from any
     information or opinion supplied by or given by any Employee or any Group
     member or its directors, officers or employees in the course of negotiating
     this Agreement or the Tax Covenant or the Disclosure Letter, and that any
     such right or claim shall not constitute a defence to any claim by the
     Purchaser under or in relation to this Agreement of the Tax Covenant
     PROVIDED THAT no such waiver shall be granted, and no such defence shall be
     precluded in circumstances where any Employee or Group member or its
     respective directors, officers or employees acted in a fraudulent or
     wilfully dishonest manner.

10.9 The Seller and BUK acknowledges that in assessing damages for the breach of
     the Warranties the sale of the Shares and the sale of the Assets and
     Business shall be regarded as having constituted one composite transaction.

11.  Limitation on claims

11.1 For the purposes of this clause 11 any reference to "the Seller" shall,
     where the Warranty Claim relates to a Warranty given in Part B of Schedule
     4, be deemed to read "the Seller and BUK".

11.2 The Seller shall have no liability in respect of any breach of any of the
     Warranties (other than the Tax Warranties) unless the Purchaser has served
     on the Seller a written notice in accordance with this Agreement on or
     before 30 June 2003 giving such details of the claim as the Purchaser then
     has including the Purchaser's then best estimate of the amount of the
     liability of the Seller in respect thereof.

11.3 The Seller shall have no liability in respect of any breach of any of the
     Tax Warranties unless the Purchaser has served on the Seller a written
     notice in accordance with this Agreement on or before the seventh
     anniversary of Asset Completion giving such details of the claim as the
     Purchaser then has including the Purchaser's then best estimate of the
     amount of the liability of the Seller in respect thereof.

11.4 Where, in relation to a claim for breach of the Warranties which has been
     notified in writing prior to the date relevant thereto under clause 11.2 or
     11.3 of this Agreement (as appropriate), proceedings are not instituted
     (that is to say issued and served) within six months of the service of the
     notice in question (unless previously satisfied, settled or withdrawn) the
     Seller shall cease to be liable therefor.

<PAGE>

                                      -28-

11.5 Where a claim is made in respect of a contingent liability, the Seller
     shall, notwithstanding clauses 11.2 and 11.3, be liable for such claim if
     and when it becomes an actual liability if the requisite details of such
     claim have been delivered in accordance with clause 11.2 or 11.3 (as the
     case may be), even if such liability does not become an actual liability
     until after the expiry of the relevant time period set out in clause 11.2
     or 11.3 (as the case may be).

11.6 No claim shall be made in respect of any breach of any of the Warranties (a
     "Warranty Claim"):

     (a)  where the liability for any particular claim (or what would be such
          liability apart from this paragraph) is less than(pound)30,000 ("de
          minimis claims"); and

     (b)  unless the aggregate amount of all such claims exceeds (pound)200,000
          PROVIDED that if such aggregate amount does exceed (pound)200,000 the
          Seller's liability shall not be limited to the excess and the whole
          amount shall be recoverable in full, excluding for the avoidance of
          doubt, de minimis claims.

11.7 No claim shall be made in respect of any breach of the Tax Covenant:

     (a)  where the liability for any particular claim (or what would be such
          liability apart from this paragraph) is less than(pound)10,000 ("de
          minimis tax claims"); and

     (b)  unless the aggregate amount of all such claims exceeds (pound)30,000
          PROVIDED that if such aggregate amount does exceed (pound)30,000 the
          Seller's liability shall not be limited to the excess and the whole
          amount shall be recoverable in full, excluding for the avoidance of
          doubt, de minimis tax claims.

11.8 The maximum aggregate amount recoverable by the Purchaser under the
     Warranties, the Indemnities, this Agreement and the Tax Covenant shall be
     limited to and in any event not exceed an amount equal to the
     Consideration.

11.9 The Seller shall not be liable in respect of any Warranty Claim if and to
     the extent that the loss occasioned thereby has been recovered under the
     Tax Covenant or under an earlier Warranty Claim.

11.10 Upon the Seller becoming aware of any matter, claim, action or demand
     which could give rise to a Warranty Claim or any matter which may give rise
     to such a claim, action or demand, the Seller shall and shall procure that
     the relevant member of the Seller's Group shall as soon as reasonably
     practicable notify the Purchaser by written notice of such fact.

11.11 The Seller shall not be liable in respect of any Warranty Claim in
     relation to Intellectual Property or Information Technology unless the
     Warranty Claim arises as a result of a breach of a Warranty contained in
     paragraph L of Part A of Schedule 4 or paragraph I of Part B of Schedule 4.

<PAGE>

                                      -29-

11.12 The Purchaser will not and nor will any member of the Group make any
     admission of liability, agreement or compromise with any person, body or
     authority in relation to any matter in respect of which a claim under the
     Warranties (other than a claim under the Tax Warranties) may arise without
     prior agreement in writing (such agreement not to be unreasonably withheld
     or delayed) of the Seller and shall give the Seller and its professional
     advisers such reasonable access to such documents and records as are
     relevant to such claim within the power, possession or control of the
     Purchaser or the Group as the Seller shall reasonably request in writing to
     enable the Seller and his professional advisers to examine (but not copy
     without the consent of the Purchaser) such documents and records provided
     that the Purchaser shall be fully indemnified and, if reasonable in the
     circumstances of the Seller existing at such time, secured to the
     Purchaser's reasonable satisfaction, by the Seller as to all costs and
     expenses which they may reasonably incur by reason of such action.

11.13 The Purchaser shall, or shall procure that the relevant members of the
     Group shall, take such action as the Seller may reasonably request in
     writing to avoid, dispute, resist, appeal, delay, compromise, defend or
     mitigate any claim, action or demand which could give rise to a Warranty
     Claim (other than a claim under the Tax Warranties) or any matter which may
     give rise to such a claim, action or demand provided that the Purchaser and
     the relevant member of the Group (as the case may be) shall be fully
     indemnified and, if reasonable in the circumstances of the Seller existing
     at such time, secured to the Purchaser's reasonable satisfaction, by the
     Seller as to all costs and expenses which it may reasonably incur by reason
     of such action.

11.14 In the event of any claim by the Purchaser pursuant to the Warranties or
     the Tax Covenant succeeding or being agreed and any payment being paid by
     the Seller pursuant to such claim the Consideration paid by the Purchaser
     under this Agreement in respect of the Shares or the Assets and Business
     (as the case may be) shall be deemed to have been reduced by an amount
     equal to the amount of such payment, and such reduction shall be applied to
     the Shares or Assets and Business sold by the Seller or BUK (as the case
     may be) in accordance with the amounts of such liability discharged by
     them.

11.15 In calculating the liability of the Seller for any breach of the
     Warranties (other than a claim under the Tax Warranties) there shall be
     taken into account the amount by which any taxation for which any member of
     the Group has been reduced or extinguished as a result of the matter giving
     rise to such liability.

11.16 If, in respect of any matter which would give rise to a breach of the
     Warranties (other than the Tax Warranties) any member of what was the Group
     at Completion would be able to validly claim under any policy of insurance
     existing prior to Completion (or any run-off insurance purchased following
     the Completion), then no such matter shall be the subject of a Warranty
     Claim (other than a claim under the Tax Warranties) unless and until the
     appropriate member of the Group shall have made a claim against its
     insurers and any such insurance claim (if successful) and net of any costs
     and any liability to Tax on any amount recovered) shall then

<PAGE>

                                      -30-

     reduce by the amount recovered or extinguish to the extent of any amount
     recovered any such claims for breach of such Warranties.

11.17 If the Seller pays at any time to the Purchaser or the relevant member of
     the Group an amount pursuant to a Warranty Claim (other than a claim under
     the Tax Warranties) and the Seller or the relevant member of the Group
     subsequently becomes entitled to recover from some other person any sum in
     respect of any matter giving rise to such claim, the Purchaser shall, and
     shall procure that the relevant member of the Group shall, take all
     reasonable steps to enforce such recovery, and shall forthwith repay to the
     Seller so much of the amount paid by the Seller to the Purchaser or the
     relevant member of the Group as does not exceed the sum recovered from such
     other person less all reasonable costs, charges and expenses incurred by
     the Purchaser or the relevant member of the Group recovering that sum from
     such other person and any liability to Tax on any amount recovered.

11.18 No Warranty Claim shall lie against the Seller under the Warranties (other
     than a claim under the Tax Warranties) to the extent that such Warranty
     Claim is wholly or partly attributable to:

     (a)  any voluntary act, omission, transaction or arrangement carried out at
          the request of or with the written consent of the Purchaser prior to
          Share Completion and/or Asset Completion (as the case may be)
          excluding where the same is conducted in relation to the Group Debt
          Restructuring; or

     (b)  any voluntary act, omission, transaction or arrangement carried out by
          the Purchaser or a member of the Group or on their behalf on or after
          Share Completion and/or Asset Completion (as the case may be) other
          than in the ordinary course of the Business or the business of any
          Group member (which for the avoidance of doubt shall mean in
          substantially the same manner as the Business or the business of the
          relevant Group member was conducted in the six months immediately
          prior to the date of this Agreement) and other than any act, omission,
          transaction or arrangement carried out pursuant to this Agreement;

     (c)  any actions or omissions approved pursuant to an Integration Committee
          Minute.

11.19 No matter shall be the subject of a Warranty Claim (other than a claim
     under the Tax Warranties) to the extent that allowance, provision or
     reserve in respect of such matter shall have been made in the Completion
     Accounts expressly and specifically.

11.20 The liability of the Seller pursuant to the Tax Warranties shall be
     subject to the limitations, exceptions and qualifications set out in
     clauses 3, 5 and 9 of the Tax Covenant so that the Seller shall not be
     liable for any claim made pursuant to the Tax Warranties if (or to the
     extent that) they would not be liable for such claim if the Tax Warranties
     in question had been set out in the Tax Covenant as matters in respect of
     which the Purchaser was indemnified.

<PAGE>

                                      -31-

11.21 The limitations on the Seller's liability set out in this clause 11 shall
     not apply to any Warranty Claim or any claim under the Tax Covenant if such
     a claim involves fraud or wilful dishonesty on the part of the Seller.

12.  Apportionment of business responsibility

12.1 Except as otherwise provided in this Agreement, the profit or loss of the
     Business from the Asset Completion Date shall be for the account of the
     Purchaser, and:

     (a)  BUK shall remain solely entitled to all receipts, rents and other
          payments receivable in respect of or otherwise owing by any third
          party in connection with any of the Assets or the Business (other than
          the Book Debts) and solely responsible for all obligations and
          liabilities (whether actual or contingent) which are due or owing to
          third parties and which arise from or in relation to the conduct of
          the Business or the Assets in the period of time ending on or before
          the Asset Completion Date and the Seller shall indemnify the Purchaser
          against all loss, liability, costs and expenses suffered or incurred
          by any Group member in respect of any such obligations or liability;
          and

     (b)  without prejudice to clause 14, the Purchaser shall be solely entitled
          to all receipts, rents and other payments receivable in respect of or
          otherwise owing by any third party in connection with any of the
          Assets or the Business and solely responsible for all obligations and
          liabilities (whether actual or contingent) which are due or owing to
          third parties and which arise from or in relation to the conduct of
          the Business or the Assets in the period of time commencing after the
          Asset Completion Date and the Purchaser shall indemnify the Seller
          against all loss, liability, costs and expenses suffered or incurred
          by the Seller or BUK in respect of any such obligation or liability.

12.2 All income and outgoings of the Business or any of the Assets which are
     recurring or periodic in nature and which relates to or are attributable to
     a period of time commencing before but ending after the Asset Completion
     Date shall be apportioned on a time basis between the Purchaser and BUK,
     such that BUK is entitled to the income and responsible for the outgoings
     relating to the period ending on the Completion Date, and the Purchaser is
     entitled to the income and responsible for the outgoings relating to the
     period commencing after the Asset Completion Date.

12.3 Any income actually received by a party to which the other party is
     entitled in accordance with the provisions of clause 12.2 shall be held on
     trust by that party for the other until payment in accordance with clause
     12.4.

12.4 All sums to be paid by either party in accordance with clause 12.2 shall be
     identified in the Completion Accounts as part of the calculation of the
     Completion Working Capital Amount.

<PAGE>

                                      -32-

13.  Employees

13.1 The parties consider the sale of the Business contemplated by this
     Agreement to constitute the transfer of an undertaking or part of an
     undertaking or undertakings for the purposes of the Transfer Regulations
     and agree that the contracts of employment of the Employees will have
     effect from Completion as if originally made between the Transferee and the
     Employees save insofar as such contracts relate to any occupational pension
     scheme in accordance with Regulation 7 of the Transfer Regulations.

13.2 The Seller shall indemnify and keep indemnified the Transferee from and
     against all losses, costs, damages, compensations, tribunal awards, fines,
     expenses, actions, proceedings, claims, demands and all other liabilities
     howsoever and whenever arising out of or in connection with:

     (a)  any claim by an Employee (whether in contract or in tort or under
          statute (including the Treaty establishing the European Community and
          any directives made under the authority of that Treaty) for any remedy
          including, without limitation, for breach of contract, unfair
          dismissal, redundancy, statutory redundancy, equal pay, sex, race or
          disability discrimination, unlawful deductions from wages, a
          protective award or under the National Minimum Wage Act 1998 or the
          Working Time Regulations 1998 or for breach of statutory duty or of
          any other nature) as a result of anything done or omitted to be done
          in relation to the Employee's employment prior to Asset Completion;

     (b)  any claim by any person other than an Employee relating to that
          person's employment with the Seller or a member of the Seller's Group;
          and

     (c)  any claim by any appropriate representative (as defined by regulation
          10 of the Transfer Regulations) pursuant to regulation 11 of the
          Transfer Regulations in relation to the sale of the Business, except
          if such claim relates to the Transferee's failure to comply with its
          obligations in clause 13.5 of this Agreement and/or if such claim
          relates to the Transferee withholding its agreement (whether
          unreasonably or otherwise) to the Seller and/or BUK communicating the
          Transferee's intentions as set out in clause 13.4(d) of this
          Agreement.

13.3 The parties intend that the Transfer Regulations shall apply only to the
     Employees and accordingly:

     (a)  If any contract of employment (whether oral or written, express or
          implied) in respect of any person who is not an Employee shall have
          effect or shall be alleged by the person so employed under it to have
          effect as if originally made between the Transferee and such person
          pursuant to the provisions of Regulation 5 of the Transfer Regulations
          then subject to clause (c) below:

<PAGE>

                                      -33-

          (i)  the Transferee may, upon becoming aware of the application of
               Regulation 5 to such contract or any such claim to that effect by
               the person employed under it, terminate such contract forthwith;

          (ii) the Transferee shall promptly notify the Seller of its awareness
               of the application of Regulation 5 and any such claim to that
               effect and keep the Seller advised of any action taken by the
               Transferee in respect of it;

          (iii) The Transferee shall promptly notify the Seller of its intention
               to terminate any such contract; and

          (iv) If the Transferee notifies the Seller that it intends to
               terminate any such contract, then within 20 Business Days of
               receiving such notification the Seller shall notify the
               Transferee whether it intends to offer that person employment. If
               the Seller so intends then the Seller shall make an offer of
               employment to that person within 20 Business Days of the
               notification to the Transferee. In the event that the Seller does
               offer such person employment, the Transferee shall provide the
               Seller with all such reasonable assistance as is necessary to
               transfer the employment of that person to the Seller.

     (b)  Subject to clause (c) below and provided always that the Transferee
          complies with its obligations under clause (a) above the Seller shall
          fully indemnify the Transferee against any sums payable to or for the
          benefit of such person in respect of his employment with BUK and/or
          the Transferee and against all other liabilities whatsoever arising
          under or in relation to such contract or its termination and any
          obligation or liability of whatsoever nature (whether arising before
          or after Asset Completion) in relation to or in connection with the
          employment of any such person in the Business.

     (c)  Sub-clauses (a)(i) to (iv) inclusive, and clause (b) will not apply in
          relation to any such person who is not an Employee unless the
          Transferee makes the notification to the Seller in relation to that
          person required by sub-clause (a)(ii) within 3 calendar months after
          the Asset Completion Date.

13.4 The Transferee shall indemnify and keep indemnified the Seller and/or BUK
     against all losses, costs, damages, compensation, tribunal awards, fines,
     expenses, actions, proceedings, claims, demands and all other liabilities
     however and whenever arising out of or in connection with:

     (a)  any change in the working conditions of the Employees or any of them
          made or proposed to be made by the Transferee on or after Asset
          Completion;

<PAGE>

                                      -34-

     (b)  the employment by the Transferee on or after Completion of the
          Employees other than on terms at least as favourable as those enjoyed
          immediately before Asset Completion;

     (c)  any claim by an Employee (whether in contract or in tort or under
          statute (including the Treaty establishing the European Community and
          any directives made under the authority of that Treaty) for any remedy
          including, without limitation, for breach of contract, unfair
          dismissal, redundancy, statutory redundancy, equal pay, sex, race or
          disability discrimination, unlawful deductions from wages, a
          protective award or under the National Minimum Wage Act 1998 or the
          Working Time Regulations 1998 or for breach of statutory duty or of
          any other nature) as a result of anything done or omitted to be done
          by the Transferee after Asset Completion;

     (d)  any claim by an employee who would have been an Employee but for the
          termination of his employment before Asset Completion by reason of his
          resignation in connection with any actual or proposed measure
          (including but not limited to a proposed change or changes in his
          working conditions) which the Transferee has expressed an intention to
          take in respect of that employee or any group of employees which
          includes that employee provided that the Seller and/or BUK shall not
          communicate any of the Transferee's intentions in relation to
          employees both in terms of any actual or proposed measures or changes
          to working conditions to employees either directly or indirectly
          without the prior agreement of the Transferee, such agreement not to
          be unreasonably withheld so as to allow BUK to comply with its
          obligations under regulation 10(2) of the Transfer Regulations; and

     (e)  any claim by any appropriate representative (as defined by regulation
          10 of the Transfer Regulations) pursuant to regulation 11 of the
          Transfer Regulations in relation to the sale of the Business arising
          out of the Transferee's failure to comply with its obligations in
          clause 13.5 of this Agreement and/or such claim arising out of the
          Transferee withholding its agreement (whether unreasonably or
          otherwise) to the Seller and/or BUK communicating the Transferee's
          intentions as set out in clause 13.4(d) of this Agreement.

13.5 The Transferee shall give sufficient information to BUK and in good time to
     enable it to comply with its obligations under regulation 10 of the
     Transfer Regulations.

13.6 Subject to clause 6.14, all sums payable by either party under clauses
     13.1-13.5 (inclusive) shall be paid free of and without any rights of
     counterclaim or set off, and without any deduction or withholding on any
     ground whatsoever, save only as may be required by law. If any such
     deduction or withholding is required by law the payer shall be obliged to
     pay to the payee such amount as will ensure that, after any such deduction
     or withholding has been made, the payee shall have received a sum equal to
     the amount that the payee would

<PAGE>

                                      -35-

     otherwise have received in the absence of any such deduction or
     withholding, as reduced by any credit to which the payee may be entitled on
     account of such deduction or withholding.

13.7 If any competent authority for Tax purposes charges to Tax any sum paid
     (the "original payment") to the payee hereunder the payer shall be obliged
     to pay to the payee such additional amount (the "additional payment") as
     will ensure that, after the payment of the Tax (ignoring for these purposes
     the availability of any Relief) so charged on the original payment and any
     Tax chargeable on the additional payment and after taking into account any
     reduction in any Tax Liability obtained by the payee in respect of any
     payment made to an Employee pursuant to any claim by an Employee referred
     to in this clause 13, there shall remain a net sum equal to the amount of
     the original payment, such additional payment to be made three Business
     Days after the payee has served notice that Tax on the original payment has
     become due and payable, or would have become due and payable but for the
     availability of a Relief.

13.8 On receipt of a valid notice of exercise from any of the Employees or
     Senior Management in respect of any option or options granted under the
     Plans or any other share option or share incentive arrangement:

     (a)  the Seller shall promptly inform the Company Secretary of the
          optionholder's employing company as at the date of grant (the
          "Employing Company") of the details of the proposed option exercise;

     (b)  the Employing Company shall then promptly notify the Seller of the
          amount of any employee taxation (including employee's social security
          contributions) which is required to be accounted for by the Employing
          Company in respect of the relevant Employee or member of Senior
          Management (the "Employee Tax Liability"), or the formula by which
          such amount is to be calculated;

     (c)  the Seller shall on satisfaction of such option, ensure that
          sufficient Seller shares issued to satisfy the option are immediately
          sold to produce net cash proceeds to meet the Employee Tax Liability
          and promptly remit such proceeds or otherwise remit sufficient funds
          to the Employing Company in order for the Employee Tax Liability to be
          fully discharged.

13.9 On receipt of a valid notice of exercise from any of the Employees or
     Senior Management in respect of any option or options granted under the
     Plans or any other share option or share incentive arrangement in respect
     of which the relevant Employee or member of Senior Management has entered
     into an agreement allowing the Seller to recover from him/her the whole or
     part of any secondary Class 1 National Insurance Contributions in respect
     of any gains made on the exercise of any such option or options;

     (a)  the Seller shall promptly inform the Employing Company (as defined in
          clause 13.8(a)) of the details of the proposed option exercise;

<PAGE>

                                      -36-

     (b)  the Employing Company shall then promptly notify the Seller of the
          amount of any secondary Class 1 National Insurance Contributions which
          is required to be accounted for by the Employing Company in respect of
          the relevant Employee or member of Senior Management (the "Employer
          Tax Liability"), or the formula by which such amount is to be
          calculated;

     (c)  the Seller shall on satisfaction of such option, ensure that
          sufficient Seller shares issued to satisfy the option are immediately
          sold to produce net cash proceeds to meet the Employer Tax Liability
          and promptly remit such proceeds or otherwise remit sufficient funds
          to the Employing Company in order for the Employer Tax Liability to be
          fully discharged.

13.10 The Seller hereby agrees to indemnify in full the Employing Company (as
     defined in clause 13.8(a)) in respect of any secondary Class 1 National
     Insurance Contributions liabilities that arise as a result of the exercise
     of any option or options granted to any of the Employees or Senior
     Management under the Plans or any other share option or share incentive
     arrangement in respect of which the relevant Employee or member of Senior
     Management has not entered into an agreement allowing the Seller to recover
     from him/her the whole or part of any such secondary Class 1 National
     Insurance Contributions.

14.  Book Debts

     As from the day after the Asset Completion Date the Purchaser shall be
     entitled to collect the Book Debts for its own account.

15.  Contracts

15.1 In respect of each Contract which is assignable without the consent of any
     Counterparty:

     (a)  this Agreement shall constitute an assignment by BUK of such Contract
          to the Purchaser, which assignment shall take effect, and the
          Purchaser shall accept such assignment, subject to and from Asset
          Completion;

     (b)  the Purchaser shall carry-out, perform and discharge all obligations
          arising under such Contract to the extent that they are due to be
          discharged after Asset Completion;

     (c)  the Purchaser shall fully indemnify BUK in respect of any failure by
          the Purchaser to carry out, perform and discharge the obligations
          referred to in this clause; and

     (d)  BUK and the Purchaser shall, as soon as practicable after Asset
          Completion, give notice to any Counterparty as the Purchaser may elect
          in such form as the Purchaser may reasonably require of the assignment
          of such Contract to the Purchaser.

<PAGE>

                                      -37-

15.2 If and insofar as the benefit of any Contract cannot be transferred by BUK
     to the Purchaser at Completion without the agreement or consent of any
     Counterparty or the novation of the relevant Contract:

     (a)  this Agreement shall not constitute an assignment or attempted
          assignment of any such Contract if such assignment or attempted
          assignment would constitute a breach of such Contract or give rise to
          a right of termination of such Contract;

     (b)  the Purchaser and BUK shall use their respective reasonable endeavours
          to obtain such consent or to procure that such Contract is assigned or
          novated as soon as possible after Asset Completion;

     (c)  unless and until such Contract shall be duly assigned or novated, BUK
          shall hold the benefits of the same on trust for the Purchaser
          absolutely and the Purchaser shall (if sub-contracting is permissible
          and lawful under the relevant Contract), as BUK's sub-contractor,
          perform, at its own cost, all obligations of BUK under such Contract
          to be performed after Asset Completion;

     (d)  unless and until such Contract shall be duly assigned or novated, BUK
          shall (at the Purchaser's cost and so far as it is lawfully or
          practicably able) do all acts and things reasonably requested by the
          Purchaser to provide the Purchaser with the benefit of such Contract
          (including, without limitation, enforcement of a right of BUK against
          the Counterparty) and will provide the Purchaser (or its nominee),
          with access to all relevant books, documents and other information in
          relation to such Contract as the Purchaser may reasonably require from
          time to time (to the extent that BUK has the same); and

     (e)  BUK will at the Purchaser's request, and subject to it being
          indemnified, give such assistance as in its power to enable the
          Purchaser to enjoy the benefits of and to enforce the Contracts
          against the Counterparty.

15.3 Notwithstanding anything in the preceding provisions of this clause 15 the
     Purchaser shall fully indemnify BUK against any act or thing done or
     omitted to be done by the Purchaser in the performance and discharge of its
     obligations and liabilities under the Contracts and which arise from or in
     relation to the conduct of the Business or the Assets in the period of time
     commencing after the Asset Completion Date.

15.4 Notwithstanding anything in the preceding provisions of this clause 15 BUK
     shall fully indemnify the Purchaser in respect of any act or thing done or
     omitted to be done by BUK in the performance and discharge of its
     obligations and liabilities under the Contracts and which arise from or in
     relation to the conduct of the Business or Assets in the period of time on
     or prior to the Asset Completion Date.

<PAGE>

                                      -38-

15.5 The Seller shall, and shall procure that Baltimore Technologies
     (Australasia) Pty Limited shall, comply with the provisions of the BTA
     Agreement

15.6 In the case of a Contract to which a member of the Seller's Group (other
     than BUK) is a party, the provisions of this clause shall apply, mutatis
     mutandis, so that references to BUK shall be construed as references to
     that member and the Seller shall procure that each such member shall comply
     with the obligations which it is expressed to have under this clause 15.

16.  Indemnities

16.1 The Seller shall indemnify the Purchaser (on an after-tax basis) against
     all costs, claims, damages, loss and expenses suffered or incurred by the
     Purchaser or any Group member as a result of any former shareholder of
     Content Technologies Holding Limited asserting that his shares were
     transferred invalidly or in breach of the constitutional documents of
     Content Technologies Holding Limited or of any agreement to which such
     shareholder and Content Technologies Holding Limited were party.

16.2 The Seller shall indemnify Content Technologies (Asia/Pacific) Pty Limited
     (on an after tax basis) against any costs, claims, damages, loss or
     expenses suffered or incurred by Content Technologies (Asia/Pacific) Pty
     Limited as a result of any liabilities of Baltimore Technologies
     (Australasia) Pty Limited transferring or having transferred to Content
     Technologies (Asia/Pacific) Pty Limited which do not relate wholly or
     mainly to the Business but such indemnity shall only apply in relation to
     such proportion of their liability that does not relate to the Business.
     For the purposes of this clause 16.3 "Business" shall be read so that any
     reference to "BUK" shall be deemed to read "Baltimore Technologies
     (Asia/Pacific) Pty Limited".

17.  Confidentiality and announcements

17.1 For the purpose of assuring the full benefit of the business and goodwill
     of each Group member and the Business and in consideration of the Purchaser
     hereby agreeing to purchase the Shares, Assets and Business on the terms of
     this Agreement, the Seller agrees with the Purchaser that (save as may be
     required by law or regulation (including the regulation of any applicable
     stock exchange or listing authority or in relation to disclosure to any Tax
     authority) or for the purpose of enforcing this Agreement, and then only to
     the extent so required) it will not at any time hereafter divulge (other
     than in accordance with clause 17.2 any information that is currently
     confidential information in relation to the affairs or businesses of any
     Group member or in relation to the Business or any information in relation
     to the Purchaser or its business.

17.2 Save as provided in clause 17.1 or as required by law or regulation
     (including the regulation of any applicable stock exchange or listing
     authority) no announcement or statement about this Agreement or the subject
     matter of, or any matter referred to in, this Agreement shall be made or
     issued before, on or after Completion by or on behalf of any of the parties
     without the prior

<PAGE>

                                      -39-

     written consent of the Purchaser and the Seller (any such consents not to
     be unreasonably withheld or delayed) PROVIDED further that nothing shall
     restrict the making by the Seller (even in the absence of agreement by the
     other parties) of the announcement or the making of any statement which may
     be required or called for by the requirements of the UK Listing Authority,
     the Code or the Panel, or the United States Securities Exchange Commission
     but, having regard to any applicable time constraints, the Seller shall
     give the Purchaser a reasonable opportunity to review and comment on the
     announcement or statement and, after having given such comments due and
     proper consideration, the Seller may, but shall be under no obligation to,
     incorporate all or part of the Purchaser's comments in the announcement or
     statement.

18.  Intellectual Property

18.1 The Seller undertakes after Completion and at the request of the Purchaser
     promptly to execute or procure the execution of all documents as may be
     reasonably necessary to secure the vesting in the Purchaser (or in such
     member of the Group as the Purchaser shall direct) of any Intellectual
     Property owned by any member of the Seller's Group and which was used prior
     to Completion by any member of the Group or BUK wholly and directly in
     connection with the Business. The Seller will be responsible for preparing
     all such documents provided the Purchaser shall be responsible for all
     costs reasonably and property incurred by the Seller and all other costs
     and expenses in respect of such vesting including but not limited to the
     cost of recording the assignments at the relevant intellectual property
     registries.

18.2 The Seller hereby grants and shall procure the grant by each relevant
     member of the Seller's Group to each relevant member of the Group with
     effect from Completion a non-exclusive, royalty free, irrevocable,
     worldwide, freely transferable licence to use such Intellectual Property
     owned by the Seller's Group which at Asset Completion either the Group or
     BUK use solely in connection with the Business under licence (whether
     written or oral).

18.3 The Group hereby grants to the Seller's Group with effect from Asset
     Completion a non-exclusive royalty free irrevocable worldwide licence to
     use all trade marks and brand names owned by the Group or used by BUK prior
     to Asset Completion in relation to the Business:

     (a)  for a period of six months solely for the purposes of running down
          existing stocks of literature and marketing materials; and

     (b)  for a period of three months solely for the purposes of running down
          and replacing existing stocks of business stationery and business
          cards.

18.4 The Seller hereby grants to each member of the Group and the Purchaser with
     effect from Asset Completion a non-exclusive royalty free irrevocable
     worldwide licence to use the Baltimore name and mark:

<PAGE>

                                      -40-

     (a)  for a period of twelve months solely as necessary for the purposes of
          selling existing stocks of the Products to customers in relation to
          the Business and the business of the Group as carried on hereafter;
          and

     (b)  for a period of four months solely as necessary for the purposes of
          running down existing stocks of related stationery, literature and
          materials.

18.5 The benefit of the licence between the Seller and Content Technologies Ltd
     dated 22 December 1999 may be assigned by BUK as part of the transaction
     contemplated by this Agreement and the Seller hereby waives any rights of
     action it may have against Content Technologies Limited under such
     agreement at the date hereof as set out in the Disclosure Letter.

18.6 In relation to the supply of transitional services and the separation of
     Information Technology and business systems the provisions of Schedule 17
     shall apply.

18.7 Within two weeks of the Asset Completion, the Purchaser shall and/or shall
     procure that the relevant Group member, being the legal and beneficial
     owner(s) of the rights to be licensed under the Certigram Licence, execute
     the Certigram Licence and deliver it to the Seller.

19.  Guarantee of BUK's obligations

19.1 In consideration of the Purchaser entering into this Agreement, the Seller
     unconditionally and irrevocably guarantees to the Purchaser the due and
     punctual performance of all the obligations and liabilities of BUK under or
     otherwise arising out of or in connection with this Agreement (as any of
     such obligations and liabilities may from time to time be varied extended,
     increased or replaced in accordance with the terms of this Agreement),
     including but not limited to any liabilities arising by virtue of any
     breach of the Warranties, and undertakes to keep the Purchaser fully
     indemnified against all liabilities, losses, proceedings, claims, damages,
     costs and expenses of whatever nature which the Purchaser may suffer or
     incur as a result of any non-payment or default by BUK in the performance
     of any of such obligations and liabilities.

19.2 If any obligation or liability of BUK expressed to be the subject of the
     guarantee contained in this clause 19 (the "Seller's Guarantee") is not or
     ceases to be valid or enforceable against BUK (in whole or in part) on any
     ground whatsoever (including, but not limited to, any defect in or want of
     powers of BUK or irregular exercise of such powers, or any lack of
     authority on the part of any person purporting to act on behalf of BUK, or
     any legal or other limitation, disability or incapacity, or any change in
     the constitution of, or any amalgamation or reconstruction of, or the
     bankruptcy, liquidation, administration or insolvency of BUK), the Seller
     shall nevertheless be liable to the Purchaser in respect of that purported
     obligation or liability as if the same were fully valid and enforceable and
     the Seller were the principal debtor in respect thereof.

19.3 The liability of the Seller under the Seller's Guarantee shall not be
     discharged or affected in any way by:

<PAGE>

                                      -41-

     (a)  the Purchaser compounding or entering into any compromise, settlement
          or arrangement with BUK, any co-guarantor or any other person; or

     (b)  any variation, extension, increase, renewal, determination, release or
          replacement of this Agreement (in accordance with the terms of this
          Agreement); or

     (c)  the Purchaser granting any time, indulgence, concession, relief,
          discharge or release to BUK, or any other person or realising, giving
          up, agreeing to any variation, renewal or replacement of, releasing,
          abstaining from or delaying in taking advantage of or otherwise
          dealing with any securities from or other rights or remedies which it
          may have against BUK, or any other person; or

     (d)  any other matter or thing which, but for this provision, might
          exonerate or affect the liability of the Seller.

19.4 The Purchaser shall not be obliged to take any steps to enforce any rights
     or remedy against BUK before enforcing the Seller's Guarantee.

19.5 The Seller's Guarantee is in addition to any other security or right now or
     hereafter available to the Purchaser and is a continuing security
     notwithstanding any death, bankruptcy, liquidation, administration,
     insolvency or other incapacity of BUK or the Seller.

19.6 Until the full and final discharge of all obligations and liabilities (both
     actual and contingent) which are the subject of the Seller's Guarantee, the
     Seller:

     (a)  waives all of its rights of subrogation, reimbursement and indemnity
          against BUK and agrees not to demand or accept any security from BUK
          or any co-guarantor in respect of any such rights and not to prove in
          competition with the Purchaser in the bankruptcy, liquidation or
          insolvency of BUK or any such co-guarantor; and

     (b)  agrees that it will not claim or enforce payment (whether directly or
          by set-off, counterclaim or otherwise) of any amount which may be or
          has become due to the Seller by BUK, any co-guarantor or any other
          person liable to the Purchaser in respect of the obligations hereby
          guaranteed if and so long as BUK is in default under this Agreement.

19.7 Unless agreed in writing otherwise by the Seller and the Purchaser, any
     moneys received by the Purchaser under the Seller's Guarantee may be placed
     to the credit of a suspense account with a view to preserving its rights to
     prove for the whole of its claims against BUK or any other person.

19.8 If the Seller's Guarantee is discharged or released in consequence of any
     performance by BUK of the guaranteed obligations which is set aside for any
     reason, the Seller's Guarantee shall be automatically reinstated in respect
     of the relevant obligations.

<PAGE>

                                      -42-

20.  Guarantee of the Seller's obligations

20.1 In consideration of the Purchaser entering into this Agreement, BUK
     unconditionally and irrevocably guarantees to the Purchaser the due and
     punctual performance of all the obligations and liabilities of the Seller
     under or otherwise arising out of or in connection with this Agreement (as
     any of such obligations and liabilities may from time to time be varied
     extended, increased or replaced in accordance with the terms of this
     Agreement), including but not limited to any liabilities arising by virtue
     of any breach of the Warranties, and undertakes to keep the Purchaser fully
     indemnified against all liabilities, losses, proceedings, claims, damages,
     costs and expenses of whatever nature which the Purchaser may suffer or
     incur as a result of any non-payment or default by the Seller in the
     performance of any of such obligations and liabilities.

20.2 If any obligation or liability of the Seller expressed to be the subject of
     the guarantee contained in this clause 20 (the "BUK Guarantee") is not or
     ceases to be valid or enforceable against the Seller (in whole or in part)
     on any ground whatsoever (including, but not limited to, any defect in or
     want of powers of the Seller or irregular exercise of such powers, or any
     lack of authority on the part of any person purporting to act on behalf of
     the Seller, or any legal or other limitation, disability or incapacity, or
     any change in the constitution of, or any amalgamation or reconstruction
     of, or the bankruptcy, liquidation, administration or insolvency of the
     Seller), BUK shall nevertheless be liable to the Purchaser in respect of
     that purported obligation or liability as if the same were fully valid and
     enforceable and BUK were the principal debtor in respect thereof.

20.3 The liability of BUK under the BUK Guarantee shall not be discharged or
     affected in any way by:

     (a)  the Purchaser compounding or entering into any compromise, settlement
          or arrangement with the Seller, any co-guarantor or any other person;
          or

     (b)  any variation, extension, increase, renewal, determination, release or
          replacement of this Agreement (in accordance with the terms of this
          Agreement); or

     (c)  the Purchaser granting any time, indulgence, concession, relief,
          discharge or release to the Seller, or any other person or realising,
          giving up, agreeing to any variation, renewal or replacement of,
          releasing, abstaining from or delaying in taking advantage of or
          otherwise dealing with any securities from or other rights or remedies
          which it may have against the Seller, or any other person; or

     (d)  any other matter or thing which, but for this provision, might
          exonerate or affect the liability of BUK.

20.4 The Purchaser shall not be obliged to take any steps to enforce any rights
     or remedy against the Seller before enforcing the BUK Guarantee.

<PAGE>

                                      -43-

20.5 The BUK Guarantee is in addition to any other security or right now or
     hereafter available to the Purchaser and is a continuing security
     notwithstanding any death, bankruptcy, liquidation, administration,
     insolvency or other incapacity of the Seller or BUK.

20.6 Until the full and final discharge of all obligations and liabilities (both
     actual and contingent) which are the subject of the BUK Guarantee, BUK:

     (a)  waives all of its rights of subrogation, reimbursement and indemnity
          against the Seller and agrees not to demand or accept any security
          from the Seller or any co-guarantor in respect of any such rights and
          not to prove in competition with the Purchaser in the bankruptcy,
          liquidation or insolvency of the Seller or any such co-guarantor; and

     (b)  agrees that it will not claim or enforce payment (whether directly or
          by set-off, counterclaim or otherwise) of any amount which may be or
          has become due to BUK by the Seller, any co-guarantor or any other
          person liable to the Purchaser in respect of the obligations hereby
          guaranteed if and so long as the Seller is in default under this
          Agreement.

20.7 Unless agreed in writing otherwise by BUK and the Purchaser, any moneys
     received by the Purchaser under the BUK Guarantee may be placed to the
     credit of a suspense account with a view to preserving its rights to prove
     for the whole of its claims against the Seller or any other person.

20.8 If the BUK Guarantee is discharged or released in consequence of any
     performance by the Seller of the guaranteed obligations which is set aside
     for any reason, the BUK Guarantee shall be automatically reinstated in
     respect of the relevant obligations.

21.  Further assurance and availability of information

21.1 The Seller and BUK shall execute and deliver all such instruments and other
     documents and take all such actions as the Purchaser may from time to time
     reasonably require in order to give full effect to the provisions of this
     Agreement.

21.2 The Purchaser shall execute and deliver all such instruments and other
     documents and take all such actions as the Seller may from time to time
     reasonably require in order to give full effect to the provisions of this
     Agreement.

21.3 The Seller and BUK shall provide the Purchaser with reasonable access to
     and allow reasonable copies to be taken (at the Purchaser's own cost) of
     all records retained by the Seller or BUK (as the case may be) at
     Completion insofar as they relate to the Business.

<PAGE>

                                      -44-

22.  Termination

22.1 The parties have set out in clause 4.7 and in this clause 22 the
     circumstances in which they will have the right to terminate this
     Agreement. Other than as set out in clause 4.7 and in this clause 22, no
     party shall have the right to rescind or terminate this Agreement.

22.2 If the conditions specified in clause 3.1 have not been satisfied or waived
     in relation to clause 3.1(b)) in accordance with clause 3, by the Latest
     Completion Date, then, unless agreed by all parties in writing otherwise:

     (a)  this Agreement shall terminate (including for the avoidance of doubt
          in relation to the sale and purchase of the Assets and Business) and
          have no further effect (subject only to clauses 18 (Confidentiality
          and announcements), 26 (Costs), 27(Notices) and 31 (Governing law and
          jurisdiction) which shall continue in force; and

     (b)  subject to any liability which may arise from any breach of the
          obligations contained in clauses 3.2 (Best endeavours), 18
          (Confidentiality and announcements), 26 (Costs), 27 (Notices) and 31
          (Governing law and jurisdiction) the parties shall be released from
          all liabilities hereunder.

23.  Interest

     If any amount required to be paid under this Agreement or the Tax Covenant
     is not paid when it is due, such amount shall bear interest at the rate of
     two per cent per annum over the base lending rate of Barclays Bank PLC from
     time to time, calculated on a daily basis for the period from the relevant
     due date for payment up to and including the date of actual payment, as
     well after as before any judgment.

24.  Continuing obligations and assignment

24.1 Each of the obligations, warranties, representations, indemnities and
     undertakings accepted or given by the parties or any of them under this
     Agreement or any document referred to herein ("Obligations") shall continue
     in full force and effect notwithstanding Completion taking place and shall
     be binding on the respective successors, estates and personal
     representatives of the parties.

24.2 The rights of each of the parties who are bodies corporate hereto shall be
     assignable to its holding companies or subsidiaries or subsidiaries of such
     holding companies by notice in writing to the other parties.

24.3 The parties acknowledge that the Purchaser intends to transfer the Business
     and Assets and all its rights and obligations under this Agreement in
     respect of the Business and Assets to Content Technologies Limited after
     Completion and BUK accordingly, hereby releases

<PAGE>

                                      -45-

     Content Technologies Limited from any restriction contained in the business
     transfer agreement between Content Technologies Limited and BUK and dated
     31 March 2001 and which relate to the operation and conduct of the Business
     or activities related thereto.

25.  Costs

     Each party shall pay its own costs and expenses in relation to the
     negotiation, preparation, and implementation of this Agreement (and the
     documents referred to herein), including the fees and disbursements of
     their respective financial, legal, accountancy and other advisers.

26.  Notices

26.1 Any notice or other communication to be given under this Agreement shall be
     in writing, shall be deemed to have been duly served on, given to or made
     in relation to a party if it is left at the authorised address of that
     party, posted by pre-paid airmail addressed to that party at such address,
     or sent by facsimile transmission to a machine situated at such address and
     shall if:

     (a)  personally delivered, be deemed to have been received at the time of
          delivery;

     (b)  posted to an inland address in the United Kingdom, be deemed to have
          been received on the second Business Day after the date of posting and
          if posted to an overseas address, be deemed to have been received on
          the fifth Business Day after the date of posting; or

     (c)  sent by facsimile transmission, be deemed to have been received upon
          receipt by the sender of a facsimile transmission report (or other
          appropriate evidence) that the facsimile has been transmitted to the
          addressee provided that a confirmation copy of such notice is sent to
          the addressee by pre-paid post.

     PROVIDED that where, in the case of delivery by hand or facsimile
     transmission, delivery or transmission occurs after 5 pm on a Business Day
     or on a day which is not a Business Day, receipt shall be deemed to occur
     at 9 am on the next following Business Day.

26.2 For the purposes of this clause the authorised address of each party shall
     be the address set out on page 1 of this Agreement or such other address as
     that party may notify to the others in writing from time to time in
     accordance with the requirements of this clause.

26.3 The provisions of this clause shall not apply to the service of a notice to
     exercise the Call Option or the Put Option which shall be deemed served on
     receipt in accordance with clause 5.

<PAGE>

                                      -46-

27.  Severability

     If any provision of this Agreement (or of any document referred to herein)
     is held to be illegal, invalid or unenforceable in whole or in part in any
     relevant jurisdiction the legality, validity and enforceability of the
     remaining provisions of this Agreement (or such document) shall not in any
     way be affected or impaired thereby.

28.  Entire agreement and variation

28.1 This Agreement (and any documents referred to herein or therein (the
     "Relevant Documents")) contains the entire agreement and understanding of
     the parties and supersedes all prior agreements, understandings or
     arrangements (both oral and written) relating to the subject matter of this
     Agreement.

28.2 Each of the parties acknowledges and agrees that:

     (a)  it does not enter into the Relevant Documents on the basis of and does
          not rely, and has not relied, upon any statement or representation
          (whether negligent or innocent) or warranty or other provision (in any
          case whether oral, written, express or implied) made, given or agreed
          to by any person (whether a party to this Agreement or not) except
          those expressly set out or referred to in the Relevant Documents and
          the only remedy or remedies available in respect of any
          misrepresentation or untrue statement made to it shall be a claim for
          breach of contract under the Relevant Documents; and

     (b)  this clause 28.2 shall not apply to any statement, representation or
          warranty made fraudulently or to any provision of the Relevant
          Documents which was induced by, or otherwise entered into as a result
          of, fraud, for which the remedies shall be all those available under
          the law governing the Relevant Documents.

28.3 No variation, supplement, deletion or replacement of or from this Agreement
     or any of its terms shall be effective unless made in writing and signed by
     or on behalf of each party.

28.4 For the avoidance of doubt, the offer provisions of the letter from Amadeus
     Capital Limited to the Seller dated 10 December 2001 (as amended by letter
     dated 17 January 2002, 21 January 2002 and 22 January 2002) shall terminate
     on execution of this Agreement.

29.  General provisions

29.1 The Purchaser may release or compromise the liability of the Seller
     hereunder or grant the Seller time or other indulgence without affecting
     the liability of any other Seller hereunder.

29.2 Any waiver of a breach of any of the terms of this Agreement or of any
     default hereunder shall not be deemed to be a waiver of any subsequent
     breach or default and shall in no way affect the other terms of this
     Agreement.

<PAGE>

                                      -47-

29.3 No failure to exercise and no delay on the part of any party in exercising
     any right, remedy, power or privilege of that party under this Agreement
     and no course of dealing between the parties shall be construed or operate
     as a waiver thereof, nor shall any single or partial exercise of any right,
     remedy, power or privilege preclude any other or further exercise thereof
     or the exercise of any other right, remedy, power or privilege. The rights
     and remedies provided by this Agreement are cumulative and are not
     exclusive of any rights or remedies provided by law.

29.4 This Agreement may be executed in any number of counterparts, each of which
     when executed and delivered shall be an original, but all of which when
     taken together shall constitute a single instrument.

29.5 The parties do not intend that any term of this Agreement should be
     enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999
     by any person who is not a party to this Agreement.

30.  Governing law and jurisdiction

30.1 This Agreement (together with all documents to be entered into pursuant to
     it which are not expressed to be governed by another law) shall be governed
     by, construed and take effect in accordance with English law.

30.2 The courts of England shall have exclusive jurisdiction to settle any
     claim, dispute or matter of difference which may arise out of or in
     connection with this Agreement (including without limitation claims for
     set-off or counterclaim) or the legal relationships established by this
     Agreement.

30.3 Each of the parties hereto agrees that in the event of any action between
     any of the parties hereto being commenced in respect of this Agreement or
     any matters arising under it, the process by which it is commenced, (where
     consistent with the applicable court rules) may be served on them in
     accordance with clause 26.

AS WITNESS the hands of the parties or their duly authorised representatives the
day and year first above written.

<PAGE>

                                      -48-

                                   Schedule 1

                                     Part I

                                   The Shares

Class of Shares     Number of issued Shares
-----------------   -----------------------
Ordinary                   9,184,997

A Ordinary Shares          3,622,000

B Ordinary Shares          3,470,320

C Ordinary Shares          4,031,000

E Deferred Shares            430,734

<PAGE>

                                      -49-

                                   Schedule 2

                   The Company and the Subsidiary Undertakings

A.   Content Technologies Holdings Limited

<TABLE>
<S>  <C>                         <C> <C>
1.   Registered number           :   3498084

2.   Registered office           :   1310 Waterside, Arlington Business Park, Theale,
                                     Reading, Berkshire, RG7 4SA

3.   Date of incorporation       :   23 January 1998

4.   Class of company            :   private company limited by shares

5.   Authorised share capital    :   (pound)21,656.60 consisting of 1 million shares each with a
                                     (pound)0.0001 value

6.   Issued share capital        :   (pound)20,739.05

7.   Directors                   :   Simon Enoch

                                     Bijan Khezri

8.   Secretary                   :   Simon Enoch

9.   Accounting reference date   :   31 December

10.  Auditors                    :   KPMG Audit plc

11.  Mortgages and Charges       :   None registered

12.  Subsidiary Undertakings     :   Content Technologies Limited

                                     Content Technologies GmbH

                                     Content Technologies SAS
</TABLE>

<PAGE>

                                      -50-

B.   Content Technologies Limited

<TABLE>
<S>  <C>                         <C> <C>
1.   Registered number           :   3367495

2.   Registered office           :   1310 Waterside, Arlington Business Park, Theale,
                                     Reading, Berkshire, RG7 4SA

3.   Date of incorporation       :   9 May 1997

4.   Class of company            :   Private company limited by shares

5.   Authorised share capital    :   (pound)10,000 consisting of 1 million shares each with a
                                     (pound)0.01 value

6.   Issued share capital        :   1 million shares each

7.   Directors                   :   Simon Enoch

                                     Bijan Khezri

                                     Christopher Heslop

8.   Secretary                   :   Simon Enoch

                                     Bijan Khezri

9.   Accounting reference date   :   31 December

10.  Auditors                    :   KPMG Audit plc

11.  Mortgages and Charges       :   None registered

12.  Subsidiary Undertakings     :   Content Technologies (Asia/Pacific) Pty Limited

                                     Content Technologies Inc

                                     Content Technologies KK
</TABLE>

<PAGE>

                                      -51-

C.   Content Technologies Inc

1.   Registered Number           :   601 678157

2.   Registered office           :   Lawco of Washington Inc, 1201 3rd Ave
                                     40th Floor
                                     Seattle
                                     WA 98101-3099
                                     US

3.   Date of incorporation       :   22 December 1995

4.   Class of company            :   Company limited by shares

5.   Authorised share capital    :   1,000,000 common stock of US$01 each

6.   Issued share capital        :   100,000 shares

7.   Directors                   :   Martyn Webster

                                     David Guyatt

                                     Andy Harris

8.   Accounting reference date   :   31 December

9.   Auditors                    :   KPMG Audit plc

10.  Mortgages and Charges       :   None

11.  Subsidiary Undertakings     :   None

<PAGE>

                                      -52-

D.   Content Technologies (Asia/Pacific) Pty Limited

<TABLE>
<S>  <C>                         <C> <C>
1.   Registered number           :   CAN 71987847

2.   Registered office           :   STE 47 Neridah St
                                     Chatswood
                                     NSW 2067
                                     Australia

3.   Date of incorporation       :   25 November 1995

4.   Class of company            :   private company

5.   Authorised share capital    :   $1,720,000 comprising 1,720,000 shares of $1 each

6.   Issued share capital        :   $1,720,000

7.   Directors                   :   Simon Enoch

                                 :   Bijan Khezri

8.   Secretary                   :   Louise Olle

9.   Accounting reference date   :   31 December

10.  Auditors                    :   KPMG Audit plc

11.  Tax district and reference  :   Commonwealth of Australia

12.  Mortgages and Charges       :   None

13.  Subsidiary Undertakings     :   None
</TABLE>

<PAGE>

                                      -53-

E.   Content Technologies GmbH

<TABLE>
<S>  <C>                         <C> <C>
1.   Registered number           :

2.   Registered office (seat)    :   Lyoner Strasse 26

                                     D-60258 Frankfurt am Main
                                     Germany

3.   Date of incorporation       :   9 February 2000
                                     (27 July 2000 - registered limited liability FF)

4.   Class of company            :   Subsidiary of CTL

5.   Authorised share capital    :   (pound)25,000

6.   Issued share capital        :   (pound)25,000 (1 share)

7.   Directors                   :   Frank Brandenburg

                                     Simon Enoch

8.   Accounting reference date   :   31 December

9.   Auditors                    :   KPMG Audit plc

10.  Mortgages and Charges       :   None

11.  Subsidiary Undertakings     :   None
</TABLE>

<PAGE>

                                      -54-

                                   Schedule 3
                        Allocation of Asset Consideration

The Asset Consideration shall be allocated amongst the Assets as follows:

<TABLE>
<CAPTION>
Asset                                        Price allocation ((pound))
-----                                        --------------------------
<S>                                          <C>
Goodwill

Stocks

Contracts benefit                            the burden of the respective Contract

Plant and Equipment

BUK Intellectual Property Rights:

(a) BUK Software IPR

(b) Other BUK Intellectual Property Rights

BUK Information Technology

Vehicles

Fixed Assets

                                                   -----
                                             Total

                                                   -----
</TABLE>

Price allocation to be completed following determination of the Asset
Consideration pursuant to clause 6.9. Any part of the Asset Consideration not
expressly allocated to an Asset shall be allocated to the BUK Software IPR.

<PAGE>

                                      -55-

                                   Schedule 4

                                   Warranties

1.   The Warranties in Part A of this Schedule apply not only to the Company but
     also to each Subsidiary Undertaking as if they had been expressly repeated
     with respect to each such Subsidiary Undertaking, naming it in place of the
     Company throughout.

2.   The Warranties in Part B of this Schedule shall apply to the Assets, the
     BUK Property and the Business.

3.   In this Schedule any reference to provisions of United Kingdom laws or
     regulations is to be taken, in relation to Subsidiary Undertakings
     incorporated in or doing business in another jurisdiction, to the
     equivalent provision having substantially the same effect in that other
     jurisdiction.

4.   In this Schedule:

     (a)  "Accounts" means the audited consolidated combined financial
          statements of the Group and the Business for the fourteen month period
          ended on the Balance Sheet Date, including all notes, reports,
          statements and other documents annexed to them, whether or not
          pursuant to any legal requirement;

     (b)  "Accounts Relief" means any Relief taken into account in computing and
          so reducing or eliminating any provision for Tax (including deferred
          Tax) which appears in the balance sheet in the Completion Accounts or
          which was taken into account in the Completion Accounts as an asset;

     (c)  "ACT" means advance corporation tax within the meaning of section 14
          of the ICTA 1988;

     (d)  "connected" has the meaning attributed to it by the Companies Act
          1985;

     (e)  "Event" means any transaction, act, event or omission of whatever
          nature;

     (f)  "Group Relief" means:

          (i)  relief the subject of a surrender or claim pursuant to Chapter IV
               of Part X of the ICTA 1988;

          (ii) advance corporation tax the subject of a surrender or claim
               pursuant to section 240 of the ICTA 1988; and

          (iii) any tax refund the subject of a surrender or claim pursuant to
               section 102 of the Finance Act 1989;

<PAGE>

                                      -56-

     (g)  "Guarantee means any guarantee, indemnity, suretyship, letter of
          comfort or other assurance, security or right of set off given or
          undertaken by a person to support the obligations of any other person
          and either given directly or by way of counterindemnity to any other
          person who has provided a Guarantee;

     (h)  "Interim Accounts" means the reviewed consolidated combined financial
          statements of the Group and the Business for the nine month period
          ended on the Interim Balance Sheet Date;

     (i)  "Management Accounts" means the management accounts for the Group and
          the Business covering the period from 1 October 2001 to 31 December
          2001.

     (j)  "Post-Completion Relief" means any Relief which arises to the
          Purchaser or to the Company as a consequence of any Event occurring or
          from income, profits or gains arising after Completion;

     (k)  "Relief" means any relief, allowance or deduction in computing
          profits, credit or right to repayment of Tax (including repayment
          supplement or interest thereon) granted by or pursuant to any
          legislation or otherwise for Tax purposes whether of the United
          Kingdom or elsewhere in the world;

     (l)  "Tax Liability" shall include:

          (i)  liabilities of the Company to make payments of or in respect of
               Tax;

          (ii) the denial, loss, use or set off in whole or in part of any
               Accounts Relief which would, but for such denial, loss, use or
               set off, have been available to the Company after Completion; and

          (iii) the use or setting off in whole or in part against income,
               profits or gains earned, accrued, arising or received on or
               before Completion, or Tax thereon, of any Post-Completion Relief
               where but for such use or setting off the Company would have had
               an actual Tax Liability in respect of which the Purchaser would
               have been able to make a claim against the Covenantor under this
               Tax Covenant.

5.   The only warranties in Part A of this Schedule given in relation to
     Intellectual Property and Information Technology are those in paragraph L.

6.   The only warranties in Part B of this Schedule given in relation to
     Intellectual Property and Information Technology are those in paragraph I.

<PAGE>

                                      -57-

                                     Part A

A.   Preliminary

A.1  The information set out in Schedules 1 and 2 of this Agreement is true and
     accurate in all material respects and there is no matter which renders any
     of such information untrue, inaccurate, incomplete or misleading.

A.2  The Seller has the right, power and authority and has taken all action
     necessary to execute and deliver, and to exercise its rights and perform
     its obligations under, this Agreement and each document to be executed at
     or before Completion.

A.3  This Agreement constitutes, and the Tax Covenant and the other documents to
     be executed by the Seller which are to be delivered at Completion will,
     when executed, constitute legal, valid and binding obligations of the
     Seller enforceable in accordance with their respective terms.

A.4  The Seller is entitled to sell and transfer or procure the sale and
     transfer of the full legal and beneficial ownership in the Shares to the
     Purchaser on the terms set out in the Agreement.

A.5  The execution and delivery of, and the performance of obligations under the
     compliance with the provisions of, this Agreement and the Tax Covenant by
     the Seller will not result in:

     (a)  a violation of any provision of its Memorandum or Articles of
          Association; or

     (b)  so far as the Seller is aware, a violation of any law or regulation in
          any jurisdiction having the force of law or of any order, judgement or
          decree or any court of governmental agency or agreement to which the
          Seller is a party or by which the Seller is bound.

A.6  The Seller is not aware of any legal proceedings that are pending or have
     been threatened in connection with the sale and purchase of the Shares,
     Assets and/or Business.

B.   The Accounts and the Interim Accounts

B.1  The copies of the Accounts annexed to the Disclosure Letter are true and
     complete copies. The Accounts:

     (a)  give a true and fair view of the state of affairs of the Group
          (including the Business) at the Balance Sheet Date;

<PAGE>

                                      -58-

     (b)  have been prepared in accordance with the laws of England and Wales
          including the Companies Act 1985 and with generally accepted
          accounting standards, principals and practices in the United Kingdom
          and other applicable statutes and regulations; and

     (c)  have been prepared, unless otherwise expressly stated therein, on a
          basis consistent with the basis applied in preparing the audited
          consolidated accounts of the Group (including the Business) for the
          preceding financial years thereto.

B.2  The copies of the Interim Accounts annexed to the Disclosure Letter are
     true and complete copies. The Interim Accounts have been prepared, with due
     skill and care on a basis consistent with the basis applied in the
     Accounts.

B.3  The Management Accounts (copies of which are attached to the Disclosure
     Letter) have been prepared with due skill and care in the ordinary course
     of the business of the Group and show a reasonably accurate view of the
     state of affairs and profit and loss of the Group and the Business as at
     and for the period in respect of which they have been prepared but it is
     hereby acknowledged that they have not been prepared on a statutory basis.

B.4  There is annexed to the Disclosure Letter details of all debts owing to a
     member of the Group (other than from another member of the Group) as at 30
     September 2001 which were then outstanding for in excess of 60 days after
     their due date of payment.

B.5  The costs shown in the Interim Accounts and the Management Accounts are
     properly attributable to the business conducted by the Group and the
     Business.

C.   Business since the Balance Sheet Date

C.1  Since the Balance Sheet Date:

     (a)  the Group has carried on its business in the ordinary and usual course
          and so as to maintain the same as a going concern;

     (b)  there has been no material adverse change in the financial position of
          the Group;

     (c)  so far as the Seller is aware, no unlawful act of any person has
          depleted the assets of any Group member; and

C.2  Since the Interim Balance Sheet Date:

     (a)  no member of the Group has acquired or disposed of or agreed to
          acquire or dispose of any material assets or assumed or incurred or
          agreed to assume or incur any

<PAGE>
                                      -59-

          material liabilities (including contingent liabilities) otherwise than
          in the ordinary course of its business;

     (b)  no loan or loan capital has been repaid by any member of the Group in
          whole or in part or has become liable to be so repaid; and

     (c)  each member of the Group has paid its creditors and collected its
          debtors in a manner consistent with the management practice in the six
          months immediately prior to the date of this Agreement.

D.   Share capital and constitution of the Group

D.1  The register of members of each Group member contains complete and accurate
     records of its members as at the date of this Agreement.

D.2  There is no subsisting option, right of pre-emption, right or obligation to
     acquire, redeem or convert or Encumbrance on and nor has any Group member
     agreed to give or create any option, right of pre-emption, right or
     obligation to acquire, redeem or convert or Encumbrance on, over or
     affecting the share capital (whether issued or unissued and whether or not
     authorised capital) of itself.

D.3  The copy of the memorandum and articles of association of the Company
     annexed to the Disclosure Letter is up to date, true and complete.

D.4  The Shares comprise all the shares in issue in the capital of the Company
     are legally and beneficially owned by the Seller free from Encumbrances and
     are fully paid.

E.   Subsidiary Undertakings and related operations

E.1  The Company is not the holder or beneficial owner of any shares or
     securities of any other person (whether incorporated in England and Wales
     or elsewhere) other than the Subsidiary Undertakings and has not agreed to
     acquire any such shares or securities. The Subsidiary Undertakings are
     wholly owned by the Company (or in the case of Content Technologies Inc,
     and Content Technologies (Asia-Pacific) Pty Limited by Content Technologies
     Limited) free from any Encumbrances. No Subsidiary Undertaking owns any
     other subsidiary undertaking.

E.2  No member of the Group is nor has agreed to become a member of any
     partnership, joint venture, consortium or other incorporated or
     unincorporated association and has no branch, agency, place of business or
     establishment outside England and Wales other than those disclosed in
     Schedule II of this Agreement.

<PAGE>

                                      -60-

F.   Assets

F.1  The figure shown in the Interim Accounts against "Assets" reflects the
     value of the assets owned by the Group members and such assets are the
     property of the relevant Group member free from any hire or hire purchase
     agreement and Encumbrances and have at all material times been and are in
     the possession of or under the control of a Group member.

F.2  Each Group member owns or has and will following Completion have the right
     to use all assets and rights that it needs to carry on its business in
     substantially the same manner as it was carried on immediately before the
     date of this Agreement.

G.   Properties

G.1  The Properties comprise all of the land and premises owned, occupied or
     otherwise used by any Group member. The particulars of the Properties shown
     in Schedule 6 are true and correct and each one of the Group members is the
     beneficial owner of those Properties set out opposite its name in that
     Schedule.

G.2  The title to each of the Properties is good and is properly constituted by
     documents of title which are in the possession of and under the control of
     the relevant Group member.

G.3  True and complete copies of all documents relating to the title to the
     Properties have been produced to the Purchaser's Solicitors.

G.4  Each of the Properties is free from any Encumbrance.

G.5  The relevant Group Member is in sole and exclusive occupation of the
     Properties vested in it.

G.6  The Properties are not subject to the payment of any outgoings other than
     business rates, water rates and sewerage charges and the sums reserved by
     the lease or tenancy agreement under which the Properties are held.

G.7  The relevant Group member has paid all rent or licence fees and all other
     outgoings which have become due in respect of each of the Properties. The
     relevant Group member has materially performed and observed all obligations
     under all covenants or conditions contained in the lease or tenancy
     agreement under which the Properties are held. No notice of any breach of
     any such matter has been received.

G.8  The Seller has not received notice of any dispute relating to any of the
     Properties.

<PAGE>

                                      -61-

G.9  The written replies given by or on behalf of the Seller to enquiries raised
     by the Purchaser's Solicitors in respect of any of the Properties are true
     and accurate to the Seller's reasonable knowledge.

G.10 Since the Interim Balance Sheet Date no Group Member has acquired or
     disposed of or agreed to acquire or dispose of the whole or any part of any
     land or buildings or any interest therein, nor will it acquire or dispose
     of the whole or any part of any land or buildings or interest therein
     without the prior written consent of the Purchaser.

G.11 No Group member has any existing or contingent liabilities in respect of
     any properties previously occupied by it or in which it owned or held any
     interest or in connection to which it acted as surety.

G.12 To the best of the Seller's knowledge the lease of the Frankfurt office (as
     is more particulary described in Schedule 6 of this Agreement) was
     correctly executed by the tenant under the lease with full power of
     authority and that the lease is valid under German law.

G.13 So far as the Seller is aware no notices have been received alleging any
     breach of any agreements, covenants, restrictions and statutory
     requirements or other matters to which the Properties are subject and there
     are no claims or disputes or outstanding orders or notices affecting the
     Properties.

H.   Environmental

H.1  So far as the Seller is aware the Group has at all times complied with
     Environmental Laws and there is no claim, proceeding, action, judgement or
     warning either current or pending in respect of Environmental Law against
     any Group member or any of its directors, secretary or senior employees in
     their capacity as such.

H.2  So far as the Seller is aware the condition of the Properties is such that
     there are no circumstances in which the presence of any Relevant Substance
     could result in any claim, proceeding, action, judgement or warning being
     brought against the Group under Environmental Law by any lawful authority
     or third party or which could require the Group to undertake remedial works
     (whether ordered by a Court or by agreement with a third party).

I.   Health and Safety

     Each Group member has complied in all material respects with all relevant
     laws relating to employee, contractor and third party health and safety.

<PAGE>

                                      -62-

J.   Insurance

J.1  All insurance policies relating to the assets and business of the Group and
     currently in force have been disclosed to the Purchaser.

J.2  So far as the Seller is aware, there is no claim exceeding (pound)50,000
     outstanding under any such policy either by the insurer or the insured and
     there are no circumstances which would entitle any Group member to make a
     claim under any of the policies.

J.3  All premiums due on the policies in respect of such insurance cover has
     been paid.

K.   Commercial agreements and arrangements

K.1  The Seller has disclosed to the Purchaser in the Disclosure Letter all
     contracts (other than this Agreement) entered into by any Group member
     under which payments are still due and owing and/or obligations are still
     to be performed and under which sums in excess of (pound)50,000 are or may
     be payable or receivable in any consecutive twelve month period.

K.2  No Group member has committed a material breach of any material contract,
     agreement or arrangement to which it is a party and, so far as the Seller
     is aware, no other party to such contracts, agreements or arrangements is
     in material breach of the same.

K.3  No Group member is a party to any contract, obligation or agreement (other
     than this Agreement) under which payments are still due and owing and/or
     obligations are still to be performed and which:

     (a)  is of an unusual or abnormal nature, not on arm's length terms or
          outside the ordinary course of trading;

     (b)  is of a long term nature (that is, unlikely to have been fully
          performed in accordance with its terms within 12 months after the date
          on which it was entered into or undertaken); or

     (c)  is incapable of termination by such Group member in accordance with
          its terms on no more than 12 months' notice.

K.4. No Group member is a party to any material contract, agreement or
     arrangement which will enable the other party to terminate the same by
     virtue of this Agreement or its Completion.

<PAGE>

                                      -63-

K.5  There are in existence no contracts, arrangements, engagement or agreements
     remaining in whole or in part to be performed between the Seller or any
     member of the Seller's Group and any Group member.

L.   Intellectual Property Rights and Information Technology

     General

L.1  The Group members are the legal and beneficial owners of the rights set out
     in Schedule 7 and all the copyright in the Products other than that
     Intellectual Property which is subject to the licences and consents
     disclosed in the Disclosure Letter or assigned by BUK hereunder or which is
     freely available from public sources for use without payment of royalty or
     fee (including without limitation, freeware). As far as the Seller is aware
     all Intellectual Property owned by the Group is free from Encumbrances.

L.2  The Group has disclosed complete and accurate copies of all material
     written licences and consents of Intellectual Property granted to or by
     each Group member and all other material agreements relating to
     Intellectual Property enjoyed by the Group, except:

     (a)  for licences to the Group of retail computer software; and

     (b)  licences substantially on the Group's standard terms and conditions as
          referred to in the Disclosure Letter granted to third parties for
          their use of the Products,

     (together the "Licences").

L.3  Save as disclosed in the Disclosure Letter, and so far as the Seller is
     aware, none of the Group members are in breach of any Licences and so far
     as the Seller is aware there are no grounds on which any Licences can be
     terminated, suspended, varied or revoked without the consent of a member of
     the Group. The Group has neither served notices relating to a breach (or
     alleging breach) of the terms of any of the Licences on the counterparties
     thereto nor received any notices relating to a breach (or alleging breach)
     of the terms of any of the Licences from any counterparties thereto.

L.4  As far as the Seller is aware, all renewal and application fees due as at
     the date of this Agreement in respect of registered Intellectual Property
     (or applications therefor) owned by the Group members have been paid. The
     Seller has disclosed details of currently unresolved notices of opposition
     and objection relating to the registered Intellectual Property Rights and
     applications therefor.

<PAGE>

                                      -64-

L.5  As far as the Seller is aware, there is no infringement (and the Seller has
     not received notifications of infringement since 25 October 2000) of the
     Group Product IPR by any third party.

L.6  As far as the Seller is aware, there is no infringement (and the Seller has
     not received notifications of infringement since 25 October 2000) of any
     third party Intellectual Property by any Group member.

L.7  Complete, accurate and up to date particulars of all Intellectual Property
     of which any member of the Group is or is applying to be registered as the
     proprietor are set out in Schedule 7.

L.8  So far as the Seller is aware, the Group has not received any applications
     for licences of right, compulsory licences or equivalent relief in any
     jurisdiction in respect of the Intellectual Property Rights.

L.9  So far as the Seller is aware, all material know-how used by the Group in
     the Business is adequately documented or otherwise embodied in physical
     form to enable the Purchaser to acquire its full benefit and is in the
     possession or control of the Group. No member of the Group has made
     disclosure of any such material know-how used by it other than under
     enforceable confidentiality undertakings.

L10  With the exception of all Intellectual Property comprised in the
     Information Technology, as far as the Seller is aware, the Intellectual
     Property Rights, BUK Intellectual Property Rights, the rights granted under
     the Licences and the Intellectual Property assigned or licensed under this
     Agreement together comprise all the material Intellectual Property that is
     necessary for the Group to carry on its business after Completion in
     substantially the same manner as it was carried on immediately before the
     date of this Agreement.

L.11 The Group has in its possession and control complete copies of all source
     codes of all versions of the Products currently sold and maintained.

L.12 So far as the Seller is aware, all members of the Group have complied in
     all material respects with the provisions of all privacy or data protection
     legislation to which they are subject including without limitation the
     provisions of the Data Protection Act 1998.

L.13 Details of all claims on the Intellectual Property Rights brought by
     employees or previous employees are contained in the Disclosure Letter.

L.14 No member of the Group operates under any name other than Baltimore, its
     corporate name and the trade marks set out in Schedule 7.

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                                      -65-

L.15 The Disclosure Letter sets out details of all anti virus software used by
     the Group and back up systems in place.

L.16 Since the Balance Sheet Date, so far as the Seller is aware, no unlawful
     act of any person has depleted the assets of any Group member.

L.17 Since the Interim Balance Sheet Date no member of the Group has acquired or
     disposed of or agreed to acquire or dispose of any material assets or
     assumed or incurred or agreed to assume or incur any material liabilities
     (including contingent liabilities) otherwise than in the ordinary course of
     its business.

L.18 The figure shown in the Interim Accounts against "Assets" reflects the
     value of the assets owned by the Group members and such assets are the
     property of the relevant Group member free from any hire or hire purchase
     agreement and Encumbrances.

L.19 No Group member is a party to any contract, obligation or agreement (other
     than this Agreement) which:

     (a)  is of an unusual or abnormal nature, not on arm's length terms or
          outside the ordinary course of trading;

     (b)  is of a long term nature (that is, unlikely to have been fully
          performed in accordance with its terms within 12 months after the date
          on which it was entered into or undertaken); or

     (c)  is incapable of termination by such Group member in accordance with
          its terms on no more than 12 months' notice.

L.20 There are in existence no contracts, arrangements, engagement or agreements
     remaining in whole or in part to be performed between the Seller or any
     member of the Seller's Group and any Group member.

L.21 All documents which establish or are necessary to establish the title of
     the Company to any asset, and all documents in the possession of the
     Company which are necessary to enforce rights, and which attract stamp
     duty, or any other tax or duty imposed on, or as a condition to the
     validity, registrability, or enforceability of any document, have been
     properly stamped.

L.22 All Tax for which the Company is liable (in so far as such Tax ought to
     have been paid) has been paid, including (without limitation) payments
     under the Corporation Tax (Instalment Payments) Regulations 1998. The
     Company has duly deducted all amounts from any payments from which it is
     required to deduct tax at source, and has duly paid or accounted for such
     amounts to the relevant Tax authority.

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                                      -66-

L.23 All transactions between Group members and between the Company on the one
     hand and the Seller, any parent company of the Seller, and any subsidiary
     of the Seller or of such parent on the other, will be treated for Tax
     purposes as being on fully arm's length terms. No adjustment has been made
     by the Company or made or, so far as the Seller is aware, proposed by any
     Tax authority which could require the Company to make any adjustment for
     tax purposes to the terms on which any such transaction is treated as
     taking place.

M.   Compliance and Litigation

M.1  So far as the Seller is aware the Group is and has conducted its business
     in all material respects in accordance with all applicable laws and
     regulations of the United Kingdom and any other applicable foreign country
     and there is no order, decree or judgment of any Court or any governmental
     agency of the United Kingdom or any other foreign country outstanding
     against any member of the Group which may have a material adverse effect
     upon the assets or business of the Group.

M.2  Each Group member has obtained all material licences, permissions, consents
     and other approvals required for or in connection with the export of the
     Products and is not in material breach of the same.

M.3  Save as plaintiff in proceedings for the collection of debts (not exceeding
     (pound)50,000) no member of the Group is now engaged in any litigation or
     arbitration or other legal proceedings nor are any litigation or
     arbitration or other legal proceedings pending or threatened by or against
     any member of the Group of which the Seller is aware, which may have a
     significant effect on the Group's financial position.

N.   Employees

N.1  In respect of all present officers and employees of any member of the Group
     the Employment Statutes have been duly complied with in all material
     respects.

N.2  A list of all persons who hold Options is set out in the Disclosure Letter.
     This list also includes details of any options or other share incentives
     held by Employees and Senior Management granted under arrangements outside
     the Plans other than those under the Content Technologies Holdings Award
     Plan.

N.3  There are no persons employed by the Company.

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                                      -67-

N.4  There is attached to the Disclosure Letter a schedule showing the following
     information in relation to all employees of each Group member namely:

     (a)  name;

     (b)  employer;

     (c)  age;

     (d)  job title;

     (e)  emoluments (including any bonus or commission arrangements and any
          non-cash benefits);

     (f)  date of commencement of employment or of any previous employment with
          which such employment is continuous;

     (g)  notice period required to be given by the Group member and the
          employee; and

     (h)  whether or not a member of any Group member's pension scheme(s)

     and such information is complete and accurate in all material respects. No
     person previously employed by any Group member has a right to return to
     work or any right to be reinstated or re-engaged by any Group member
     whether under statute or otherwise.

N.5  No material change in the terms of employment of any employee of any Group
     Member and no negotiation or request for such a change, is due or expected.

N.6  No employee of any Group member has given notice terminating his contract
     of employment or is under notice of dismissal and no Group member has made
     any offer to employ any person who is not listed as an employee in the
     schedule referred to in paragraph M.4 above.

N.7  There is no existing, pending or threatened litigation or dispute between
     any Group member and any of its employees or any trade union or other
     organisation formed for a similar purpose or any other employee
     representative(s) (and there are no payments which are due and unpaid in
     relation to any such litigation or dispute) and there are no circumstances
     (including Completion) which are likely to give rise to any such litigation
     or dispute.

N.8  Save as disclosed in the schedule referred to in M.4 there is not now
     outstanding any contract of employment or contract of services between any
     Group member and any director, officer or employee which is not terminable
     by the relevant Group member without compensation (other than statutory
     compensation) on three months' notice or less given at any time.

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                                      -68-

N.9  Within two years preceding the date of this Agreement, there has been no
     industrial action or trades disputes involving or relating to any employee
     of any Group member.

N.10 Accurate, up-to-date and complete copies of a representative sample of the
     contracts of employment between each Group member and its employees and any
     other documents currently in force relating to the employment of such
     employees have been disclosed together with full particulars of any
     consultancy or secondment or other similar agreements or arrangements to
     which any Group member is a party and copies of all such agreements
     currently in force.

N.11 No amount due to or in respect of any employee or former employee of any
     Group member is in arrears and unpaid other than salary for the month
     current at the date of this Agreement.

N.12 Full and up-to-date particulars of all existing and proposed works
     councils, collective agreements and other arrangements or understandings
     (whether binding or not) between any Group member and any trade union,
     staff association or other body representing any employee of any Group
     member and all documents relating to such agreements, arrangements and
     understanding are appended to the Disclosure Letter.

N.13 There are no arrangements by any Group member planned or in progress for
     dismissing any employee of any Group member by reason of redundancy or
     business reorganisation.

N.14 There are no terms and conditions in any contract of employment with any
     officer or employee of any Group member or any other binding agreement with
     any such person pursuant to which such person will be entitled to receive
     any payment or benefit or such person's terms and conditions of employment
     change as a direct consequence of the transaction contemplated by this
     Agreement save as detailed in this Agreement.

O.   Pensions

O.1  In this paragraph:

     "the UK Scheme" shall mean the Baltimore Technologies (UK) Limited Group
     Personal Pension Plan; and

     "the Overseas Scheme" shall mean the Australian superannuation fund and the
     US 401(k) Plan.

O.2  Save for the UK scheme, the Overseas Schemes, applicable State schemes and
     fully insured life assurance cover, neither BUK nor any Group member has
     any present or contingent liability to contribute to any retirement
     benefit, pension or life assurance scheme or

<PAGE>

                                      -69-

     arrangement, pension fund or personal pension scheme or stakeholder
     arrangement whether in the United Kingdom or overseas relating to any of
     the Group's employees, nor has any proposal to do so been announced.

O.3  In respect of the UK Scheme and the Overseas Schemes, liability of the
     Group and BUK to contribute is on a money purchase/defined contribution
     basis only and there are no final salary/defined benefits or final
     salary/defined benefit underpins provided in respect of any such person.

O.4  Material particulars of the UK Scheme have been disclosed to the Purchaser
     and all information which has been made available by the Seller or its
     advisers to the Purchaser in connection with the Pension Schemes on or
     before the date of this Agreement is true, complete and fairly presented in
     all material respects.

O.5  So far as the Seller and BUK are aware, there are no pending or current
     claims or disputes concerning benefits to be provided under the UK Scheme
     or the Overseas Schemes or in respect of the non-provision of relevant
     benefits (as defined in s612 Income and Corporation Taxes Act 1988) or of
     such benefits outside the United Kingdom.

P.   Finance

P.1  Full and accurate details of all bank accounts, overdrafts, loans or other
     financial facilities outstanding or available to the Group are disclosed in
     the Disclosure Letter (including details of whether any are dependent on
     any guarantee or security provided by any third party) and true and
     complete copies of all documents relating thereto are annexed to the
     Disclosure Letter. No steps have been taken or threatened to enforce any
     facility.

P.2  No event has occurred or been alleged which is or, with the giving of any
     notice, certificate, declaration or demand, would become an event of
     default under, or a breach of any of, the terms of any loan capital,
     borrowing, debenture or financial facility of any Group member or would
     entitle any third party to call for repayment before normal maturity.

P.3  Save for the borrowing referred to in paragraph O.1, no Group member:

     (a)  has outstanding any loan capital;

     (b)  has incurred or agreed to incur any borrowing which it has not repaid
          or satisfied;

     (c)  has lent or agreed to lend any money which has not been repaid to it;

     (d)  owns the benefit of any debt present or future (other than debts due
          to it in respect of the sale of trading stock in the normal course of
          trading); and

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                                      -70-

     (e)  is a party to or has any obligation under:

          (i)  any loan agreement, debenture acceptance credit facility, bill of
               exchange, promissory note, finance lease, debt or inventory
               financing, discounting or factoring arrangement or sale and lease
               back arrangement; or

          (ii) any other arrangement the purpose of which is to raise money or
               provide finance or credit.

P.4  No Group member is a party to, or has any liability (including without
     limitation any prospective or contingent liability) under any Guarantee
     whether given to support the obligations of any member of the Seller's
     Group or otherwise.

P.5  No Guarantee which remains outstanding has been given by any member of the
     Seller's Group or by any other person to support the obligations of any
     Group member.

P.6  There is no outstanding indebtedness on any account whatever owing by any
     Group member to any member of the Seller's Group or by any member of the
     Seller's Group to any Group member.

P.7  No Encumbrance over any asset of any Group member will be created,
     crystallised or become enforceable as a result of the signing of this
     Agreement or of Completion.

Q.   Insolvency

Q.1  No order has been made and no resolution has been passed for the winding up
     of any Group member or for a provisional liquidator to be appointed in
     respect of any Group member and no petition has been presented and no
     meeting has been convened for the purpose of winding up any Group member.

Q.2  No administration order has been made and no petition for such an order has
     been presented in respect of any Group member.

Q.3  No receiver (which expression shall include an administrative receiver) has
     been appointed in respect of any Group member or in respect of all or any
     material part of its assets.

Q.4  No voluntary arrangement has been proposed under section 1 Insolvency Act
     1986 in respect of any Group member.

Q.5  No Group member is insolvent or unable to pay its debts within the meaning
     of section 123 of the Insolvency Act 1986.

<PAGE>

                                      -71-

Q.6  No distress, execution or other process has been levied or threatened in
     respect of any asset of any Group member.

Q.7  No composition in satisfaction of the debts of any Group member or scheme
     of arrangement of its affairs or compromise or arrangement between it and
     its creditors and/or members or any class of its creditors and/or members
     has been proposed, sanctioned or approved.

Q.8  So far as the Seller is aware, no event analogous to any of the
     circumstances mentioned in any of the foregoing sub-paragraphs of this
     paragraph P has occurred in relation to any Group member outside England.

Q.9  No circumstances have arisen which are likely to result in:

     (a)  a transaction to which any Group member is a party being set aside; or

     (b)  a third party claim involving any asset owned or used by any Group
          member being made under section 238 (Transactions at an undervalue) or
          239 (Preferences) of the Insolvency Act 1986.

R.   Tax Warranties

R.1  Accounts

R.1.1 All liabilities for Tax (whether actual, contingent or deferred) of the
     Company measured by reference to income, profits or gains earned, accrued
     or received on or before the Balance Sheet Date, or arising in respect of
     an Event occurring on or before that date, are provided for in the
     Accounts.

R.2  Position since the Balance Sheet Date

R.2.1 Since the Balance Sheet Date the following events have not occurred:

     (a)  any distribution or deemed distribution for Tax purposes;

     (b)  any Event which results in a Tax Liability arising in the Company
          where such liability is chargeable on or attributable primarily to a
          person other than the company;

     (c)  the Company ceasing, for Tax purposes, to be a member of any group or
          associated with any other company;

     (d)  no Event has occurred in relation to the Company:

<PAGE>

                                      -72-

          (i)  which will or may give rise to a liability to Tax on the disposal
               (or deemed disposal) of capital assets where the consideration
               actually received for such disposal was less than the
               consideration which could be deemed to have been received for tax
               purposes; or

          (ii) to which the provisions of any enactment which has or may have
               the effect of substituting a different consideration from that
               actually payable or receivable apply; or

          (iii) which has or may have the effect of crystallising a liability to
               Tax which, had such Event been planned or predicted at the
               Balance Sheet Date, should have been reflected in the provisions
               for deferred tax contained in the Accounts; and

     (e)  no accounting period of the Company for the purposes of any Tax has
          ended otherwise than by effluxion of time;

     (f)  the Company has not made any claim under any of the sections 279
          (1)-(6) or sections 152 or 153 or 154 or 175 TCGA 1992;

     (g)  the Company has not paid any Taxation after its due date for payment
          and does not owe any Taxation the due date for payment of which has
          passed; and

     (h)  the Company has not been involved in any transaction which has given
          or may give rise to a liability to Taxation on the Company (or would
          have given or might give rise to such a liability) but for the
          availability of any Relief (other than Taxation in respect of normal
          trading income or receipts of the Company arising from transactions
          entered into by it in the ordinary course of business).

R.3  Compliance

R.3.1 All necessary material information, notices, returns, particulars,
     declarations, entries, claims for Reliefs, and computations have been
     properly and duly submitted on time by the Company to the relevant Tax
     authority and such submissions are true and accurate in all material
     respects have been prepared on a proper basis, and are not the subject of
     any outstanding question or dispute nor, so far as the Seller is aware, are
     they likely to become the subject of any question or dispute regarding
     liability or potential liability of the Company to any Tax or regarding the
     availability to the Company of any Relief.

R.3.2 Within the three years commencing before the date hereof the Company has
     not been the subject of any investigation, audit or disclosure by or
     involving any investigation unit of any Tax authority, and has not paid or
     become liable to pay any penalty, surcharge, fine or interest in respect of
     Tax, and so far as the Seller is aware there are no circumstances which

<PAGE>

                                      -73-

     make it likely that the Company will, in the foreseeable future, be so
     subject, or will incur any such liability.

R.3.3 The Company has preserved all material records required for the delivery
     of correct and complete returns and all records required for the delivery
     of correct and complete returns as required by Schedule 18 Finance Act
     1988.

R.3.4 The Company has full documentation in order to determine the amount of any
     payments due in respect of any accounting period beginning on or before
     Completion, pursuant to the Corporation Tax (Instalment Payments)
     Regulations 1988.

R.4  The Disclosure Letter contains details of any current agreements or
     arrangements between the Company and any Tax authority for its taxation on
     any concessionary basis (other than pursuant to published extra-statutory
     concessions).

R.5  All Tax for which the Company is liable (in so far as such Tax ought to
     have been paid) has been paid, including (without limitation) payments
     under the Corporation Tax (Instalment Payments) Regulations 1998. The
     Company has duly deducted all amounts from any payments from which it is
     required to deduct tax at source, and has duly paid or accounted for such
     amounts to the relevant Tax authority.

R.6  Residence/overseas activities

R.6.1 The Company is and has always been resident in its country of
     incorporation for the purposes of taxation and is not and has never been
     resident in any other jurisdiction for the purposes of taxation, or carried
     on business through a branch, agency or permanent establishment situated
     outside its country of incorporation including for the purposes of any
     double-taxation agreement.

R.6.2 The Company is not liable for any Taxation as the agent of any other
     person or business and does not constitute a permanent establishment of any
     other person, business or enterprise for any Taxation purpose.

R.7  Secondary liabilities

R.7.1 The Company is not, and so far as the Seller are aware will not become,
     liable to pay any Tax for which some other company (other than the Company)
     or person is or was primarily liable.

R.8  Employees

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                                      -74-

R.8.1 The Company has properly operated the PAYE and National Insurance systems
     deducting and accounting for Taxation and maintaining all such records as
     are required by the relevant Taxation Authority.

R.8.2 No payment has been made by the Company to or in respect of any of its
     directors or of any director of the Seller or any company controlled by or
     under common control with the Seller (including, but not limited to,
     pension contributions) which will not be deductible for corporation tax
     purposes, either in computing its income profits or in computing the
     corporation tax payable by it.

R.9  Capital gains

R.9.1 If the Company disposed of each of its assets (except trading stock and
     work-in-progress) for a consideration equal to the book value of that asset
     as shown in or adopted for the purposes of the Accounts to a person in a
     bargain at arm's length, the liability to Tax would not exceed the amounts
     taken into account in respect of that asset in computing the maximum
     liability to deferred tax as stated in the Accounts and the Company has not
     acquired any such asset since the Balance Sheet Date except by way of
     bargain at arm's length.

R.9.2 All chargeable assets of the Company were acquired at market value at the
     time of acquisition and there are no circumstances giving rise or which may
     give rise to liability or loss under or pursuant to any sections 17, 30,
     139, 140, 176, 177, 178 and 179 TCGA and no loss falls to be restricted
     under section 18 TCGA 1992 as a result of the proposed sale of the Shares
     or of any other transaction.

R.9.3 The Company has sufficient records to determine the Taxation consequences
     which would arise on any disposal or on the realisation of any asset owned
     at the Balance Sheet Date or acquired since that date but before Completion
     and to determine the Taxation consequences of any restriction on set-off of
     pre-entry losses pursuant to Schedule 7A TCGA 1992.

<PAGE>

                                      -75-

R.10 Capital expenditure

R.10.1 If the Company disposed of each of its assets, or of any pool of assets
     (that is to say all those assets expenditure relating to which would be
     taken into account in computing whether a balancing charge or corresponding
     Tax Liability would arise on a disposal of any of those assets) for a
     consideration equal to their book value as shown in or adopted for the
     purpose of the Accounts, no balancing charge or other liability to Tax
     would arise in respect of any such asset or pool of assets under any
     legislation conferring Relief in connection with the incurring of capital
     expenditure.

R.11 Close Company

R.11.1 The Company is not, nor has it been in respect of any accounting period
     ended within six years prior to the date of signing of this Share Purchase
     Agreement, a close company within section 414 of the ICTA 1988.

R.12 Distributions

R.12.1 Save as provided for in the Accounts no distribution (within the meaning
     of sections 209 and 210 ICTA 1988) has been made by the Company during the
     six years ended on the Balance Sheet Date.

R.12.2 The Company has not:

     (a)  repaid, redeemed or purchased or agreed to repay, redeem or grant an
          option under which it may become liable to purchase any of its share
          capital; or

     (b)  capitalised or agreed to capitalise in the form of shares or
          debentures, any profits or reserves of any class or description, or
          otherwise issues or agreed to issue share capital otherwise than for
          new consideration (as defined in section 254 ICTA 1988).

R.13 Transfer pricing, thin capitalisation

R.13.1 All transactions between Group members and between the Company on the one
     hand and the Seller, any parent company of the Seller, and any subsidiary
     of the Seller or of such parent on the other, will be treated for Tax
     purposes as being on fully arm's length terms. No adjustment has been made
     by the Company or made or, so far as the Seller is aware, proposed by any
     Tax authority which could require the Company to make any adjustment for
     tax purposes to the terms on which any such transaction is treated as
     taking place.

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                                      -76-

R.13.2 So far as the Seller is aware, there are no circumstances which could
     cause any Tax authority to deny Relief for interest paid or payable by the
     Company, and no such Relief has been denied or threatened to be denied.

R.14 Consequences of leaving a Group

     Content Technologies Limited has not at any time within the last six years
     acquired any asset from any other company which was, at the time of
     acquisition, a member of the same group of companies as that member for the
     purposes of any tax.

R.15 Group Relief, surrender of ACT and group income

R.15.1 All Group Relief claims made since 1 November 1999 comply with the
     requirements of Part VIII schedule 18 Finance Act 1998. In respect of all
     earlier accounting periods beginning on or before Completion:

     (a)  the Company is not subject to any liability (whether contingent or
          otherwise) to make any payment for any Group Relief surrendered to it
          under sections 402 to 413 ICTA 1988;

     (b)  the Company is not liable to surrender any Group Relief under sections
          402 to 413 ICTA 1988; and

     (c)  there are no circumstances whereby the Company may become liable to
          repay any sums paid to it for the surrender of any Group Relief under
          sections 402 to 413 ICTA 1988.

R.16 Tax clearances

R.16.1 The Company has not been concerned in any transaction in which the
     following provisions have been or could be applies except where all
     applicable clearances (based on full disclosure of material facts and
     circumstances) have been obtained:

     (a)  sections 219 to 229 (inclusive) ICTA 1988;

     (b)  sections 703 and 704 ICTA 1988;

     (c)  sections 765, 766 and 767 ICTA 1988;

     (d)  section 770A ICTA 1988;

     (e)  section 776 ICTA 1988;

     (f)  sections 779 to 786 (inclusive) ICTA 1988;

<PAGE>

                                      -77-

     (g)  sections 13, 136 and 137 TCGA 1992;

     (h)  section 139 or 140 TCGA 1992; and

     (i)  section 192 TCGA 1992 and sections 213 to 218 (inclusive) ICTA 1988.

R.17 Controlled Foreign Companies

R.17.1 The Company has not been concerned in any transaction in which the
     following provision have been or could be applied:

     (a)  sections 29 to 34 (inclusive) TCGA 1992;

     (b)  sections 116 to 118 (inclusive) TCGA 1992;

     (c)  section 399 ICTA 1988; or

     (d)  sections 729 to 746 (inclusive) ICTA 1988.

     The Company has not received any notice of the making of a direction under
     Section 747 of the ICTA 1988 and no circumstances exist under which any
     profits of a controlled foreign company could be apportioned to the Company
     under Section 752 of the ICTA 1988.

R.17.2 The provisions of sections 757 to 764 (inclusive) ICTA 1988 would not
     apply to any disposal of an asset by the Company.

R.18 Non-Qualifying Offshore Funds

R.18.1 The Company has no material interest in:

     (a)  an offshore fund;

     (b)  a UK resident company; or

     (c)  a unit trust scheme (within the meaning of Section 469 of the ICTA
          1988) the trustees of which are resident in the United Kingdom

     any of which is or has at any material time been a non-qualifying offshore
     fund for the purpose of sections 757 to 764 (inclusive) of and Schedules 27
     and 28 ICTA 1988.

<PAGE>

                                      -78-

R.19 VAT

R.19.1 The Company is registered for VAT purposes as part of a group of which
     BUK is the representative member but no act or transaction has been
     effected, and no circumstances exist, in consequence whereof the Company is
     or may be held liable for any VAT calculated by reference to the supply of
     goods or services by or to any other company. The Disclosure Letter
     contains full details of the Company's VAT registration and the VAT office
     responsible for the Company's VAT affairs.

R.19.2 The Company has complied in all material respects with VATA 1994 and any
     statutory modification or re-enactment thereof and all orders, provisions,
     directions or other conditions made or imposed thereunder or under any
     other law relating to VAT.

R.19.3 All amounts due to be paid to Customs prior to Completion will have been
     paid at the date thereof, no dispute exists between the Company and Customs
     and there are no present circumstances which are likely to give rise to any
     such dispute.

R.19.4 The Company:

     (a)  makes no supplies other than taxable supplies for the purposes of VAT;

     (b)  obtains credit for all input tax paid or suffered by it;

     (c)  is not the grantor or grantee of any interest in land in respect of
          which an election has been made to waive exemption from VAT; and

     (d)  has no interest in any capital items in respect of which it is or may
          be subject to any restrictions or adjustment of the amount of input
          credit available to it for the purposes of VAT.

R.19.5 The Company has not made an election pursuant to paragraph 2, Schedule 10
     VATA 1994.

R.19.6 No asset of the Company is a capital item the input tax on which may be
     subject to adjustment in accordance with the provisions of Part XV Value
     Added Tax Regulations 1995.

R.20. Stamp duty

R.20.1 All documents (other than documents relating to the Group Debt
     Restructuring) which establish or are necessary to establish the title of
     the Company to any asset, and all documents (other than documents relating
     to the Group Debt Restructuring) in the possession of the Company which are
     necessary to enforce rights, and which attract stamp

<PAGE>

                                      -79-

     duty, or any other tax or duty imposed on, or as a condition to the
     validity, registrability, or enforceability of any document, have been
     properly stamped.

                                     Part B

                             The Assets and Business

A.   Preliminary

A.1  BUK has the right, power and authority and has taken all action necessary
     to execute and deliver, and to exercise its rights and perform its
     obligations under, this Agreement and each document to be executed at or
     before Completion.

A.2  This Agreement constitutes and the other documents to be executed by BUK
     which are to be delivered at Completion will, when executed, constitute
     legal, valid and binding obligations of BUK enforceable in accordance with
     their respective terms.

A.3  BUK is entitled to sell an transfer or procure the sale and transfer of the
     Business and Assets to the Purchaser on the terms set out in the Agreement.

A.4  The execution and delivery of, and the performance of obligations under and
     compliance with the provisions of, this Agreement by BUK will not result
     in:

     (a)  a violation of any provision of its Memorandum or Articles of
          Association; or

     (b)  so far as the Seller is aware, a violation of any law or regulation in
          any jurisdiction having the force of law or of any order, judgement or
          decree of any court or governmental agency or agreement to which it is
          a party or by which is bound.

B.   Business since the Balance Sheet Date

B.1  Since the Balance Sheet Date:

     (a)  the Business has been operated in the ordinary and usual course and so
          as to maintain the same as a going concern;

     (b)  there has been no material adverse change in the financial position of
          the Business;

     (c)  there has been no unusual change in the stock levels of the Business;
          and

<PAGE>

                                      -80-

     (d)  none of the material fixed assets used for the purposes of the
          Business have been lost, severely damaged or destroyed and so far as
          the Seller is aware no material assets of BUK have been depleted by
          any unlawful act of any person.

B.2  Since the Interim Balance Sheet Date:

     (a)  BUK has not acquired or disposed of or agreed to acquire or dispose of
          any material assets or assumed or incurred or agreed to assume or
          incur any material liabilities (including contingent liabilities
          forming part of the Business) otherwise than in the ordinary course of
          its business; and

     (b)  BUK has paid the creditors and collected the debtors of the Business
          in a manner consistent with the management practice in the six months
          immediately prior to the date of this Agreement.

C.   Assets

C.1  The information set out in Schedules 9-13 inclusive is true and accurate in
     all material respects and (so far as the Seller is aware) there is no
     matter which renders any of such information untrue, inaccurate, incomplete
     or misleading.

C.2  All of the Assets are the property of the Seller free from any hire or
     hire-purchase agreement or agreement for payment on deferred terms or bill
     of sale or lien, Encumbrance, or other adverse claim and have at all
     material times been and are in the possession of or under the control of
     the Seller. Without prejudice to the generality of the foregoing, none of
     the Assets are held on a sale or return basis.

C.3  Each of the tangible Assets is in good condition and working order and
     complies with appropriate safety regulations.

C.4  The Assets comprise all of the assets and rights necessary for the
     Purchaser to carry on the Business substantially in the same manner as it
     was carried on by BUK immediately before the date of this Agreement. The
     Business does not require or depend for its continuation or, for the
     continuation of the method, manner or scope in which it is carried on upon
     any asset, premises, facilities or services owned or supplied by BUK or any
     member of the Seller's Group which are not comprised in the Assets or upon
     any asset, premises, facilities or services owned or supplied by any third
     party.

C.5  All contracts and other material assets that were transferred to Baltimore
     Technologies Australasia Pty Limited from Content Technologies
     (Asia/Pacific) Pty Limited on 1 July 2001 and formerly used by Baltimore
     Technologies Australasia Pty Limited, insofar as the same relate wholly or
     mainly to the Business, have been retransferred to Content Technologies

<PAGE>

                                      -81-

     (Asia/Pacific) Pty Limited and that Content Technologies (Asia/Pacific) Pty
     Limited has all of the assets it needs to carry on the Business as it was
     conducted by Baltimore Technologies Australasia Pty Limited immediately
     prior to the date that the Business was retransferred to Content
     Technologies (Asia/Pacific) Pty Limited. For the purposes of this warranty
     the definition of "Business" shall be read so that any reference to "BUK"
     shall be deemed to read "Baltimore Technologies Australasia Pty Ltd".

C.6  Baltimore Technologies Australasia Pty Limited is not the employer of any
     of the employees required by Content Technologies (Asia/Pacific) Pty
     Limited to conduct its Business. For the purposes of this Warranty the
     definition of "Business" shall be read so that any reference to "BUK" shall
     be deemed to read "Baltimore Technologies Australasia Pty Limited".

D.   Contracts

D.1  The Disclosure Letter contains or has annexed to it all contracts (other
     than this Agreement) entered into by or on behalf of the Seller or BUK
     which relate to the Business and under which payments are still due and
     owing and/or obligations are still to be performed and which are material
     to the carrying on of the Business and which:

     (a)  involve an expenditure in any consecutive twelve month period of more
          than(pound)50,000 by the Seller or BUK; or

     (b)  contain any unduly onerous term or terms.

D.2  There are in existence no contracts remaining in whole or in part to be
     performed affecting the Business between the Seller and any member of the
     Seller's Group.

D.3  So far as the Seller is aware, no circumstances exist which constitute a
     ground on which any Contract could be avoided, repudiated, rescinded,
     prematurely determined (whether as a result of this Agreement, the sale of
     the Business and/or any of the Assets or otherwise) or declared to be
     invalid in circumstances where the same happening will have a material and
     adverse affect on the financial position of the Business. So far as the
     Seller is aware, no circumstances exist which have given or would give rise
     to any material claim under a Contract by any of the parties to them. BUK
     has not received any notice of a claim to that effect or indicating that
     such a claim is foreseeable.

D.4  The Contracts are all the contracts, arrangements and engagements which
     relate to the Business.

<PAGE>

                                      -82-

E.   Stock

E.1  The Stock is in good condition and is capable of being sold by BUK in the
     ordinary course of business in accordance with its current price list
     without rebate or allowance.

E.2  The Stock does not include any obsolete or slow moving lines, or excessive
     or inadequate quantities of any line, having regard to the current level of
     business.

F.   BUK Property

F.1  The title to the BUK Property is good and is properly constituted by
     documents of title which are properly stamped.

F.2  True and complete copies of all of the documents relating to the title to
     the BUK Property have been produced to the Purchaser's Solicitors.

F.3  The Seller is in sole and exclusive occupation of the BUK Property and
     there are no subsisting underleases of the whole or any part of it. The
     Seller has materially performed and observed all obligations under all
     covenants or conditions contained in the lease of the BUK Property.

F.4  The actual use of the BUK Property is as offices. The Seller is not aware
     of any current contravention of any of the provisions of the Town and
     Country Planning legislation.

F.5  The Seller has not received notice of any dispute relating to the BUK
     Property.

F.6  The written replies given by or on behalf of the Seller to enquiries raised
     by the Purchaser's solicitors in respect of the BUK Property are true and
     accurate to the best of the Seller's reasonable knowledge.

G.   Health and Safety

G.1  In relation to the Business, BUK has complied in all material respects with
     all relevant laws relating to the Employees, contractor and third party
     health and safety.

H.   Insurance

H.1  All insurance policies relating to the Assets and Business and currently in
     force have been disclosed to the Purchaser.

<PAGE>

                                      -83-

H.2  So far as the Seller is aware, there is no claim exceeding (pound)50,000
     outstanding under any such policy either by the insurer or the insured and
     there are no circumstances which would entitle the Seller to make a claim
     under any of the policies.

H.3  All premiums are on the policies for such insurance cover have been paid.

I.   BUK Intellectual Property Rights

I.1  BUK is the beneficial owner of the rights set out in Schedule 7 and the
     copyright in the Products other than the Intellectual Property which is
     subject to the licences and consents disclosed in the Disclosure Letter or
     owned by the Group or which is freely available from public sources for use
     without payment of royalty or fee (including without limitation, freeware).
     So far as the Seller is aware all Intellectual Property owned by BUK is
     free from Encumbrances.

I.2  BUK has disclosed complete and accurate copies of all material written
     licences and consents of Intellectual Property granted to or by BUK in the
     course of carrying on the Business and all other material agreements
     relating to Intellectual Property enjoyed by BUK in the course of carrying
     on the Business except:

     (a)  for licences to BUK of retail computer software; and

     (b)  licences granted to third parties for their use of the Products
          substantially on BUK's standard terms and conditions referred to in
          the Disclosure Letter,

     (together the "BUK Licences").

I.3  Save as disclosed in the Disclosure Letter and so far as the Seller is
     aware, BUK is not in breach of any of the BUK Licences and so far as the
     Seller is aware there are no grounds on which any BUK Licence can be
     terminated, suspended or revoked without the consent of BUK. BUK has
     neither served notices relating to a breach (or alleging breach) of the
     terms of any of the BUK Licences on the counterparties thereto nor received
     any notices relating to a breach (or alleging breach) of the terms of any
     of the BUK Licences from any counterparties thereto.

I.4  As far as the Seller is aware, all renewal and application fees due as at
     the date of this Agreement in respect of registered Intellectual Property
     (or applications therefor) owned by BUK in relation to the carrying on of
     the Business have been paid. The Seller has disclosed details of currently
     unresolved notices of opposition and objection relating to the registered
     BUK Intellectual Property Rights and applications therefor.

<PAGE>

                                      -84-

I.5  As far as the Seller is aware, there is no infringement and the Seller has
     not received notifications of infringement since 25 October 2000 of the BUK
     Software IPR by any third party.

I.6  As far as the Seller is aware, there is no infringement and the Seller has
     not received notifications of infringement since 25 October 2000 of any
     third party Intellectual Property by BUK in the course of carrying on the
     Business.

I.7  Complete accurate and up to date particulars of all registered BUK
     Intellectual Property Rights or pending applications therefor are set out
     in Schedule 7.

I.8  So far as the Seller is aware, BUK has not received any applications for
     licences of right, compulsory licences or equivalent relief in any
     jurisdiction in respect of BUK Intellectual Property Rights.

I.9  So far as the Seller is aware, all material know-how used by BUK in the
     Business is adequately documented or otherwise embodied in physical form to
     enable the Purchaser to acquire its full benefit and is in the possession
     or control of BUK. No member of BUK has made disclosure of any such
     material know-how used by it other than under enforceable confidentiality
     undertakings.

I.10 With the exception of all Intellectual Property comprised in the
     Information Technology, as far as the Seller is aware, the Intellectual
     Property Rights, BUK Intellectual Property Rights, the rights granted under
     the Licences and the Intellectual Property assigned or licensed under this
     Agreement together comprise all the material Intellectual Property that is
     necessary for the Purchaser to carry on the Business after Completion in
     substantially the same manner as it was carried on immediately before the
     date of this Agreement.

I.11 So far as the Seller is aware, BUK has complied in all material respects
     with the provisions of all privacy or data protection legislation to which
     it is subject insofar as it relates to the operation of the Business
     including without limitation the provisions of the Data Protection Act
     1998.

I.12 Details of all claims on the BUK Intellectual Property Rights brought by
     Employees or previous Employees are contained in the Disclosure Letter.

I.13 BUK does not operate under any name other than Baltimore, its corporate
     name and the trade marks set out in Schedule 7.

<PAGE>

                                      -85-

I.14 The Disclosure Letter sets out details of all anti-virus software used by
     BUK and back-up systems in place.

I.15 Since the Balance Sheet Date none of the material fixed assets used for the
     purposes of the Business have been lost, severely damaged or destroyed and
     so far as the Seller is aware no material assets of BUK have been depleted
     by any unlawful act of any person.

I.16 Since the Interim Balance Sheet Date BUK has not acquired or disposed of or
     agreed to acquire or dispose of any material assets or assumed or incurred
     or agreed to assume or incur any material liabilities (including contingent
     liabilities forming part of the Business) otherwise than in the ordinary
     course of its business.

I.17 All of the Assets are the property of the Seller free from any hire or
     hire-purchase agreement or agreement for payment on deferred terms or bill
     of sale or lien, Encumbrance, or other adverse claim and have at all
     material times been and are in the possession of or under the control of
     the Seller. Without prejudice to the generality of the foregoing, none of
     the Assets are held on a sale or return basis.

I.18 Each of the tangible Assets is in good condition and working order and
     complies with appropriate safety regulations.

I.19 The Stock is in good condition and is capable of being sold by BUK in the
     ordinary course of business in accordance with its current price list
     without rebate or allowance.

I.20 The Stock does not include any obsolete or slow moving lines, or excessive
     or inadequate quantities of any line, having regard to the current level of
     business.

I.21 All documents which are in the possession of BUK or under its control to
     which BUK is a party or under which BUK derives title to any of the Assets
     and which attract stamp duty have been properly stamped, and BUK has duly
     paid all stamp duty to which it is, has been or may be made liable and
     there is no liability to any penalty in respect of such duty.

J.   Compliance and Litigation

J.1  So far as the Seller BUK is and has conducted the Business in all material
     respects in accordance with all applicable laws and regulations of the
     United Kingdom and any other applicable foreign country and there is no
     order, decree or judgment of any Court or any governmental agency of the
     United Kingdom or any other foreign country outstanding against BUK which
     may have a material adverse effect upon the Assets or Business.

<PAGE>

                                      -86-

J.2  Save as plaintiff in proceedings for the collection of debts (not exceeding
     (pound)50,000) BUK is not now engaged in any litigation or arbitration or
     other legal proceedings nor are any litigation or arbitration or other
     legal proceedings pending or threatened by or against BUK of which the
     Seller is aware, which may have a significant effect on the financial
     position of the Business.

K.   Employees

K.1  In respect of all Employees the Employment Statutes have been duly complied
     with in all material respects.

K.2  There is attached to the Disclosure Letter a schedule showing the following
     information in relation to each Employee namely:

     (c)  name;

     (d)  age;

     (e)  job title;

     (f)  emoluments (including any bonus or commission arrangements and any
          non-cash benefits);

     (g)  date of commencement of employment or of any previous employment with
          which such employment is continuous;

     (h)  notice period required to be given by BUK and the employees;

     (i)  whether or not a member of BUK's pension scheme;

     and such information is complete and accurate in all material respects.

K.3  No material change to the terms of employment of any Employee and no
     negotiation or request for such a change, is due or expected.

K.4  No Employee has given notice terminating his contract of employment or is
     under notice of dismissal and no offer(s) have been made to employ any
     person who is not an Employee in the Business.

K.5  There is no existing, pending or threatened litigation or dispute between
     BUK and any Employee or any trade union or other organisation formed for a
     similar purpose or any other employee representative(s) (and there are no
     payments which are due and unpaid in relation to any such litigation or
     dispute) and there are no circumstances (including Completion) which are
     likely to give rise to any such litigation or dispute.

<PAGE>

                                      -87-

K.6  Save as disclosed in the schedule referred to in K.2 there is not now
     outstanding any contract of employment with any Employee which is not
     terminable by BUK without compensation (other than statutory compensation
     on three months' notice or less given at any time.

K.7  Within two years preceding the date of this Agreement, there has been no
     industrial action or trades disputes involving or relating to any Employee.

K.8  Accurate, up-to date and complete copies of a representative sample of the
     contracts of employment of the Employees and any other documents currently
     in force relating to the employment of the Employees have been disclosed
     together with full particulars of any consultancy or secondment or other
     similar agreements and any agreements relating to casual workers in
     relation to the Business and copies of any such agreements currently in
     force.

K.9  No amount due to or in respect of any Employee is in arrears and unpaid
     other than salary for the month current at the date of this Agreement.

K.10 Full and up-to-date particulars of all existing and proposed works
     councils, collective agreements or other arrangements or understandings
     (whether binding or not) with any trade union, staff association or other
     body representing any Employee and all documents relating to such agreement
     and understandings are appended to the Disclosure Letter.

K.11 There are no arrangements planned or in progress for dismissing any
     Employee by reason of redundancy or business reorganisation.

K.12 There are no terms and conditions in any contract of employment with any
     Employee or any other binding agreement with any Employee pursuant to which
     the Employee will be entitled to receive any payment or benefit or his
     terms and conditions of employment change as a direct consequence of the
     transaction contemplated by this Agreement save as detailed in this
     Agreement.

L.   Pensions

L.1  In this paragraph:

     "the UK Scheme" shall mean the Baltimore Technologies (UK) Limited Group
     Personal Pension Plan; and

     "the Overseas Scheme" shall mean the Australian superannuation fund and the
     US 401(k) Plan.

<PAGE>

                                      -88-

L.2  Save for the UK scheme, the Overseas Schemes, applicable State schemes and
     fully insured life assurance cover, neither BUK nor any Group member has
     any present or contingent liability to contribute to any retirement
     benefit, pension or life assurance scheme or arrangement, pension fund or
     personal pension scheme or stakeholder arrangement whether in the United
     Kingdom or overseas relating to any of the Group's employees, nor has any
     proposal to do so been announced.

L.3  In respect of the UK Scheme and the Overseas Schemes, liability of the
     Group and BUK to contribute is on a money purchase/defined contribution
     basis only and there are no final salary/defined benefits or final
     salary/defined benefit underpins provided in respect of any such person.

L.4  Material particulars of the UK Scheme have been disclosed to the Purchaser
     and all information which has been made available by the Seller or its
     advisers to the Purchaser in connection with the Pension Schemes on or
     before the date of this Agreement is true, complete and fairly presented in
     all material respects.

L.5  So far as the Seller and BUK are aware, there are no pending or current
     claims or disputes concerning benefits to be provided under the UK Scheme
     or the Overseas Schemes or in respect of the non-provision of relevant
     benefits (as defined in s612 Income and Corporation Taxes Act 1988) or of
     such benefits outside the United Kingdom.

M.   Finance

M.1  Full and accurate details of all overdrafts, loans, or other financial
     facilities outstanding or available to the Business are disclosed in the
     Disclosure Letter (including details of whether any are dependent on any
     guarantee or security provided by any third party) and true and complete
     copies of all documents relating thereto and annexed to the Disclosure
     Letter. No steps have been taken or threatened to enforce any facility.

M.2  No event has occurred or been alleged which is or, with the giving of any
     notice, certificate, declaration or demand, would become an event of
     default under, or a breach of any of the terms of any loan capital,
     borrowing, debenture or financial facility of BUK relating to the Business.

N.   Insolvency

N.1  No order has been made and no resolution has been passed for the winding up
     of BUK or for a provision liquidator to be appointed in respect of BUK and
     no petition has been presented and no meeting has been convened for the
     purpose of winding up BUK.

<PAGE>

                                      -89-

N.2  No administration order has been made and no petition for such an order has
     been presented in respect of BUK.

N.3  No receiver (which expression shall include an administrative receiver) has
     been appointed in respect of BUK or in respect of all or any material part
     of the Assets.

N.4  No voluntary arrangement has been proposed under section 1 Insolvency Act
     1986 in respect of BUK.

N.5  BUK is not insolvent or unable to pay its debts within the meaning of
     section 123 of the Insolvency Act 1986.

N.6  No distress, execution or other process has been levied or threatened in
     respect of the whole or any part of the undertaking or assets of BUK.

N.7  No composition in satisfaction of the debts of BUK or scheme of arrangement
     of its affairs or compromise or arrangement between it and its creditors
     and/or members or any class of its creditors and/or members had been
     proposed, sanctioned or approved.

N.8  So far as the Seller is aware, no event analogous to any of the
     circumstances mentioned in any of the foregoing sub-paragraphs of this
     paragraph N has occurred in relation to BUK outside England.

N.9  No guarantee, loan capital, borrowed money or interest is overdue for
     payment and no other obligation or indebtedness is outstanding which is
     substantially overdue for performance or payment.

N.10 No circumstances have arisen which are likely to result in:

     (a)  a transaction to which BUK is a party being set aside; or

     (b)  a third party claim involving any Asset being made under section 238
          or 339 (Transactions at an undervalue) or sections 239 or 340
          (Preferences) Insolvency Act 1986.

O.   Tax Matters

O.1  BUK has complied with all statutory requirements, regulations, orders,
     provisions directions or conditions relating to National Insurance and PAYE
     and has maintained full, complete and up-to-date records and other
     documents appropriate and requisite for the purposes thereof, in such form
     and for such periods as are required by the relevant legislation and
     regulations

<PAGE>

                                      -90-

     and none of its pay practices in relation to any of the Employees have been
     or so far as BUK is aware are likely to be the subject of any dispute with
     the Inland Revenue.

O.2  All documents which are in the possession of BUK or under its control to
     which BUK is a party or under which BUK derives title to any of the Assets
     and which attract stamp duty have been properly stamped, and BUK has duly
     paid all stamp duty to which it is, has been or may be made liable and
     there is no liability to any penalty in respect of such duty.

O.3  In respect of the Business, BUK has complied with the provisions of the
     VATA and with all statutory requirements, regulations, orders, provisions,
     directions or conditions relating to value added tax, including the terms
     of any agreement reached with the Commissioners of Customs & Excise in
     respect of the Business and has maintained full, complete, correct and
     up-to-date records, invoices and other documents (as the case may be)
     appropriate or requisite for the purposes thereof and has preserved such
     records, invoices and other documents in such form and for such periods as
     are required by the relevant legislation.

O.4  The Disclosure Letter contains details in respect of the BUK Properties, of
     all fixtures, within the meaning of section 173 Capital Allowances Act
     2001, which are treated pursuant to that act as belonging to BUK.

O.5  BUK is not included in any dispute with the Inland Revenue, Custom and
     Excise or other appropriate fiscal authority concerning any matter in any
     way affecting either the Business or any of the Assets to be transferred
     under this Agreement.

O.6  Neither BUK (nor any relevant associate as defined in Schedule 10 of the
     Value Added Tax Act 1994) has elected to waive exemption (or applied for
     written permission to elect) in accordance with that schedule in relation
     to the BUK Property (or any of the Assets which constitute an interest in
     or right over land).

O.7  The Inland Revenue has not agreed to operate any special arrangement (being
     an arrangement which is not based on a strict application of the relevant
     legislation) in relation to the Business, whether in respect of benefits
     provided to its officers or employees, the valuation of its stock, the
     depreciation of its assets.

<PAGE>

                                      -91-

                                   Schedule 5

                                  Tax Covenant

This Deed is made the      day of                    2002
                      ----        ------------------

Between:

(1)  Baltimore Technologies plc, a company registered in England and Wales
     (registered number 2643615), whose registered office is at 1310 Waterside,
     Arlington Business Park, Theale, Reading, RG7 4SA (the "Covenantor");

(2)  Clearswift Limited, a company registered in England and Wales (registered
     number 1607372), whose registered office is at Bessemar House, Bessemar
     Road, Welwyn Garden City, Hertfordshire AL7 1HH (the "Purchaser"); and

(3)  Baltimore Technologies UK Limited, a company registered in England and
     Wales (registered number 1467493), whose registered office is at 1310
     Waterside, Arlington Business Park, Theale, Reading, RG7 4SA (the
     "Guarantor")

This Deed Witnesses:

1.   Definitions

1.1  Unless the context otherwise requires, words and expressions used in this
     Deed shall have the meanings respectively attributed to them in the Master
     Agreement save that the following words and expressions shall have the
     meanings respectively set opposite them:

     "Accounts Relief" means any Relief taken into account in computing and so
     reducing or eliminating any provision for Tax (including deferred Tax)
     which appears in the balance sheet in the Completion Accounts or which was
     taken into account in the Completion Accounts as an asset net of any
     valuation allowance;

     "ACT" means advance corporation tax within the meaning of section 14 of the
     ICTA 1988;

     "Balance Sheet Date" means 31 December 2000;

     "CAA" means the Capital Allowances Act 2001 and references to provisions
     therein include references to the corresponding provisions in the Capital
     Allowances Act 1990;

     "Demand" means any document issued or any claim made or action taken
     whether before or after the date hereof by or on behalf of any person,
     authority or body whatsoever (whether of the United Kingdom or elsewhere in
     the world) from which it appears that the Company has or may have a Tax
     Liability;

<PAGE>

                                      -92-

     "Event" means any transaction, sale, act, event or omission of whatever
     nature, including the exercise of any share option and any supply or deemed
     supply under any arrangement between any Company and any person connected
     with it;

     "FA" means Finance Act;

     "Group Relief" means:

     (d)  relief the subject of a surrender or claim pursuant to Chapter IV of
          Part X of the ICTA 1988;

     (e)  advance corporation tax the subject of a surrender or claim pursuant
          to section 240 of the ICTA 1988; and

     (f)  any tax refund the subject of a surrender or claim pursuant to section
          102 of the FA 1989;

     "Instalment Regulations" means the Corporation Tax (Instalment Payments)
     Regulations 1998;

     "Master Agreement" means the Master Sale and Purchase Agreement related,
     inter alia, to the sale of the Company to be entered into by the
     Covenantor, Baltimore Technologies UK Limited and the Purchaser on even
     date herewith;

     "Post-Completion Relief" means any Relief which arises to the Purchaser or
     to the Company as a consequence of any Event occurring or from income,
     profits or gains arising after Completion;

     "Regulations" means the Value Added Tax Regulations 1995;

     "Relief" means any relief, allowance or deduction in computing profits,
     credit or right to repayment of Tax (including repayment supplement or
     interest thereon) granted by or pursuant to any legislation or otherwise
     for Tax purposes whether of the United Kingdom or elsewhere in the world;

     "Tax and Taxation" means any and all forms of taxes, levies, imposts,
     contributions, duties and charges in the nature of taxation and all
     withholdings or deductions in respect thereof of whatever nature imposed
     whether of the United Kingdom or elsewhere (including for the avoidance of
     doubt, National Insurance contribution liabilities in the United Kingdom
     and corresponding obligations elsewhere) and whether directly or primarily
     chargeable against, recoverable from or attributable to the Company or any
     other person including all fines, penalties, charges and interest relating
     to the same;

     "VAT" means value added tax;

     "VATA" means the Value Added Tax Act 1994.

<PAGE>

                                      -93-

1.2  References to income or profits or gains shall include any other measure by
     reference to which Tax is computed.

1.3  References to income or profits or gains earned, accrued, arising or
     received by any person shall include income or profits or gains which are
     for the purposes of any Tax treated as earned, accrued, arising to or
     received by such person.

1.4  References to income or profits or gains earned, accrued, arising or
     received on or before a particular date (including, without limitation,
     Completion) or in respect of a particular period shall include income or
     profits or gains which are for the purposes of any Tax treated as earned or
     accrued, arising or received on or before that date or in respect of that
     period.

1.5  References to the occurrence of Events on or before a particular date
     (including, without limitation, Completion) or in respect of a particular
     period shall include Events which are for the purposes of any Tax treated
     as having occurred or existed at or before that date or in respect of that
     period.

1.6  References to any Tax Liability of the Company shall include:

     (a)  liabilities of the Company to make payments of or in respect of Tax;

     (b)  the denial, loss, use or set off in whole or in part of any Accounts
          Relief which would, but for such denial, loss, use or set off, have
          been available to the Company after Completion;

     (c)  the use or setting off in whole or in part against income, profits or
          gains earned, accrued, arising or received on or before Completion, or
          Tax thereon, of any Post-Completion Relief where but for such use or
          setting off the Company would have had an actual Tax Liability in
          respect of which the Purchaser would have been able to make a claim
          against the Covenantor under this Tax Covenant;

1.7  References to the "Claimant" are references to whichever of the Purchaser
     or its successors in title or assigns is making a claim or receiving a
     payment pursuant to this Deed.

1.8  References to the "Company" shall mean and include references to the
     Company and each of the Subsidiary Undertakings separately as if each
     Subsidiary Undertaking was referred to expressly in place of Company and
     references to a "Company" or to any "Company" shall mean and include a
     company or, as the case may be, any company which is within this definition
     of the "Company";

2.   Covenant

2.1  The Covenantor covenants, with effect from Completion, to pay by way of
     reduction, to the extent possible, of the purchase price payable in respect
     of the Shares, to the Purchaser an amount equal to:

<PAGE>

                                      -94-

     (a)  any Tax Liability of the Company arising in respect of or as a
          consequence of any Event or Events occurring on or before Completion
          or in respect of or by reference to any income, profits or gains
          earned, accrued, arising or received on or before Completion;

     (b)  any liability of the Company to pay or repay any other person (other
          than any taxation authority or any of the Group members) any amount
          under any agreement or other arrangement entered into on or before
          Completion relating to:

          (i)  the surrender of group relief (within the meaning of Chapter IV
               Part X ICTA 1988) or advance corporation tax;

          (ii) the surrender of any tax refund (within the meaning of section
               102 Finance Act 1989) relating to any Accounting Period; or

          (iii)corporation tax and/or value added tax;

     (c)  any Tax Liability of the Company which is the liability to Taxation of
          any other person and for which the Company is liable by reason of
          having been, at any time on or before Completion, related to:

          (i)  that other person for the purposes of any Taxation;

          (ii) any person which is or has been at any time related to that other
               person for the purposes of any Taxation; or

          (iii)any other person which is or has been at any time related to a
               person falling with (ii) above for the purposes of any Taxation;

     (d)  any liability of the Company:

          (i)  to pay stamp duty on the transfer of assets into Content
               Technologies (Asia/Pacific) Pty Limited under the BTA Agreement;
               and

          (ii) arising from a disposal of shares in Content Technologies KK held
               by Content Technologies Limited to a member of the Seller's
               Group;

          provided that clause 10.7 of the Master Agreement shall not apply to
          any amount payable under this clause 2.1(d); and

     (e)  all costs and expenses reasonably and properly incurred by the
          Purchaser and/or the Company in connection with any such Tax Liability
          of the Company, or Demand from which it appears that any such Tax
          Liability may arise or has arisen, or in successfully taking or
          defending any action under this covenant.

2.2  For the purposes of this covenant the amount of a Tax Liability of the
     Company falling within clause 1.6(b) or 1.6(c) of this Deed shall be taken
     to be as follows:

<PAGE>

                                      -95-

     (a)  in the case of a Tax Liability within clause 1.6(b):

          (i)  where such Accounts Relief is a right to repayment of Tax, the
               amount of the Relief so denied, lost, used or set off;

          (ii) where such Accounts Relief is a deduction from or set off against
               income, profits or gains, or Tax thereon, the Tax that would
               otherwise have been saved for the accounting period in which the
               Accounts Relief arose but for such denial, loss, use or set off;
               or

          (iii)if in such accounting period no Tax would otherwise have been
               saved because of an insufficiency of income, profits or gains, or
               Tax thereon, against which such Accounts Relief could have been
               offset, the Tax that would otherwise have been saved for the
               accounting period or periods in which income, profits or gains,
               or Tax thereon, arises or arose, against which such Accounts
               Relief could have been offset but for such denial, loss, use or
               set off,

          and in either case 2.2(a)(ii) or 2.2(a)(iii), on the assumption that
          the Accounts Relief in question would have been offset in priority to
          any other Relief available in such period or periods; and

     (b)  in the case of a Tax Liability within clause 1.6(c), the amount of Tax
          for which the Company would, but for such use or setting-off, have
          been liable and in respect of which a claim could have been made
          against the Covenantor under this covenant.

3.   Limitations and exclusions

3.1  The Covenantor shall not be liable under the covenants contained in clause
     2.1 in respect of any Tax Liability of the Company (or in respect of any
     costs and expenses arising therefrom under clause 2.1(e)):

     (a)  unless the Tax Liability in question shall have arisen on or before
          the seventh anniversary of Completion and the Purchaser shall by
          notice in writing to the Covenantor have given such details of the
          claim as the Purchaser then has;

     (b)  to the extent that provision or reserve was made in the balance sheet
          in the Completion Accounts in respect of such Tax Liability, or to the
          extent that payment or discharge of such Tax Liability was taken into
          account therein;

     (c)  to the extent that such Tax Liability arises or is increased by reason
          of the imposition of or increase in the rates of Tax as a consequence
          of any change occurring after Completion in law, or in published
          practice or withdrawal of any concession of general application, and
          having retrospective effect, which was not announced before
          Completion;

<PAGE>

                                      -96-

     (d)  to the extent that it would not have arisen but for a voluntary action
          or omission of the Purchaser (or person deriving title from it) or the
          Company after Completion (which, for the avoidance of doubt, shall not
          include the presentation for stamp duty purposes of any document where
          such presentation is required in order that the document is given in
          evidence or required by any Tax authority and a copy is not sufficient
          or the disclosure (with the consent of the Covenantor, such consent
          not to be unreasonably withheld or delayed) to any Tax authority, of
          any matter which the Purchaser or the Company is advised should
          reasonably be disclosed) which the Purchaser knew (or ought reasonably
          to have known) would give rise to the Tax Liability and where such act
          or omission was done otherwise than as required by law or pursuant to
          a legally binding commitment of that person created on or before
          Completion or otherwise than in the ordinary course of business of
          that person;

     (e)  to the extent that it would not have arisen or would have been reduced
          but for a failure or omission on the part of the Purchaser or the
          Company after Completion to make any election or claim any Relief, the
          making or claiming of which was taken into account in computing the
          provision or reserve for Tax in the Completion Accounts;

     (f)  to the extent that it arises as a result of any changes after
          Completion in the bases, methods or policies of accounting of the
          Purchaser or the Company save to comply with generally accepted
          accounting principles in the United Kingdom or elsewhere or law as
          current at Completion;

     (g)  to the extent that it arises or is increased as a consequence of any
          failure by the Purchaser or the Company to comply with any of their
          respective obligations under clause 5 (Manner of and Conduct of
          Claims);

     (h)  to the extent that any income, profits or gains to which it is
          attributable were actually earned or received by or actually accrued
          to the Company but were not (in either such case) reflected in the
          Completion Accounts and only to the extent that the Tax Liability does
          not exceed such income, profits or gains;

     (i)  to the extent that it arises as a result of any Relief being denied
          following any change in the nature or conduct of trade by the Company
          made after Completion where such change is not made or commenced on or
          before Completion.

3.2  Any liability of the Covenantor for any Tax Liability falling within clause
     2.1(c) shall only be limited or excluded by clause 3.1(b).

3.3  The Covenantor shall not be liable in respect of any claim under this
     covenant if and to the extent that recovery has been made and an amount
     retained in respect of the subject matter thereof under the Warranties.

<PAGE>

                                      -97-

4.   Mitigation

     The Purchaser shall, at the discretion in writing of the Covenantor,
     procure that the Company takes all such steps as the Covenantor may require
     to:

     (a)  use in the manner hereinafter mentioned all such Reliefs arising as a
          consequence of or by reference to:

          (i)  any Event occurring (or deemed to occur) on or before Completion
               and not as a consequence of or by reference to an Event occurring
               (or deemed to occur) after Completion;

          (ii) or in respect of a period ended on or before Completion, and not
               as a consequence of or by reference to a period commencing after
               Completion,

          as are available to the Company to reduce or eliminate any Tax
          Liability in respect of which the Purchaser would have been able to
          make a claim against the Covenantor under this covenant (such Reliefs
          including, without limitation, Reliefs made available to a company by
          means of a surrender from another company), the said use being to
          effect the reduction or elimination of any such Tax Liability to the
          extent specified by the Covenantor and permitted by law, and to
          provide to the Covenantor, at the Covenantor's expense, a certificate
          from the auditors (for the time being) of the Company confirming that
          all such Reliefs have been so used; and

     (b)  make all such claims and elections specified by the Covenantor in
          respect of any accounting period of the Company commencing before
          Completion as have the effect of reducing or eliminating any such Tax
          Liability as is mentioned in sub-clause (a), provided that no such
          claim or election shall require the Company to use any Post-Completion
          Relief or give rise to a Tax Liability.

5.   Manner of making and conduct of claims

5.1  If the Purchaser or the Company shall become aware of any Demand which
     appears to the Purchaser to be relevant for the purposes of this covenant
     or the Tax Warranties the Purchaser shall (by way of covenant but not as a
     condition precedent to the liability of the Covenantor hereunder) give
     notice thereof to the Covenantor as soon as reasonably practicable setting
     out reasonable details of the Demand.

5.2  If the Covenantor shall indemnify and reasonably secure the Purchaser and
     the Company to the Purchaser's reasonable satisfaction against all
     reasonable costs and expenses including interest on overdue Tax and any
     further liability to Tax which may be incurred thereby, then the Purchaser
     shall procure that the Company will (except in a case where fraudulent or
     wilful conduct is alleged by any Tax authority and subject to clause 5.3)
     take such action as the Covenantor may request to avoid, dispute, resist,
     appeal or compromise any Demand

<PAGE>

                                      -98-

     (including allowing the Covenantor to take over the conduct of all matters
     relating to any such Demand), Provided that:

     (a)  the appointment of solicitors and other professional advisers to the
          Company shall be subject to the prior approval of the Purchaser, such
          approval not to be unreasonably withheld or delayed;

     (b)  the Covenantor shall ensure that no correspondence, pleading or other
          document is sent, transmitted, issued, entered into or in any way
          published in connection with the relevant Demand by the Covenantor or
          their advisers without copies thereof being provided to the Purchaser;

          save as otherwise expressly provided herein, the Purchaser shall
          procure that the Company shall give the Covenantor all reasonable
          co-operation information and assistance for the purposes of taking
          such action as aforesaid;

     (c)  any request made by the Covenantor pursuant to this clause 5.2 shall
          be made within a reasonable time of receipt by the Covenantor of any
          notice given to the Covenantor in accordance with clause 5.1 (and, in
          any event, in the case of a Demand which requires an appeal to be made
          or other action to be taken within a specified period of time, a
          request is made by the Covenantor to the Purchaser not later than five
          Business Days prior to the expiry of such specified period);

     (d)  the Purchaser and the Company shall not be obliged to comply with any
          request of the Covenantor which involves contesting any assessment of
          Taxation before any court or any other appellate body (including any
          tribunal or court) unless they have been advised in writing, at the
          expense of the Covenantor, by leading tax counsel instructed by
          agreement between the Purchaser and the Covenantor, that an appeal
          against such assessment will, on the balance of probabilities, be won
          by the Purchaser or, as the case may be, the Company;

     (e)  neither the Purchaser nor the Company shall be obliged to take any
          action which is likely to increase its liability to Taxation for
          accounting periods ending after Completion; and

     (f)  the rights of the Covenantor under this clause 5.2 shall cease if it
          has been subject to an Insolvency Event.

5.3  If the Covenantor does not request the Purchaser to take any action within
     21 Business Days of the date of any notice given to them under clause 6.1
     of any such Demand or in accordance with 6.2(c), the Purchaser and the
     Company shall be free to take such action in relation to the Demand as it
     or they may in its or their absolute discretion think fit.

<PAGE>

                                      -99-

6.   Payment of claims

6.1  Payments by the Covenantor pursuant to the covenants in clause 2 shall be
     made in cleared, immediately available funds on the days specified in
     clause 6.2 below.

6.2  The days referred to in clause 6.1 are as follows:

     (a)  if the Tax Liability giving rise to a claim under this covenant
          involves an actual payment of Tax by the Company, the day which is the
          later of five Business Days after demand is made therefor by or on
          behalf of the Claimant, and three Business Days before the date on
          which that Tax becomes due and payable to the relevant Tax authority;

     (b)  if the Tax Liability giving rise to a claim under this covenant does
          not involve an actual payment of Tax:

          (i)  if involving the denial, loss, use or setting off in whole or in
               part of an Accounts Relief which is a right to repayment of Tax,
               the day which is five Business Days after demand is made therefor
               by or on behalf of the Claimant;

          (ii) if involving the denial, loss, use or setting off of any other
               Accounts Relief within clause 2.2(a), the day which is the later
               of five Business Days after demand is made therefor by or on
               behalf of the Claimant, and two Business Days before the day on
               which the Tax that would otherwise have been saved becomes due
               and payable to the relevant Tax authority without incurring a
               penalty, fine or interest;

          (iii) if involving the use or setting-off of any Post-Completion
               Relief within clause 2.2(b) the day which is the later of five
               Business Days after demand is made therefor by or on behalf of
               the Claimant, and two Business Days before the day on which the
               Tax saved thereby would otherwise have become due and payable to
               the relevant Tax authority without incurring a penalty, fine or
               interest;

     (c)  in any other case, three Business Days after the date on which demand
          is made therefor by or on behalf of the Claimant.

6.3  For the purposes of this clause 6, the date on which an amount of
     corporation tax (the "Corporation Tax") does or would become due and
     payable by a UK tax-resident company, being any UK tax-resident Company or
     the Purchaser (the "Relevant Company"), shall be determined to be:

     (a)  in any accounting period of the Relevant Company ending on or after 1
          July 1999 in which the Relevant Company is a "large company" within
          the meaning of the Instalment Regulations, the date or dates upon
          which the Corporation Tax would be

<PAGE>

                                     -100-

          provided to be due and payable by Regulations 4 and 5 of the
          Instalment Regulations on the assumption that the Corporation Tax
          payable by the Relevant Company is the "total liability" of the
          Relevant Company for that period within the meaning of the said
          Regulations 4 and 5 and references in the Instalment Regulations to an
          accounting period of a large company shall be construed as references
          to the accounting period of the Relevant Company; or

     (b)  in any other accounting period of the Relevant Company, the date which
          is nine months following the end of the accounting period.

6.4  For the purposes of this clause 6, references to the day on which an amount
     of Tax which is not UK Corporation tax becomes due and payable to the
     relevant Tax authority shall be the first day on which such Tax is required
     by law to be paid without incurring any penalty or liability for interest
     in respect thereof.

6.5  Sums not paid on the dates specified in this clause 6 shall bear interest
     in accordance with clause 22 of the Master Agreement provided that if
     clause 6.3(a) of this Deed applies, Regulation 7 of the Instalment
     Regulations shall apply to determine the amount of interest which is
     payable in relation to the Tax Liability as that Regulation applies to
     determine the amount of interest which is payable on unpaid corporation tax
     except where such sum is more than 30 days overdue, in which case the
     higher of the rate of interest under the Master Agreement and the rate of
     interest in Regulation 7 of the Instalment Regulations shall prevail for
     the whole of the period during which such sum is overdue.

7.   Tax Returns and computations

7.1  The Covenantor or their duly authorised agents shall be responsible for,
     and have the conduct of preparing, submitting to and agreeing with the
     relevant Tax authorities all corporation tax, VAT, PAYE or other Tax
     returns and computations of the Company, including (without limitation)
     claims and/or surrenders by way of Group Relief where the due date for
     filing such returns falls before Completion and in connection therewith:

     (a)  all returns, computations, documents and correspondence relating
          thereto shall be submitted in draft form by the Covenantor to the
          Purchaser or its duly authorised agents for comment;

     (b)  the Purchaser or its duly authorised agent shall comment within 21
          days of such submission but if the Covenantor has not received any
          comments within 21 days, the Purchaser and its duly authorised agents
          shall be deemed to have approved such draft documents;

     (c)  the Covenantor shall take into account all reasonable comments and
          suggestions made by the Purchaser or its duly authorised agents;

<PAGE>

                                     -101-

     (d)  the Covenantor and the Purchaser shall co-operate in good faith and
          shall each respectively afford (or procure the affordance) to the
          other or their duly authorised agents of information and assistance
          which may reasonably be required to prepare, submit and agree all such
          outstanding Tax returns and computations;

     (e)  the Covenantor and the Purchaser shall as soon as practicable deliver
          to each other copies of all correspondence sent to or received from
          any Tax authority;

     (f)  the Purchaser undertakes to procure that the Company shall at the
          request of the Covenantor, sign and submit to the relevant Tax
          authority all such notices of claim, surrender or consent to surrender
          (including provisional or protective notices of claim, surrender or
          consent to surrender in cases where any relevant Tax computations have
          not yet been agreed) and all such other documents and returns as the
          Covenantor shall reasonably request to give effect to the foregoing
          provisions provided that:

          (i)  the Covenantor has complied with its obligations specified in
               this clause 8; and

          (ii) the Purchaser shall not be obliged to procure that the Company
               sign and submit any document which in its reasonable opinion it
               considers not to be true and accurate in any material respects or
               which would give rise either to any liability to Taxation or the
               loss of any Relief whether by surrender or otherwise.

7.2  The provisions of clause 7.1 (other than clause 7.1(f)) shall apply in
     respect of all Tax returns and computations of the Company the due date for
     filing of which falls on or after Completion as if the word "Covenantor"
     reads "Purchaser" and the word "Purchaser" reads "Covenantor".

7.3  The Covenantor and the Purchaser agree to co-operate promptly after
     Completion so that any outstanding issue in relation to US sales tax is
     resolved, so as to reduce the Company's liability to any such Tax Liability
     in relation to any Event occurring on or before Completion.

8.   No withholdings, ETC

8.1  All sums payable by the Covenantor to the Purchaser hereunder shall be
     without deduction or withholding on any ground whatsoever, save only as may
     be required by law. If any such deduction or withholding is required by law
     the Covenantor shall be obliged to pay to the Purchaser such amount as will
     ensure that, after any such deduction or withholding has been made, the
     Purchaser shall have received a sum equal to the amount that the Purchaser
     would otherwise have received in the absence of any such deduction or
     withholding, as reduced by any credit to which the Purchaser may be
     entitled on account of such deduction or withholding.

8.2  If any competent authority for Tax purposes charges to Tax any sum paid
     (the "original payment") to the Purchaser hereunder the Covenantor shall be
     obliged to pay to the Purchaser such additional amount (the "additional
     payment") as will ensure that, after the

<PAGE>

                                     -102-

     payment of the Tax so charged on the original payment and any Tax
     chargeable on the additional payment, there shall remain a net sum equal to
     the amount of the original payment, such additional payment to be paid the
     later of three Business Days after the Purchaser has served written notice
     on the Covenantor and three Business Days prior to the date that Tax on the
     original payment will become due and payable, or would have become due and
     payable but for the availability of a Relief.

9.   Corresponding savings and refunds

9.1  If the auditors for the time being of the Company certify (at the request
     and at the expense of the Covenantor) that any Tax Liability which has
     resulted in a payment having been made by the Covenantor under this
     covenant or for breach of any of the Tax Warranties has given rise to a
     Relief (other than an Accounts Relief) for the Company or the Purchaser
     which would not otherwise have arisen, then:

     (a)  the Purchaser shall procure that full details of such Relief are given
          to the Covenantor as soon as reasonably practicable; and

     (b)  the amount of that Relief shall first be set off against any payment
          then due from the Covenantor under this covenant; and

     (c)  to the extent there is an excess, a refund shall be made to the
          Covenantor of any previous payment or payments made by the Covenantor
          under this covenant and not previously refunded under this clause up
          to the amount of such excess; and

     (d)  to the extent that the excess referred to in sub-clause (c) of this
          clause is not exhausted under that sub-clause, the remainder of that
          excess shall be carried forward and set off against any future payment
          or payments which become due from the Covenantor under this deed,

     provided that if the Relief in question is a deduction from or offset
     against income, profits or gains, the amount of the Relief shall be a sum
     equal to the amount of Tax that has been saved through the use of that
     Relief on the basis of the rates of tax current at the date of the
     certification made by the auditors under this clause.

9.2  If the Covenantor at any time pay to the Purchaser an amount pursuant to a
     claim under this covenant or under the Tax Warranties and the Purchaser or
     the Company is or becomes entitled to recover from some other person (other
     than the Company or the Purchaser, but including any Tax authority) any sum
     in respect of the matter giving rise to such claim (other than by reason of
     any Accounts Relief or Post-Completion Relief), the Purchaser, if so
     required by the Covenantor, will (and will procure that the Company will),
     at the cost of the Covenantor takes all reasonable steps to enforce such
     recovery (provided that the Company and the Purchaser shall not be obliged
     to take any action which they reasonably consider to be

<PAGE>

                                     -103-

     prejudicial to their material interests), and the Purchaser shall promptly
     following such recovery repay to the Covenantor the lesser of:

     (a)  the sum so recovered by the Purchaser or the Company from such other
          person (including sums recovered in respect of costs and any interest
          or repayment supplement received in respect of the sum recovered, but
          less any costs of recovery not previously reimbursed and less any Tax
          chargeable on the sum recovered); and

     (b)  the amount referred to above paid by the Covenantor to the Purchaser.

10.  Purchaser's warranty and indemnity

10.1 The Purchaser warrants and represents to the Covenantor and their
     successors in title that the Purchaser does not intend to permit the
     corporation tax liabilities of the Company and its subsidiaries, to the
     extent provided for in the Completion Accounts and to the extent payable by
     the Company and/or its subsidiaries to remain undischarged, and that it is
     not entering into this transaction on the assumption referred to in section
     767AA(2) of the ICTA 1988.

10.2 The Purchaser hereby covenants with the Covenantor that it will indemnify
     each Relevant Person and keep them indemnified against any liability
     arising pursuant to:

     (a)  section 767A of the ICTA 1988, in circumstances where the taxpayer
          company (as defined in section 767(1)) is the Company; or

     (b)  section 767AA of the ICTA 1988, in circumstances where the relevant
          transferred company or associated company as defined in section 767AA
          is the Company; or

     (c)  section 132 of the FA 1988, in circumstances where the Company ceases
          to be resident in the United Kingdom after Completion, except where
          the Company was incorporated outside the United Kingdom; or

     (d)  section 190 of the TCGA 1992, in circumstances where the unpaid tax
          referred to in section 190(1) is first assessed on the Company,

     to the extent that the corporation tax to which the liability relates:

          (i)  has been the subject of a claim by the Purchaser hereunder which
               has been satisfied; or

          (ii) is one in respect of which the Covenantor has (disregarding any
               limit on the amount of such liability) no liability hereunder.

10.3 For the purposes of this clause 10, a "Relevant Person" is:

     (a)  any person who at any time in the three year period prior to
          Completion had control of the Company; or

<PAGE>

                                     -104-

     (b)  any company of which the person mentioned in clause (a) above has at
          any time in the three year period prior to Completion had control.

10.4 The Purchaser hereby covenants with the Covenantor to pay to the Covenantor
     the Repayment within five Business Days of receipt of the same.

11.  Over Provisions

11.1 If the Covenantor shall become liable in respect of any claim arising under
     this Deed, credit shall be given to the Covenantor against such liability
     for the amounts referred to in clause 11.2 below which shall be dealt with
     in accordance with clause 11.4 below.

11.2 The amounts referred to in clause 11.1 above are:

     (a)  the amount by which any provision for Tax contained in the Completion
          Accounts proves to be an over provision;

     (b)  the amount by which the right to any repayment of Tax to the Company
          by the Inland Revenue or any other Tax authority reflected in the
          Completion Accounts proves to be understated (or if no amount is
          stated, the amount of any repayment of Tax to the Company relating to
          the period prior to the Balance Sheet Date) but, for the avoidance of
          doubt, this Clause 11 shall not apply to the Repayment.

11.3 If the Purchaser becomes aware that there are or may be such amounts as are
     referred to in clause 11.2 above, it shall (or shall procure that the
     Company shall) promptly inform the Covenantor of that fact. If the auditors
     for the time being of the Company are requested by either of the parties
     hereto to certify any of such amounts as are referred to above the relevant
     party shall procure that the auditors are instructed to give and shall (at
     the expense of the party requesting) give as soon as practicable such
     certificate and in so doing they shall act as experts and not as
     arbitrators and (in the absence of manifest error) their decision shall be
     final and binding on the parties hereto.

11.4 Where it is provided under clause 11.1 above that any amount (the "Relevant
     Amount") is to be dealt with in accordance with this clause 11:

     (a)  the Relevant Amount shall first be set off against any payment then
          due from the Covenantor under this covenant, and reduce or eliminate
          the liability against which it is so set-off; and

     (b)  to the extent there is an excess of the Relevant Amount after any
          amounts have been set off under clause 11.4(a) above a refund shall be
          made to the Covenantor of any previous payment or payments by the
          Covenantor under this covenant and not previously refunded under this
          clause 11.4(b) up to the amount of such excess; and

<PAGE>

                                     -105-

     (c)  to the extent that the excess referred to in clause 11.4(b) is not
          exhausted under that clause, the remainder of that excess shall be
          carried forward and set off against any future payment or payments
          which become due from the Covenantor under this covenant and reduce or
          eliminate the liability against which it is so set-off.

11.5 Where any such certification as is mentioned in clause 11.3 above has been
     made, the Covenantor or the Purchaser may (at their own expense) request
     the auditors to review such certification in the light of all relevant
     circumstances, including any facts which have become known only since such
     certification, and to certify whether such certification remains correct or
     whether, in the light of those circumstances, the amount that was the
     subject of such certification should be amended.

11.6 If the auditors certify under clause 11.5 that an amount previously
     certified should be amended, that amended amount shall be substituted for
     the purposes of clause 11.4 as the Relevant Amount in respect of the
     certification in question in place of the amount originally certified, and
     such adjusting payment (if any) as may be required by virtue of the above
     mentioned substitution shall be made as soon as practicable by the
     Covenantor or the Purchaser, as the case may be.

12.  Surrender of Reliefs

12.1 The Purchaser shall procure that, to the extent that it can lawfully do so,
     the Company:

     (a)  accepts from the Covenantor, or any other company not included in the
          definition of the Company hereunder and specified by the Covenantor,
          the surrender of any Group Relief as the Covenantor may direct in
          respect of an accounting period of the Company commencing before
          Completion; and

     (b)  surrenders any Group Relief to any company not included in the
          definition of the Company hereunder, specified by the Covenantor, in
          respect of any accounting period of the Company commencing before
          Completion.

12.2 Subject to clause 12.3, for a surrender under clause 12.1(a), the Purchaser
     shall procure that the Company pays to the Covenantors, or as the
     Covenantor directs, an amount equal to the Tax saved by the Company in
     consequence of such surrender.

12.3 The total payments made by the Company under clause 12.2, when added to any
     corporation tax actually payable by the Company, shall not exceed the
     amount of corporation tax taken into account in calculating the provision
     for Tax in the Completion Accounts in respect of the Company.

12.4 Payment under clause 12.2 shall be made on the later of the date that the
     Tax saved as a result of the surrender is, or but for the surrender would
     have been, due and payable, and five Business Days after demand is made
     therefor by or on behalf of the Covenantor.

<PAGE>

                                     -106-

12.5 No payment shall be made for a surrender under clause 12.1(b).

13.  VAT

13.1 The deeming provisions of section 43(1) of the VATA shall be disregarded in
     determining for the purposes of this clause 13 what supplies or
     importations have been made or are deemed to have been made by or to any
     person.

13.2 The Covenantor covenants with the Purchaser that it will notify H M Customs
     & Excise that the Company will cease to be under its control with effect
     from Completion and that it shall use all reasonable endeavours to secure
     that the date on which the Company ceases to be treated as a member of the
     Covenantor's VAT Group falls on or before Completion.

13.3 The Covenantor undertakes with the Purchaser and the Purchaser undertakes
     with the Covenantor that it will on request promptly supply or procure that
     there is supplied to the other all information, particulars and access to
     the copies of records relevant to any liability of the parties under this
     clause 13.

13.4 The Covenantor (for itself and for each member of the Group) shall not, and
     the Purchaser undertakes to procure that the Company shall not, after
     Completion, in respect of VAT accounting periods beginning prior to but not
     ended before Completion, admit liability to or pay or settle any claim for
     VAT or agree any allowance or disallowance of credit for or refund of VAT
     which could be relevant to any liability of the parties under this clause
     (together referred to as a "Relevant Claim") unless it shall have obtained
     the consent of the other to do so, such consent not to be unreasonably
     withheld or delayed, and if the Covenantor or the Purchaser shall become
     aware of any Relevant Claim or of circumstances likely to give rise to a
     Relevant Claim, that party shall promptly give written notice thereof to
     the other and the Covenantor shall take such action as the Purchaser may
     reasonably request to avoid dispute resist appeal compromise or defend the
     Relevant Claim, and the Purchaser shall indemnify the Covenantor from time
     to time against all costs and expenses reasonably and properly incurred in
     complying with any such request.

14.  Guarantee of the Covenantor's Liabilities

14.1 In consideration of the Purchaser entering into this Deed with the
     Covenantor, the Guarantor hereby irrevocably and unconditionally agrees, as
     primary obligor, to pay to the Purchaser a sum equal to any sums now or
     subsequently due and payable hereunder by the Covenantor to the Purchaser.

14.2 This guarantee may be enforced by the Purchaser without the Purchaser first
     taking any steps or proceedings against the Covenantor.

14.3 The liability of the Guarantor pursuant to this clause 14 shall be limited
     to the nominal amount of the Loan Notes at the date of Completion in
     addition to interest accrued thereon, and the Purchaser's only remedy
     against the Guarantor pursuant to this clause 14 shall be by

<PAGE>

                                     -107-

     exercising its right of set-off and by the resulting cancellation of any
     liability the Purchaser has to the Guarantor under the Loan Notes.

15.  General

     The provisions of clauses 17 (Confidentiality and Announcements), 24
     (Continuing Obligations and Assignment), 25 (Costs), 26 (Notices), 27
     (Severability), 28 (Entire Agreement and Variation), 29 (General
     Provisions) and 30 (Governing Law and Jurisdiction) of the Master Agreement
     shall apply to this Deed as if the same were set out in full herein,
     mutatis mutandis.

IN WITNESS whereof this Deed has been entered into the day and year first above
written.

<PAGE>

                                     -108-

Executed by                         )
Baltimore Technologies plc          )
Acting by:

Name
Director

Name
Director/Secretary

Executed by                         )
Clearswift Limited                  )
Acting by:

Name
Director

Name
Director/Secretary

Executed by                         )
Baltimore Technologies UK Limited   )
Acting by:

Name
Director

Name
Director/Secretary

<PAGE>

                                     -109-

                                   Schedule 6

                                   Properties

                                 Seattle Office

Address:            Suite 200, Second Floor Eastgate Building, 15500 SE 30th.
                    Place, Bellevue, Washington 98007

Landlord:           Touchstone Partners I LLC

Current Tenant:     Content Technologies Inc

Term:               Commenced 25 February 2000 and expires 28 February 2005.

Lease Date:         November 12, 1999

Parties to Lease:   (1) Touchstone Partners I LLC and (2) Content Technologies
                    Inc.

Current rent:       (pound)22,595.63 per month

Use:                General office

                                 Hamburg Office

Address:            Amsinckstrasse, 67 20097 Hamburg

Landlord:           DEGI, Deutsche Gesellschaft fur Immobilienfonds mbH

Current Tenant:     Content Technologies GmbH

Term:               64 months terminating 31 December 2005

Lease Date:         1/9/2000 with a further 300 square meters from 1/1/2001

Current Rent:       Euro 9,370 + 16% VAT per month total rent (euro)10,371

Use                 General office

                                Frankfurt Office

Address:            Lyoner Str. 26, 60528 Frankfurt

Landlord:           Regus Business Centre GmbH

Current Tenant:     Content Technologies GmbH

Term:               6 months

Lease Date:         13 January 2000

Current Rent:       (euro)2,096.30 plus VAT per month

Use                 General office

<PAGE>

                                     -110-

                                 Florida Office

Address:            Suite 133, Jupiter Cove Plaza, 1340 North U.S. One Highway,
                    Jupiter, FL  33469

Landlord:           PCI Corporate Assoc Inc

Current Tenant:     Content Technologies Inc. (renewed for a further term in the
                    name of Baltimore Technologies Inc.)

Term:               4 months expiring 31 January 2002

Lease Date:         1st June 2001 (extended on 9 October 2001)

Parties:            (1) PCI Corporate Assoc Inc. and (2) Content Technologies
                    Inc.

Current Rent:       $365.00 plus state sales tax

Use                 General office

                                 Michigan Office

Address:            Office 11, Suite 400E, 17672 Laurel Park Drive N., Livonia,
                    MI  48152

Landlord:           VANTAS, Livonia, Inc

Current Tenant:     Content Technologies Inc.

Term:               1 year  automatically  renewing,  unless notice given 60
                    days before the end of the lease (Running 1 Jan to 31 Dec)

Date:               Original agreement date Dec17 1999

Parties:            (1) VANTAS, Livonia, Inc. and (2) Content Technologies Inc.

Current Rent:       Original  charge  $1,450 per month with a 7% annual
                    increase  and  increase of $150 per head if more than 1
                    person uses office

Use                 General office

<PAGE>

                                     -111-

                                   Schedule 7

                          Intellectual Property Rights

1.   Registered Trade Marks

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------
                        Registration
Mark                    Number         Territory                   Class(es)   Comments
----------------------------------------------------------------------------------------------------------
<S>                     <C>            <C>                             <C>     <C>
CERTIGRAM               2232331        UK                               9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
CERTIGRAM               4496780        Japan                            9
----------------------------------------------------------------------------------------------------------
CERTIGRAM               44663144       Japan                           41
                                                                       42
----------------------------------------------------------------------------------------------------------
CERTIGRAM               757049         Madrid International/(1)/        9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
CERTIGRAM               835235         Australia                        9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
CONTENT TECHNOLOGIES    870915         Community Mark                   9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
e-SWEEPER               835228         Australia                        9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
e-SWEEPER               755829         Madrid International/(1)/        9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
FILESWEEPER             4435994        Japan                            9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
FILESWEEPER             835229         Australia                        9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
HOMESWEEPER             1612266        Community Mark                   9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
MAILSWEEPER             835231         Australia                        9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
MAILSWEEPER             641068         Community Mark                   9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
MAILSWEEPER             4392465        Japan                            9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
MAILSWEEPER             2301305        United States                    9
                                                                       42
----------------------------------------------------------------------------------------------------------
MIMESWEEPER             2232335        UK                               9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

                                     -112-

<TABLE>
<CAPTION>

----------------------------------------------------------------------------------------------------------
                        Registration
Mark                    Number         Territory                   Class(es)   Comments
----------------------------------------------------------------------------------------------------------
<S>                     <C>            <C>                             <C>     <C>
MIMESWEEPER             316109         Community Mark                   9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
MIMESWEEPER             2212221        US                               9
                                                                       42
----------------------------------------------------------------------------------------------------------
MIMESWEEPER             835274         Australia                        9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
MIMESWEEPER             739414         Norway                           9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
NEWSWEEPER              897298         Community Mark                   9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
NEWSWEEPER              2232333        UK                               9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
NEWSWEEPER              739407         Madrid International/(1)/        9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
NEWSWEEPER              835232         Australia                        9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
NEWSWEEPER              2392808        US                               9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
NEWSWEEPER              739407         Norway                           9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
PORNSWEEPER             835233         Australia                        9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
RADAR & LOGO            1665157        Community Mark                   9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
RADAR Logo              835236         Australia                        9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
SECRETSWEEPER           23292809       US                               9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
SECRETSWEEPER           893420         Community Mark                   9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
SECRETSWEEPER           835234         Australia                        9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
SECRETSWEEPER           2232326        UK                               9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
SECRETSWEEPER           739542         Norway                           9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

                                     -113-

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------
                        Registration
Mark                    Number         Territory                   Class(es)   Comments
----------------------------------------------------------------------------------------------------------
<S>                     <C>            <C>                             <C>     <C>
SERVERSWEEPER           835226         Australia                        9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
STATIONSWEEPER          1206671        Community Mark                   9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
TODAY'S DATA IS         762111         Madrid International/(2)/        9
   TOMORROW'S                                                          42
   KNOWLEDGE
 ----------------------------------------------------------------------------------------------------------
WEBSWEEPER              4343211        Japan                            9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
WEBSWEEPER              2413370        US                               9
                                                                       42
----------------------------------------------------------------------------------------------------------
WEBSWEEPER              2232323        UK                               9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
WEBSWEEPER              835227         Australia                        9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
WEBSWEEPER              495911         Community Mark                   9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
WEBSWEEPER              755830         Madrid International/(1)/        9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
</TABLE>

*    note this is the date on which the Company will have to produce an
     Affidavit showing evidence of use of the mark.

Trade Mark Applications

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------
                        Application
Mark                    Number         Territory                   Class(es)   Comments
----------------------------------------------------------------------------------------------------------
<S>                     <C>            <C>                             <C>     <C>
CERTIGRAM               1131010        Community Mark                   9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
CERTIGRAM               75/813210      United States                    9      Abandoned
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
CONTENT & LOGO          835224         Australia                        9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
CONTENT and Logo        2000-95027     Japan                            9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
CONTENT                 2000-95033     Japan                           41
   TECHNOLOGIES &
   Logo
----------------------------------------------------------------------------------------------------------
CONTENT                 75/491668      US                               9      Either abandoned or refused
   TECHNOLOGIES
----------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

                                     -114-

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------
                        Application
Mark                    Number         Territory                   Class(es)   Comments
----------------------------------------------------------------------------------------------------------
<S>                     <C>            <C>                             <C>     <C>
e-SWEEPER               1629187        Community Mark                  41
----------------------------------------------------------------------------------------------------------
e-SWEEPER               2232332        UK                               9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
e-SWEEPER               76/141419      USA                              9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
e-SWEEPER               2000-112207    Japan                            9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
FILESWEEPER             1206697        Community Mark                   9      Refused
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
FILESWEEPER             2232322        UK                               9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
FILESWEEPER             75/845579      United States                    9      Abandoned
                        (originally                                    41
                        75/845579)                                     42
----------------------------------------------------------------------------------------------------------
HOMESWEEPER             2000-112207    Japan                            9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
HOMESWEEPER             76/141864      USA                              9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
HOMESWEEPER             835230         Australia                        9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
MAILPRESERVER           2245303        UK                               9
                                                                       42
----------------------------------------------------------------------------------------------------------
MAILPRESERVER           868774         Australia                        9
                                                                       42
----------------------------------------------------------------------------------------------------------
MAILPRESERVER           2117919        Community Mark                   9
                                                                       42
----------------------------------------------------------------------------------------------------------
MAILPRESERVER           [762109]       Madrid International/(2)/        9
                                                                       42
----------------------------------------------------------------------------------------------------------
MAILPRESERVER           633810         New Zealand                      9
----------------------------------------------------------------------------------------------------------
MAILPRESERVER           633811         New Zealand                     42
----------------------------------------------------------------------------------------------------------
MAILPRESERVER           76/222763      US                               9
                                                                       42
----------------------------------------------------------------------------------------------------------
MAILSWEEPER             2232336        UK                               9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
MAILSWEEPER             737990         Madrid International/(1)/        9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
MAILSWEEPER             1612274        Community Mark                   9      Withdrawn
Archivist for SMTP                                                     41
                                                                       42
----------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

                                     -115-

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------
                        Application
Mark                    Number         Territory                   Class(es)   Comments
----------------------------------------------------------------------------------------------------------
<S>                     <C>            <C>                             <C>     <C>
MIMESWEEPER             4433108        Japan                            9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
MIMESWEEPER             739414         Madrid International/(1)/        9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
NEWSWEEPER              4446770        Japan                            9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
PORNSWEEPER             2232330        UK                               9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
PORNSWEEPER             76/142190      USA                              9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
PORNSWEEPER             1612316        Community Mark                   9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
PORNSWEEPER             2000-112208    Japan                            9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
RADAR Logo              76/142204      USA                              9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
RADAR Logo              2000-112210    Japan                            9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
SECRETSWEEPER           4439196        Japan                            9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
SECRETSWEEPER           739542         Madrid International/(1)/        9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
SERVERSWEEPER           76/76/141259   USA                              9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
SERVERSWEEPER           2000-112211    Japan                            9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
SERVER SWEEPER          1612282        Community Mark                   9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
SPAM SWEEPER            11-43042       Japan                            9      Refused
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
SPAM SWEEPER            75/705916      US                               9      Abandoned
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
TODAY'S DATA IS         868771         Australia                        9
   TOMORROW'S                                                          42
   KNOWLEDGE
----------------------------------------------------------------------------------------------------------
TODAY'S DATA IS         2117711        Community Mark                   9
   TOMORROW'S                                                          42
----------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

                                     -116-

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------
                        Application
Mark                    Number         Territory                   Class(es)   Comments
----------------------------------------------------------------------------------------------------------
<S>                     <C>            <C>                             <C>     <C>
   KNOWLEDGE
----------------------------------------------------------------------------------------------------------
TODAY'S DATA IS         633812         New Zealand                      9
   TOMORROW'S
   KNOWLEDGE
----------------------------------------------------------------------------------------------------------
TODAY'S DATA IS         633813         New Zealand                     42
   TOMORROW'S
   KNOWLEDGE
----------------------------------------------------------------------------------------------------------
TODAY'S                 2245308        UK                               9
   INFORMATION  IS                                                     42
   TOMORROW'S
   KNOWLEDGE/TODAY'S
   DATA IS TOMORROW'S
   KNOWLEDGE
----------------------------------------------------------------------------------------------------------
TODAY'S                 868770         Australia                        9
   INFORMATION IS                                                      42
   TOMORROW'S
   KNOWLEDGE
----------------------------------------------------------------------------------------------------------
TODAY'S                 2118297        Community Mark                   9
   INFORMATION IS                                                      42
   TOMORROW'S
   KNOWLEDGE
----------------------------------------------------------------------------------------------------------
TODAY'S                 [762110]       Madrid International/(2)/        9
   INFORMATION IS                                                      42
   TOMORROW'S
   KNOWLEDGE
----------------------------------------------------------------------------------------------------------
TODAY'S DATA IS         633814         New Zealand                      9
   TOMORROW'S
   KNOWLEDGE
----------------------------------------------------------------------------------------------------------
TODAY'S DATA IS         633815         New Zealand                     42
   TOMORROW'S
   KNOWLEDGE
----------------------------------------------------------------------------------------------------------
TODAY'S DATA IS         76/333619      US                               9
   TOMORROW'S                                                          42
   KNOWLEDGE
----------------------------------------------------------------------------------------------------------
TODAY'S                 76/222486      US                               9
   INFORMATION IS                                                      42
   TOMORROW'S
   KNOWLEDGE
----------------------------------------------------------------------------------------------------------
</TABLE>

/(1)/ Denotes International Registration designated in the United Kingdom (base
      registration), Switzerland, China, Czech Republic, Estonia, Hungary,
      Lithuania, Norway, Poland, Russia, Slovakia.

/(2)/ Denotes International Registrations designated in the United Kingdom (base
      registration), Switzerland, Japan, Norway

<PAGE>

                                     -117-

Patent Applications

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------
Title                                   Territory         Application Number   Filing Date
------------------------------------------------------------------------------------------
<S>                                     <C>               <C>                  <C>
Method and System for Analysing  the    US                09/368,386           04/08/99
Content of Encrypted Electronic Data    European Patent   99125246.1           17/12/99
                                        Japan             365,274/1999         22/12/99
------------------------------------------------------------------------------------------
Detecting Packed Executables            UK                0018682.5            28/07/00
------------------------------------------------------------------------------------------
Monitoring Electronic Mail Message      UK                0021444.5            31/08/00
Digests
------------------------------------------------------------------------------------------
Distributing Public Keys                UK                0026688.2            1/11/00
------------------------------------------------------------------------------------------
</TABLE>

Registered Domain Names

<TABLE>
<S>                              <C>                      <C>
a-differentcompany.com           Contenttechnologies.de   mimesweeper.de
an-e-commerce-website.com        Contenttechnologies.fr   mimesweeper.dk
another-e-commerce-website.com   e-sweeper.com            nonevents.com
certigram.co.uk                  e-sweeper.co.uk          outside-yourcompany.com
certigram.com                    esweeper.co.uk           secretsweeper.com
certigrams.co.uk                 e-sweeper.net            secretsweeper.co.uk
certigrams.com                   esweeper.net             stationsweeper.co.uk
content-alliance.com             examplecompany.org       stationsweeper.com
contentarchiving.com             example-isp.com          threatcentral.co.uk
contentconservation.com          filesweeper.co.uk        threatcentral.com
contentpreservation.com          filesweeper.com          threatcentral.net
contentsecurity.co.uk            inside-yourcompany.com   threatcentral.org
contentsecurity.com              mailpreserver.com        websweeper.co.uk
content-security.co.uk           mailsweeper.com          your-companyname-here.com
content-security.com             mimesweeper.com
contenttechnologies.com          mimesweeper.com.au
content-technologies.com         mimesweeper.co.uk
</TABLE>

NB   (i)   minesweeper.com.au is registered in the name of Mimesweeper

     (ii)  mimesweeper.co.uk has been detagged.

     (iii) contenttechnologies.de and mimesweeper.de are registered in the name
           of Content Technologies GmbH.

<PAGE>

                                     -118-

                        Norwegian Trade Mark Applications

The Seller believes that the following applications have been made but has not
been able to confirm the accuracy of the details in the following table. The
information is provided from trade mark search reports provided by the
Purchaser's solicitors prior to the signing of this Agreement.

----------------------------------------------------------------
Trade Mark                Application No   Territory   Class(es)
----------------------------------------------------------------
TODAY'S DATA IS           200110600        Norway          9
   TOMORROW'S KNOWLEDGE                                   42
----------------------------------------------------------------
TODAY'S INFORMATION IS    200110599        Norway          9
   TOMORROW'S KNOWLEDGE                                   42
----------------------------------------------------------------
MAILPRESERVER             200110598        Norway          9
                                                          42
----------------------------------------------------------------
CERTIGRAM                 200107683        Norway          9
                                                          41
                                                          42
----------------------------------------------------------------
WEBSWEEPER                200106821        Norway          9
                                                          41
                                                          42
----------------------------------------------------------------
E-SWEEPER                 200106820        Norway          9
                                                          41
                                                          42
----------------------------------------------------------------
MAILSWEEPER               2000010215       Norway          9
                                                          41
                                                          42
----------------------------------------------------------------

<PAGE>

                                      -119-

                                   Schedule 8

                             The Completion Accounts

                                     Part 1

1.   The Purchaser shall use its reasonable endeavours to procure that
     consolidated accounts of the Group (including the Business) as at the
     Completion Date (the "Completion Accounts") are drawn up and reviewed by
     the Purchaser's Auditors in the form set out in Part III of this Schedule
     as soon as practicable and in any event by not later than 60 Business Days
     after Completion. The costs of the Purchaser's Auditors shall be borne
     equally by the Purchaser and the Sellers. The Purchaser shall procure that
     the Purchaser and the Purchaser's Auditors shall have such reasonable
     access during normal business hours to the records of the Group and the
     Business as they may reasonably require for the purposes of fulfilling
     their obligations contained in this Schedule.

2.   The Completion Accounts shall be prepared by the Purchaser:

     (a)  in accordance with the principles referred to in Part II of this
          Schedule 8;

     (b)  subject to paragraph (a) above, in accordance with principles,
          policies and procedures of accounting applied on a basis consistent
          with the Accounts; and

     (c)  subject to paragraphs (a) and (b) above, in accordance with UK GAAP.

     If there is any inconsistency between any of the above mentioned
     sub-paragraphs, paragraph (a) shall prevail over paragraphs (b) and (c),
     and paragraph (b) shall prevail over paragraph (c).

3.   For the purposes of this Schedule:

     "Baltimore Excluded Items" means the following:

     (a)  any leasehold improvements or furniture which are not used in the
          Business or by a Group member;

     (b)  any balance sheet entries relating to the BUK Property (other than in
          respect of liabilities expressly assumed under the BUK Underlease);

     (c)  any computer equipment which the Purchaser, any Group member or BUK in
          relation to the Business does not require in connection with the
          Business;

     (d)  the Repayment;

     (e)  cash in hand or at bank.

     "Base Working Capital Amount" means (pound)(700,000);

<PAGE>

                                      -120-

     "Completion Working Capital Amount" means Completion Net Assets less the
     Content Excluded Items.

     "Content Excluded Items" means the aggregate of the following amounts
     calculated by reference to the principles to be applied in preparing the
     Completion Accounts:

     (a)  the bonuses and commissions payable to Employees (and employees of any
          Group member) in connection with the transaction or otherwise and all
          National Insurance or PAYE (or the equivalent in any other
          jurisdiction in relation thereto attributable to any period or event
          ending on or prior to Asset Completion;

     (b)  provision for all liability to National Insurance and PAYE (or the
          equivalent in other jurisdictions) which would or may arise in the
          exercise of any Baltimore share option;

     (c)  any sums payable or liabilities arising out of any termination of
          employment or related arrangements of any Employee or any employees of
          any Group member attributable to any period or event ending on or
          prior to Asset Completion;

     (d)  provision for withholding tax liabilities referred to in paragraph R5
          of the Disclosure Letter (relating to CTL's failure to deduct
          withholding tax from royalties paid to a German company);

     (e)  provision for penalties or interest arising in respect of overdue
          filings as at Asset Completion in relation to Taxation for non-UK
          Group members;

     (f)  any corporation tax or any tax payable by reference to taxable profits
          attributable to any period or event ending on or prior to Asset
          Completion.

     (g)  any United States sales tax payable attributable to any period or
          event ending on or prior to Asset Completion;

     (h)  provision of (pound)35,000 in respect of the licence cost of personal
          office productivity software of substantially similar nature and
          functionality to the personal office productivity software used by the
          Group prior to Completion and no corresponding asset will be
          recognised in respect of this provision.

     (i)  any tax payable by reason of the Company and its Subsidiary
          Undertakings being part of the Seller's Group for tax purposes which
          would not have arisen were it not so grouped;

     "Projected Balance Sheet" means the projected proforma consolidated balance
     sheet for the Group and the Business as at 31 March 2002 in the agreed
     form.

     "Completion Net Assets" means the amount of the total assets less total the
     liabilities of the Group (including the Business) (including for the
     avoidance of doubt the Content Excluded

<PAGE>

                                      -121-

     Items) (adjusted if necessary in accordance with the principles set out in
     Part II of this Schedule) as shown by the Completion Accounts once final
     and binding between the parties.

4.   A draft of the Completion Accounts together with a draft report of the
     Purchaser's Auditors in the form set out in Part III of this Schedule (the
     "Report") shall be delivered by the Purchaser to the Seller's Auditors not
     later than seven days after the same shall have been prepared and reviewed
     and the Seller and the Seller's Auditors may review the same in order to
     satisfy themselves that the draft Completion Accounts have been prepared in
     accordance with the provisions of this Schedule 8 and that the details
     contained in the Report are correct.

5.   The Report shall be in the form set out in Part IV of this Schedule but the
     format of Part IV is for convenience only and in no way affects the
     construction thereof or the construction of this Agreement.

6.   The Purchaser shall co-operate promptly and shall use its reasonable
     endeavours to procure that the Purchaser's Auditors co-operate promptly in
     any such review and shall give to the Seller and the Seller's Auditors all
     such information and explanations as they may reasonably require in
     relation thereto.

7.   The Seller shall as soon as reasonably practicable and in any event by no
     later than 45 Business Days after receiving the Completion Accounts issue
     either:

     (a)  the confirmation of agreement with the draft Completion Accounts; or

     (b)  a statement in writing of those respects in which it disagrees with
          the draft Completion Accounts, together with the reasons for its
          disagreement and specifying and quantifying the adjustments which, in
          its opinion, should be made to the draft Completion Accounts.

8.   If a confirmation is given under paragraph 7(a) above, the draft Completion
     Accounts will be the Completion Accounts and will be deemed to be binding
     on the parties to this Agreement. If no statement in accordance with
     paragraph 7(b) is given the Seller will be deemed to have agreed to the
     draft Completion Accounts and the said Report shall be final and binding
     between the parties.

9.   If a statement is given under paragraph 7(b) above, the Seller and the
     Purchaser shall attempt in good faith to resolve any such disagreement
     within 15 Business Days of such statement being issued. Any resolution
     which enables the Completion Net Assets to be agreed shall be expressed in
     a certificate to be signed by both the Purchaser and the Seller (a "Joint
     Resolution"). If a Joint Resolution is not agreed within this period, the
     matter shall be referred to a firm of independent chartered accountants
     jointly agreed upon between the Seller and the Purchaser at any time or,
     failing which and on application of either the Seller or the Purchaser at
     any time after a period of a further 15 Business Days, by the President,
     from time to time, of the Institute of Chartered Accountants in England and
     Wales, which firm (the "Independent

<PAGE>

                                      -122-

     Accountants") shall then determine the value or amount of the matter or
     matters in dispute. The Independent Accountants shall act as experts and
     not as arbitrators. Their decision shall be communicated in writing to the
     Purchaser and the Seller and shall be (in the absence of manifest error)
     final and binding upon the Purchaser and the Seller. The draft Completion
     Accounts, as amended pursuant to a Joint Resolution or a decision of the
     Independent Accountants pursuant to this paragraph 9 shall consist the
     Completion Accounts for the purposes of this Agreement.

10.  The Seller and the Purchaser shall each provide (and the Purchaser shall
     procure that the members of the Group shall provide) the Independent
     Accountants with all information that they may reasonably require. The
     costs of the Independent Accountant's determination shall be in the award
     of the Independent Accountants.

11.  The Seller and the Purchaser shall procure that all records, working papers
     and other information as may be reasonably required by the other (or by the
     Sellers' Auditors or Purchaser's Auditors) or the Independent Accountants
     for the purposes of this Schedule 8 shall be made available upon request
     for them and each of the Purchaser and the Seller shall generally render
     all reasonable assistance, including the production and supply of
     photocopies of relevant documents to the Independent Accountants, and
     access reasonably necessary for the preparation of the Completion Accounts.

<PAGE>

                                      -123-

                                     Part II

                                   Principles

The Completion Accounts shall be drawn up by the Purchaser in accordance with
the following principles:

1.   The Completion Accounts shall be prepared in accordance with UK GAAP save
     that revenue shall be recognised in accordance with US GAAP and where there
     is room for interpretation of such accounting policies and principles then
     policies and principles consistent with those adopted in the preparation of
     the Projected Balance Sheet shall be adopted.

2.   The Base Working Capital Amount excludes and there shall be excluded from
     the Completion Working Capital Amount:

2.1  Any net intercompany balances between any Group member and the Seller's
     Group (except arising from any charges relating to services supplied in the
     ordinary course of business).

2.2  the Baltimore Excluded Items and the Content Excluded Items.

3.   In calculating the Completion Working Capital Amount:

3.1  any general accruals or provisions shall be included at the amount at which
     such accruals or provisions were included in the Projected Balance Sheet
     subject to proper utilisation;

3.2  the foreign exchange rates used in preparing the Projected Balance Sheet
     shall be used in preparing the Completion Accounts;

3.3  no deferred tax asset shall be included.

4.   If the Purchaser or any Group member is or will be obliged to settle or
     discharge any Content Excluded Items, a provision equal to the aggregate
     value of the Content Excluded Items so settled or discharged shall be
     included in the Completion Accounts.

5.   Management charges and other arrangements between the Seller's Group and
     any Group member will be consistent with those incurred in relation to
     prior accounting periods.

<PAGE>

                                      -124-

                                    Part III

                           Form of Completion Accounts

Same format as Projected Balance Sheet

<PAGE>

                                      -125-

Part IV

Form of Report

To:  The Directors

     Baltimore Technologies plc

1.   The report has been drawn up in accordance with the provisions of Schedule
     8 to the Agreement dated [_] January 2002 between Baltimore Technologies
     plc (1) Baltimore Technologies UK Limited (2) and [The Purchaser] (3) (the
     "Agreement"). Words and expressions defined in the Agreement shall have the
     same meanings in this report.

2.   In our opinion the Completion Accounts (which are annexed hereto) have been
     drawn up in accordance with the provisions of Schedule VIII to this
     Agreement.

3.   Based on the Completion Accounts we confirm that:

     (a)  The amount of the Completion Working Capital Amount is (pound)_; and

     (b)  The sum of(pound)_ is now due and payable by the [Purchaser/Seller]]
          to the [Seller/Purchaser] pursuant to clause 6.7 of the Agreement.

Signed:

[Purchaser's Auditors]

<PAGE>

                                      -126-

                                   Schedule 9

                                    Contracts

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------------
Name of contract                      Baltimore/Content entity                Company name                            Date signed
---------------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                                     <C>                                     <C>
Agreement for the sale and purchase   Baltimore Technologies (UK) Limited     Content Technologies Limited            30/03/2001
of the business and undertaking of
CTL
---------------------------------------------------------------------------------------------------------------------------------
Business Transfer Agreement           Baltimore Technologies Japan            Content Technologies KK                 (blank)
---------------------------------------------------------------------------------------------------------------------------------
Data Protection Agreement             Baltimore Technologies (UK) Limited     Content Technologies Inc                (blank)
---------------------------------------------------------------------------------------------------------------------------------
Escrow Agreement                      Baltimore Technologies (UK) Limited     NCC Group                               08/08/2001

                                      Content Technologies Ltd                NCC Group                               (blank)
---------------------------------------------------------------------------------------------------------------------------------
Heads of Agreement                    Content Technologies Limited            Abathorn Limited                        16/04/1999
---------------------------------------------------------------------------------------------------------------------------------
Lease Agreement                       Content Technologies                    Dell                                    12/08/1999

                                      Content Technologies Inc                Pitney Bowes                            05/01/2001
---------------------------------------------------------------------------------------------------------------------------------
Loan Facility                         Content Technologies Holdings Limited   Integralis Limited                      04/02/1998
---------------------------------------------------------------------------------------------------------------------------------
Microsoft Business Agreement          Baltimore Technologies (UK) Limited     Microsoft Ireland Operations Limited    30/10/2001
---------------------------------------------------------------------------------------------------------------------------------
Microsoft Select Agreement            Baltimore Technologies (UK) Limited     Microsoft Ireland Operations Limited    30/10/2001
---------------------------------------------------------------------------------------------------------------------------------
(blank)                               Content Technologies Limited            Pearl                                   (blank)
---------------------------------------------------------------------------------------------------------------------------------
Independent Contractor Intellectual   Content Technologies Inc                Majerus LLC                             21/10/2001
Property Agreement
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

                                      -127-

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------------
Name of contract                      Baltimore/Content entity                Company name                            Date signed
---------------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                                     <C>                                     <C>
Esweeper licence                      Baltimore Technologies (UK) Limited     Cad-Capture                             10/06/2001

                                                                              nevadatele                              (blank)
---------------------------------------------------------------------------------------------------------------------------------
e-sweeper licence                     Baltimore Technologies (UK) Limited     Bibliottech Limited                     01/05/2001

                                                                              Eclipse Networking Limited              01/08/2001

                                      Content Technologies Limited            ATL Networks Limited                    01/02/2000
                                                                              Comet Technology Limited                01/10/200
                                                                              E-Go Messaging Limited                  01/04/2001
                                                                              Hiway Communications Limited            24/02/2000
                                                                              Internal Systems Limited                01/10/2000
---------------------------------------------------------------------------------------------------------------------------------
Assignment of IPR                     Content Technologies Limited            eREFINERY                               07/08/2000
                                                                              University of East Anglia               (blank)
                                                                              Pearl                                   15/09/1999
---------------------------------------------------------------------------------------------------------------------------------
Proposed contract for a Skin          Content Technologies Limited            University of East Anglia               (blank)
Filtering System
---------------------------------------------------------------------------------------------------------------------------------
Addendum One to Reseller Agreement    Content Technologies Inc                Global Technologies Inc                 (blank)
(draft)
---------------------------------------------------------------------------------------------------------------------------------
Cross-Licence Agreement               Integralis Inc.                         Trend Micro Inc.                        15/01/1998
---------------------------------------------------------------------------------------------------------------------------------
Deed of Novation                      Baltimore Technologies (UK) Limited     NHS Pensions Agency                     11/01/2001
                                                                              SEMA UK Limited                         11/01/2001
---------------------------------------------------------------------------------------------------------------------------------
Demonstration Software Agreement      Integralis Limited                      Security Domain PTY.LTD                 (blank)
---------------------------------------------------------------------------------------------------------------------------------
Electronic Forms Implementation       Content Technologies Limited
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

                                      -128-

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------------
Name of contract                      Baltimore/Content entity                Company name                            Date signed
---------------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                                     <C>                                     <C>
Project
---------------------------------------------------------------------------------------------------------------------------------
Licence Agreement                     Baltimore Technologies (UK) Limited     Austrian Government                     (blank)
                                      Content Technologies                    Baltimore Technologies Limited          22/12/1999
                                      Content Technologies Holdings Limited   Surfcontrol                             05/10/2001
                                      Content Technologies Inc                AG Edwards and Son                      (blank)
                                      Content Technologies Limited            KPMG                                    (blank)
                                      Content Technologies Limited            University of Edinburgh                 (blank)
                                      Integralis Limited                      Combined Insurance Company              06/03/1998
                                      Baltimore Technologies (UK) Limited     Ashland Oil                             (blank)
                                      Baltimore Technologies (UK) Limited     Telewest                                11/10/2001
---------------------------------------------------------------------------------------------------------------------------------
Licence Amendment                     Content Technologies Limited            Cable & Wireless                        30/11/2001
                                      Baltimore Technologies (UK) Limited     KPN Quest                               19/10/2001
                                      Baltimore Technologies (UK) Limited     Telenet                                 (Blank)
---------------------------------------------------------------------------------------------------------------------------------
Licence details                       Content Technologies Inc.               Repository Technologies Inc             31/03/2000
---------------------------------------------------------------------------------------------------------------------------------
Licence, maintenance and support      Content Technologies Inc                Aluminium Company of America            09/11/1998
   agreement
---------------------------------------------------------------------------------------------------------------------------------
Licensed Works Agreement 4998S62105   Content Technologies Inc                International Business Machines Corp.   14/01/1999
---------------------------------------------------------------------------------------------------------------------------------
Master Software Licence Agreement     Baltimore Technologies (UK) Limited     United Health Care Group                28/12/2001
---------------------------------------------------------------------------------------------------------------------------------
Microsoft Licence Agreement           Content Technologies Limited            Microsoft                               22/06/2000
---------------------------------------------------------------------------------------------------------------------------------
Novation Agreement                    Baltimore Technologies (UK) Limited     Hyder Services Limited                  11/01/2001
                                                                              Logica Services Limited                 07/12/2001
---------------------------------------------------------------------------------------------------------------------------------
Schedule 2 to master licence          Baltimore Technologies Inc              Banc One                                15/03/2001
   agreement
---------------------------------------------------------------------------------------------------------------------------------
Schedule to master licence            Baltimore Technologies Inc              Banc One                                27/12/1997
   agreement
---------------------------------------------------------------------------------------------------------------------------------
Software Licence Agreement            Content Technologies Limited            Digitech Projects Limited               17/08/2000
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

                                      -129-

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------------
Name of contract                      Baltimore/Content entity                Company name                            Date signed
---------------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                                     <C>                                     <C>
---------------------------------------------------------------------------------------------------------------------------------
(blank)                               Content Technologies Inc                Fluor Daniels                           29/10/1999
---------------------------------------------------------------------------------------------------------------------------------
Content Support Agreement             Content Technologies Inc                United Health Care Group                28/12/2001
---------------------------------------------------------------------------------------------------------------------------------
Content Technologies Support          Content Technologies Limited            Alliance and Leicester                  (blank)
   Agreement
---------------------------------------------------------------------------------------------------------------------------------
Emergency supplementary support       Content Technologies Inc                Antelope                                16/05/2001
---------------------------------------------------------------------------------------------------------------------------------
External Access Agreement             Content Technologies Inc                United Health Care Group                28/12/2001
---------------------------------------------------------------------------------------------------------------------------------
Integralis Limited Support            Integralis Limited                      Allen & Overy                           13/10/1995
   Agreement                                                                  Bank Paribas                            (blank)
---------------------------------------------------------------------------------------------------------------------------------
Licence, maintenance and support      Content Technologies Inc                Aluminium Company of America            09/11/1998
   Agreement
---------------------------------------------------------------------------------------------------------------------------------
Maintenance Agreement                 Content Technologies Inc                AG Edwards and Son                      02/09/2001
                                                                              Arnett Clinic                           11/07/2000
                                                                              Call Interactive                        (blank)
                                                                              CF Software                             07/07/2000
                                                                              Chief Supply Corp                       07/07/2000
                                                                              General and Cologne Re Services         11/01/2000
                                                                              Illinois Department of Insurance        27/06/2000
                                                                              Industrial Commission of Ohio           10/07/2000
                                                                              Wholesaleportal.com                     07/07/2000
---------------------------------------------------------------------------------------------------------------------------------
Maintenance and Support Agreement     Content Technologies                    Baltimore Technologies Limited          (blank)
                                      Content Technologies Limited            Whitbread Plc                           19/02/1999
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

                                     -130-

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------------
Name of contract                      Baltimore/Content entity                Company name                            Date signed
---------------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                                     <C>                                     <C>
Support Agreement                     Baltimore Technologies (UK) Limited     Austrian Government                     (blank)
                                      Content Technologies Limited            Diageo Plc                              16/09/1999
                                                                              Entopy                                  (blank)
                                                                              KPMG                                    08/02/1999
                                      Integralis Limited                      Enterprising IT                         21/03/1997
                                                                              IBM                                     30/01/1997
                                      Content Technologies Limited            Bank Paribas                            (blank)
---------------------------------------------------------------------------------------------------------------------------------
OEM Software Licence Agreement        Baltimore Technologies Limited          Group Technologies                      (blank)
                                      Integralis Inc                          Systems Research and Applications
                                                                              Corp                                    26/09/1997
                                      Integralis Limited                      Command Software                        19/05/1997
                                      Integralis Limited                      S&S International PLC                   (blank)
---------------------------------------------------------------------------------------------------------------------------------
OEM Software Licence Agreement        Integralis Inc                          Systems Research and Applications
modification 1                                                                Corp                                    27/05/1998
---------------------------------------------------------------------------------------------------------------------------------
OEM Software Licence Agreement        Integralis Inc                          Systems Research and Applications
modification 2                                                                Corp                                    12/06/1998
---------------------------------------------------------------------------------------------------------------------------------
Addendum to OPSEC Alliance            Integralis Limited                      Check Point Software Technologies
Framework Partner Agreement                                                   Limited                                 (blank)
OPSEC Framework Plus Program
---------------------------------------------------------------------------------------------------------------------------------
Amendment 1 to Distributor            Baltimore Technologies Pty Limited      Solomon Technology Corp                 (blank)
Agreement
---------------------------------------------------------------------------------------------------------------------------------
Amendment 1 to Distributor Partner    Content Technologies Inc                Interwork Technologies                  10/02/2000
Program Agreement
---------------------------------------------------------------------------------------------------------------------------------
Authorised Reseller Partner Program   Content Technologies Inc                MC2 Corporation                         22/03/2000
Agreement
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

                                     -131-

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------------
Name of contract                      Baltimore/Content entity                Company name                            Date signed
---------------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                                     <C>                                     <C>
Authorised Reseller Agreement         Baltimore Technologies Pty Limited      Arston Systems Pty Limited              23/02/1999
                                                                              Aspect Computing Pty Limited            15/08/2000
                                                                              Beethoven Computer Services             28/02/2000
                                                                              Chass Computer Consultants (M) Snd
                                                                              Bhd                                     07/10/2001
                                                                              Chass Computer Consultants Pte
                                                                              Limited                                 17/10/2001
                                                                              Imaginet International Inc              20/11/2000
                                                                              Logical Systems WA Pty Limited          30/03/2000
                                                                              Megatec Pty Limited                     18/04/2000
                                                                              Newbase                                 01/12/2000
                                                                              Professional Advantage Pty Limited      05/06/2000
                                                                              Securenet Limited                       18/07/2000
---------------------------------------------------------------------------------------------------------------------------------
Authorised Reseller Software          Baltimore Technologies Pty Limited      Aspect Computing Pty Limited            28/02/2000
Support Agreement                                                             Chass Computer Consultants (M) Snd
                                                                              Bhd                                     14/10/2001
                                                                              Chass Computer Consultants Pte
                                                                              Limited                                 17/10/2001
                                                                              Imaginet International Inc              20/11/2000
                                                                              Logical Systems WA Pty Limited          30/03/2000
                                                                              Megatec Pty Limited                     16/05/2000
                                                                              Professional Advantage Pty Limited      05/06/2000
                                                                              Securenet Limited                       18/07/2000
                                      Content Technologies Limited            Beethoven Computer Services             28/02/2000
---------------------------------------------------------------------------------------------------------------------------------
Authorised Training Agreement         Baltimore Technologies (UK) Limited     Swanholm                                13/12/2001
                                      Content Technologies Limited            Akademie fue Netzwerksicherbeit gmbh    27/12/1999
                                                                              Allasso GMBH                            09/01/2000
                                                                              Data Results BV                         27/12/1999
                                                                              Entropy Limited                         06/01/2000
                                                                              Integralis SARL                         19/01/2000
                                                                              Swanholm Distribution AS                04/01/2000
                                      Content Technologies Limited            Integralis Network Systems Limited      22/02/1999
---------------------------------------------------------------------------------------------------------------------------------
Authorised Reseller Partner           Content Technologies Inc                Glencom Systems Inc                     22/06/2000
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

                                     -132-

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------------
Name of contract                      Baltimore/Content entity                Company name                            Date signed
---------------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                                     <C>                                     <C>
Program Agreement
---------------------------------------------------------------------------------------------------------------------------------
Baltimore Technologies Alliance       Baltimore Technologies Inc              Unisys Corporation                      (blank)
Program Premier Partner
Participation Agreement
---------------------------------------------------------------------------------------------------------------------------------
Baltimore Technologies Master         Baltimore Technologies (UK) Limited     Baltimore Technologies Pty Limited      01/07/2001
Distributor Agreement                                                         Content Technologies (Asia Pacific)
                                                                              Pty Limited                             (blank)
                                      Baltimore Technologies Ltd              MDSS                                    (blank)
---------------------------------------------------------------------------------------------------------------------------------
Content Technologies Authorised       Content Technologies Ltd                Integralis Network Systems Limited      (blank)
Training Agreement
---------------------------------------------------------------------------------------------------------------------------------
Content Technologies Inc.             Content Technologies Inc                4COMM.COM                               19/01/2000
Authorised Reseller Program
Terms and Conditions
---------------------------------------------------------------------------------------------------------------------------------
Distribution Agreement                (blank)                                 Japan office                            (blank)
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

                                     - 133 -

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------
Name of contract                     Baltimore/Content entity              Company name                            Date signed
------------------------------------------------------------------------------------------------------------------------------
<S>                                  <C>                                   <C>                                     <C>
Distribution Agreement for           Baltimore Technologies Limited        SEC Datacom A/S                         01/05/2001
MIMEsweeper                          Content Technologies Limited          Allasso                                 01/12/2000
                                                                           Bristol Group                           19/02/1999
                                                                           Computer Links AG                       27/01/2000
                                                                           Computer Systems Engineering Company    31/05/1999
                                                                           comsol                                  01/11/1999
                                                                           Data Results                            01/11/1998
                                                                           Entropy Limited                         02/03/1999
                                                                           First Defense                           21/09/2000
                                                                           International Computer and Networks     01/06/2000
                                                                           Networks Unlimited                      18/11/1998
                                                                           Protect Data AB                         01/10/1998
                                                                           Risc                                    12/12/1997
                                                                           SafeComms Group                         04/01/2000
                                                                           Softway SARL                            01/11/1998
                                                                           Swanholm Distribution AS                01/09/1999
                                                                           Unipalm                                 28/01/1999
------------------------------------------------------------------------------------------------------------------------------
Distributor Agreement                Baltimore Technologies Limited        Eglobal                                 13/10/1999
                                                                           Solomon Technology                      30/06/2001
                                     Content Technologies Limited          Pinto Basto Electrotecnia e Macquinas   (blank)
                                                                           Qubis doo                               (blank)
                                                                           Renaissance Electronics Limited         (blank)
                                                                           Sapher Servers                          (blank)
                                     Integralis Limited                    Information Systems Design LLC          12/02/1997
------------------------------------------------------------------------------------------------------------------------------
Distributor Partner Program          Content Technologies Inc              Interwork Technologies                  15/02/2000
Agreement
------------------------------------------------------------------------------------------------------------------------------
ISV Partner Program                  Content Technologies                  Baltimore                               22/09/1999
------------------------------------------------------------------------------------------------------------------------------
Java Security Alliance Member        Integralis Technology                 Finjan Limited                          (blank)
Agreement
------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

                                     - 134 -

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------
Name of contract                     Baltimore/Content entity              Company name                            Date signed
------------------------------------------------------------------------------------------------------------------------------
<S>                                  <C>                                   <C>                                     <C>
Agreement
------------------------------------------------------------------------------------------------------------------------------
Merchant Agreement                   Integralis Limited                    Commerce Direct Inc                     01/03/1997
------------------------------------------------------------------------------------------------------------------------------
OPSEC Alliance Framework Partner     Integralis Limited                    Check Point Software Technologies       (blank)
Agreement                                                                  Limited
------------------------------------------------------------------------------------------------------------------------------
Premium Partner Agreement for        Content Technologies Limited          Comcent Point Software Technologies     01/01/2000
MIMEsweeper                                                                Limited
------------------------------------------------------------------------------------------------------------------------------
Referral Agreement                   Baltimore Technologies (UK) Limited   Juan                                    (blank)
------------------------------------------------------------------------------------------------------------------------------
Reseller Agreement                   Baltimore Technologies                Authentica Inc                          23/08/2001
------------------------------------------------------------------------------------------------------------------------------
Reseller Partner Program Agreement   Content Technologies Inc              ADS - Information Products              02/04/2001
                                                                           Alrion Networking Group                 14/02/2000
                                                                           Applied Computer Group inc              21/06/2000
                                                                           Altantec Group                          14/02/2000
                                                                           Bay Data Consultants                    05/10/2000
                                                                           bisg                                    12/06/2000
                                                                           Breakwater Security Associates          22/11/2000
                                                                           Brooks Research LLC                     08/02/2000
                                                                           Capricorn Diversified Systems           29/02/2000
                                                                           CM securenet Inc                        21/09/2000
                                                                           Columbus Computer Services              15/12/1999
                                                                           Commercium Tech                         19/10/1999
                                                                           Cosapi Soft                             (blank)
                                                                           CVSI Inc                                01/09/2000
                                                                           Eastern Data Comm Inc                   03/10/2000
                                                                           Electronic Interfact Assoc              25/10/1999
                                                                           Electronic Systems                      22/05/2000
------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

                                     - 135 -

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------
Name of contract                     Baltimore/Content entity              Company name                            Date signed
------------------------------------------------------------------------------------------------------------------------------
<S>                                  <C>                                   <C>                                     <C>
                                                                           Enterprise Technology                   04/10/1999
                                                                           ERT Group Inc                           31/03/2000
                                                                           Firetower Inc                           03/09/1999
                                                                           Fortrex Technology                      10/09/1999
                                                                           Forward Advantage                       11/08/2001
                                                                           Global Technologies Inc                 26/04/2000
                                                                           Guidesoft Technologia Sistemas          01/10/2000
                                                                           Inetsupport                             27/07/2000
                                                                           Information Products Inc                19/01/2000
                                                                           ISM Inc                                 19/11/1999
                                                                           Issacinc                                09/05/2000
                                                                           James C Shaeffer & Assocs               15/09/1999
                                                                           Johnson Consulting Inc                  09/10/1999
                                                                           Key Resources Inc                       11/01/2000
                                                                           KKL Systems Inc                         21/01/2000
                                                                           Logicorp                                05/09/1999
                                                                           Matrix Holding Group                    25/10/1999
                                                                           Metrotech Partners                      12/12/1999
                                                                           Micros-to-mainframe                     08/09/1999
                                                                           MOBA Inc                                20/09/1999
                                                                           National Business Group                 19/12/2000
                                                                           Nexgen Ltd                              09/09/1999
                                                                           NEXL Inc                                07/09/1999
                                                                           Pacific Infosystems                     15/11/1999
                                                                           Paratech Resources Inc                  24/01/2000
                                                                           Perfect Software Solutions              15/02/2000
                                                                           Performance Enhancement Inc             28/09/1999
                                                                           Ran Ingenieria                          22/09/2000
                                                                           RD Software Services                    18/11/1999
                                                                           Reese Web Inc                           15/09/1999
                                                                           Resoft International LLC                19/01/2000
                                                                           RFD Assoc. Inc                          28/07/2000
------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

                                     - 136 -

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------
Name of contract                     Baltimore/Content entity              Company name                            Date signed
------------------------------------------------------------------------------------------------------------------------------
<S>                                  <C>                                   <C>                                     <C>
                                                                           Sbi                                     18/09/2000
                                                                           Secure Enterprise Computing             09/09/1999
                                                                           Set Solutions Inc                       27/09/1999
                                                                           Sysinct/Ikon Office Solution            07/03/2001
                                                                           Systems Solutions Technologies LLC      02/11/2000
                                                                           The Right Solution Inc                  09/09/1999
                                                                           Triumph Technologies Inc                10/09/1999
                                                                           Turn net Solutions                      11/07/2000
                                                                           Workgroup Technology Partners           23/11/1999
                                                                           Zampati                                 04/10/1999
------------------------------------------------------------------------------------------------------------------------------
Lease Agreement                      Baltimore Technologies plc            API (no. 10)                            21/03/2001
                                     Content Technologies Inc              Touchstone Partners                     12/11/1999
------------------------------------------------------------------------------------------------------------------------------
Lease Extension Agreement            Content Technologies Inc              PCI Corporate Assoc. Inc                09/10/2001
------------------------------------------------------------------------------------------------------------------------------
Office lease agreement               Content Technologies                  Vantas Livonia Inc                      17/12/1999
------------------------------------------------------------------------------------------------------------------------------
Contract for the supply of           Content Technologies Limited          Progressive                             (blank)
technical services
------------------------------------------------------------------------------------------------------------------------------
Heads of Terms                       Baltimore Technologies Pty Limited    Command                                 05/09/2001
                                     Content Technologies Limited          Sophos                                  31/01/2000
                                     Content Technologies Limited          Command                                 05/04/2001
------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

                                      -137-

                                   Schedule 10

                                    Products

--------------------------------------------------------------------------------
Product or Service             Version                 Description
--------------------------------------------------------------------------------
WEBsweeper                               Software used to manage and control the
                                         content of webpages.
--------------------------------------------------------------------------------
MAILsweeper for SMTP                     Software used to manage and
                                         control the content of an
                                         organisation's outgoing and incoming
                                         emails.
--------------------------------------------------------------------------------
PORNsweeper                              A MAILsweeper for SMTP add-on that
                                         identifies and manages inappropriate
                                         images contained in JPEG and MPEG
                                         files.
--------------------------------------------------------------------------------
SECRETsweeper                            A MAILsweeper for SMTP add-on that
                                         allows the content of encrypted
                                         documents to be managed and controlled.
--------------------------------------------------------------------------------
MAILsweeper for Exchange                 Software used to manage and control the
2000                                     content of an organisation's outgoing
                                         and incoming emails where the
                                         organisation uses Exchange 2000
                                         servers.
--------------------------------------------------------------------------------
MAILsweeper for Domino                   Software used to manage and control the
                                         content of emails being transmitted
                                         within an organisation.
--------------------------------------------------------------------------------
e-Sweeper                                A service that allows an end user to
                                         have their email content management
                                         functionality managed and controlled
                                         remotely or by a third party.
--------------------------------------------------------------------------------
Maintenance and Support                  Maintenance and Support of our
                                         software products,
--------------------------------------------------------------------------------
Surfcontrol/WEBsweeper                   A WEBsweeper add-on that allows certain
URL Blocker                              URLs contained in a proprietary
                                         database to be blocked to the user.
--------------------------------------------------------------------------------
MAILsweeper for Exchange                 Software used to manage and control the
                                         content of an organisation's outgoing
                                         and incoming emails where the
                                         organisation uses Exchange servers.
--------------------------------------------------------------------------------
MIMEsweeper for Domino
Web Module
--------------------------------------------------------------------------------
MAILsweeper Archivist for                End of life'd
SMTP
--------------------------------------------------------------------------------
Preserver for Exchange                   End of life'd
--------------------------------------------------------------------------------
Internet Translation Gateway             End of life'd
--------------------------------------------------------------------------------
MIMEsweeper for Notes                    End of life'd
--------------------------------------------------------------------------------

<PAGE>

                                      -138-

--------------------------------------------------------------------------------
Product or Service             Version                 Description
--------------------------------------------------------------------------------
MIMEsweeper for Firewall 1               End of life'd
--------------------------------------------------------------------------------
SPAMsweeper                              Proof of concept only (not released)
--------------------------------------------------------------------------------
Y2K Scenario                             End of life'd
--------------------------------------------------------------------------------
SKINS
--------------------------------------------------------------------------------
FILEsweeper                              Proof of concept only (not released)
--------------------------------------------------------------------------------
Certigram
--------------------------------------------------------------------------------
Certigram Toolkit
--------------------------------------------------------------------------------

and all user manuals and all other material documentation relating to the above
and all previous versions and releases of the above that are currently sold and
supported.

<PAGE>

                                      -139-

                                   Schedule 11

                                  BUK Property

                                     Part A

Country : England and Wales

Lease dated 21 March 2001 of property known as 1310 Waterside, Arlington
Business Park, Theale, Reading RG7 4SA and made between API (No.10) Limited (1)
and the Seller (2) (the "Lease").

                                     Part B

1.   Sections 24-28 Landlord & Tenant Act 1954

     As soon as reasonably practicable following the date of this Agreement the
     Seller shall and the Purchaser shall and if appropriate shall procure that
     Content Technologies Limited shall jointly apply to the Mayor's & City
     Court for an order authorising the exclusion of the provisions of section
     24-28 (inclusive) of the Landlord & Tenant Act 1954 in relation to the BUK
     Underlease (the "Court Order").

2.   Consents

2.1  The Seller shall use all reasonable endeavours to obtain prior to the
     Completion Date and, at its own cost, the Landlord's consent in writing to
     the grant of the BUK Underlease (the "Consent").

2.2  The Purchaser shall and if appropriate shall procure that Content
     Technologies Limited shall:

     (a)  promptly supply to the Seller all such trading accounts, references
          and other information as may be reasonably required by either the
          Seller or the Landlord in connection with the application for the
          Consent;

     (b)  comply with all requirements to which the Landlord is entitled by the
          express or implied terms of the Lease to impose on a prospective
          undertenant (or on any guarantor) as a condition of the Landlord
          granting consent to any underletting;

     (c)  (if so required by the Landlord as a condition of granting the
          Consent) covenant directly with the Landlord to observe and perform
          the covenants and conditions contained in the Lease (save as to
          payment of rent and only insofar as they affect the BUK Underlease
          Property) and to pay the rent under and to observe and perform the
          covenants and conditions contained in the BUK Underlease, such
          covenant to be in the form reasonably required by the Landlord; and

     comply with all other reasonable requirements of the Seller and the
     Landlord in relation to the obtaining of the Consent.

<PAGE>

                                      -140-

2.3  Subject to compliance by the Purchaser with its obligations under clause
     2.2 above the Seller shall:

     (a)  deal promptly and reasonably with any drafts received from the
          Landlord; and

     (b)  comply with all reasonable requirements of the Landlord in relation to
          the obtaining of the Consent; and

     (c)  promptly supply to the Purchaser a copy of the Consent when received.

2.4  Without prejudice to paragraph 2.1 in the event that the Landlord's consent
     to the grant of the BUK Underlease and/or the Court Order has not been
     obtained by Completion the Purchaser and Content Technologies Limited may
     take occupation of the BUK Underlease Property as licensees with the
     benefit of all rights covenants and other conditions contained in the BUK
     Underlease, in which case from the date of and for the period of such
     occupation as licensee the Purchaser shall and shall procure that Content
     Technologies Limited shall comply with the tenant's covenants in the BUK
     Underlease and the tenant's covenants in the Lease (except the covenant to
     pay rent) and insofar as they affect the BUK Underlease Property.

2.5  The taking up of occupation by the Purchaser and Content Technologies
     Limited under paragraph 2.4 shall not create or be deemed to crease any
     tenancy or demise or be deemed to give the Purchaser and Content
     Technologies Limited any interest greater than that of a bare licensee
     prior to actual completion of the BUK Underlease.

2.6  If the Landlord complains that the Seller is in breach of its obligations
     under the Lease in allowing the Purchaser or Content Technologies Limited
     to take up occupation of the BUK Underlease Property prior to completion of
     the BUK Underlease, then the Purchaser and Content Technologies Limited
     shall vacate the BUK Underlease Property within ten working days after
     service of notice by the Seller requiring the Purchaser and Content
     Technologies Limited to vacate the BUK Underlease Property on the grounds
     of such complaint, and the Seller shall reimburse to the Purchaser and
     Content Technologies Limited any rent paid in accordance with paragraph 2.4
     by the Purchaser and Content Technologies Limited in advance for the period
     after the Purchaser and Content Technologies Limited has vacated the BUK
     Underlease Property.

2.7  The Purchaser's and Content Technologies Limited's licence to occupy the
     BUK Underlease Property shall automatically expire six months less one day
     after the date on which the Purchaser and Content Technologies Limited are
     first allowed into occupation as aforesaid, at which time the Purchaser and
     Content Technologies Limited shall immediately vacate the BUK Underlease
     Property if for any reason the BUK Underlease has not by that time been
     granted.

3.   Completion

<PAGE>

                                      -141-

3.1  The BUK Underlease is to be completed at Completion unless the Court Order
     or the Consent to the grant of the BUK Underlease has not been obtained in
     which case the date for completion of the BUK Underlease is to be postponed
     until five working days after the Seller gives written notice to the
     Purchaser and Content Technologies Limited that the Consent or the Court
     Order (as appropriate) has been obtained.

3.2  The Seller is to engross the BUK Underlease and a counterpart of it and it
     is to send the counterpart to the Purchaser at least five working days
     before the completion date referred to in paragraph 3.1.

3.3  The Seller is to execute the BUK Underlease and to deliver it to the
     Purchaser on completion of it, and the Purchaser and if appropriate Content
     Technologies Limited is to execute the counterpart of it and deliver it to
     the Seller on Completion.

<PAGE>

                                      -142-

                                   Schedule 12

                                    Employees
<TABLE>
<CAPTION>
Name                      Name                Name                    Name
--------------------------------------------------------------------------------------------
<S>                       <C>                 <C>                     <C>
Abery, Gillian            Ferguson, Robert    McRonald, Alistair      Thomassen, Gary
--------------------------------------------------------------------------------------------
Alpe (2), Heidi           Finlay, Clive       Middlebrook, Emma       Thorne, Gavin
--------------------------------------------------------------------------------------------
Angell, Mark              Gascoigne, Jill     Mills, Craig            Treadwell, Anthony
--------------------------------------------------------------------------------------------
Atkins, Jason             Gordon, James       Morris, Richard         Trussler, Susan
--------------------------------------------------------------------------------------------
Backwell, Hilary          Gough, Karen        Mukhuti, Matthew        Tuck, Richard
--------------------------------------------------------------------------------------------
Barrett, Christopher      Grashion, Anton     Nelson, Amanda          Tyler, James
--------------------------------------------------------------------------------------------
Beetz, Andrew             Gudgeon, Jay        Nowacki, Leo            Uden, Philip
--------------------------------------------------------------------------------------------
Bellingham, Christopher   Harris, Andrew      O'Hanlon, Stephen       Watson, Timothy (Mime)
--------------------------------------------------------------------------------------------
Belshaw, Philip           Harris, Stuart      Orford, Richard         White, Malcolm
--------------------------------------------------------------------------------------------
Benjes, Dietrich          Hockey, Alyn        Panasar, Jatinder       Williams, Benjamin
--------------------------------------------------------------------------------------------
Berlin, Gregory           Holland, Geoffery   Phillips, Mary          Witts, Gary
--------------------------------------------------------------------------------------------
Blanchard, Karen          Hopwood, David      Potter, Jill            Wood, Roy
--------------------------------------------------------------------------------------------
Bosson, Alison            Howard, Gillian     Povey, Mary             Wood, Susan
--------------------------------------------------------------------------------------------
Bowley, David             Howe, Peter         Power, Kevin            Wyatt, Jason
--------------------------------------------------------------------------------------------
Brooks, Kylie             Hughes, Michael     Prosser, Alison         York, David
--------------------------------------------------------------------------------------------
Burgess, Paul             Hurley, Susan       Rampton, Nigel
--------------------------------------------------------------------------------------------
Caborn, Stuart            Ingram, Martin      Randall, Mark
--------------------------------------------------------------------------------------------
Carter, Simon             Irving (2), Steve   Reynolds, Christopher
--------------------------------------------------------------------------------------------
Clibbon, Kelvin           Jones, Matthew      Roberts, Penelope
--------------------------------------------------------------------------------------------
Conway, Mark              Kelly, Robert       Robins, David
--------------------------------------------------------------------------------------------
Cook, Rose                Kennedy, Edward     Robson, Stephen
--------------------------------------------------------------------------------------------
Cotton, Rodney            King, Simon         Romney (2), Donna
--------------------------------------------------------------------------------------------
Cox, Lisa                 King, Steven        Rowden, Philip
--------------------------------------------------------------------------------------------
Creteur, Erwan            Klyne, Graham       Scott, Lucy
--------------------------------------------------------------------------------------------
Culham, Anthony           Lee, Jonathan       Seller, Martin
--------------------------------------------------------------------------------------------
Cuthbert (2), Simon       Leese, John         Simms, Paul
--------------------------------------------------------------------------------------------
Davis, Melanie            Lewis, Robin        Simpson, Peter
--------------------------------------------------------------------------------------------
Deaner (2), Sue           Littleton, Sarah    Singh, Mohinder
--------------------------------------------------------------------------------------------
Dellar, Richard           Loines, Steven      Smiles, David
--------------------------------------------------------------------------------------------
Denn, Steven              Loveridge, Edward   Smyth Anthony
--------------------------------------------------------------------------------------------
Doukhota, Vitali          Maciw, Mark         Steed, Matthew
--------------------------------------------------------------------------------------------
Duly, Louise              Maddison, Suzanne   Stow, Lesley
--------------------------------------------------------------------------------------------
Earl, Mark                Maidment, Robin     Tapper, Lizanne
--------------------------------------------------------------------------------------------
Elrington, Anthony        McCarthy, Elaine    Taylor, Derek
--------------------------------------------------------------------------------------------
Everest, Richard          McDermott, Marc     Thomas, Grant
--------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

                                      -143-

                                   Schedule 13

                                  BTA Agreement

This Agreement is made       day of                  2002
                      ------       -----------------

Between

(1)  Baltimore Technologies (Australasia) Pty Ltd (a company incorporated in
     Australia) whose registered office is at [              ] ("BTA"); and
                                               --------------

(2)  Content Technologies (Asia/Pacific) Pty Ltd (a company incorporated in
     Australia) whose registered office is at Level 4, Building C, 33 Saunders
     Street, Pyrmont, New South Wales, Australia ("CTAP").

Whereas

(A)  BTA has entered into certain contracts the details of which are set out in
     Schedule 1 (the "Contracts").

(B)  BTA wishes to assign the benefit of such Contracts and all rights relating
     thereto.

Now it is Agreed as follows:

1.   Contracts

1.1  In consideration of AUS$1 paid by CTAP to BTA (the receipt of which is
     hereby acknowledged) BTA hereby assigns to CTAP all of its rights,
     benefits, obligations and interest under the Contracts to CTAP.

1.2  If any consent of any third party is required before the benefit of any of
     the Contract can be assigned by BTA to CTAP pursuant to clause 1.1 then:

     (a)  this agreement shall not constitute an assignment or attempted
          assignment of such contract but BTA shall hold the benefit of the same
          on trust for CTAP absolutely and CTAP shall as BTA's sub contractor
          perform at its cost, all obligations of BTA in relation to such Asset;

     (b)  BTA shall do all such other acts and things as CTAP may reasonably
          request to provide CTAP with the benefit of such contract and to
          enforce such contracts against any counterparty.

2.   Further Assurances

2.1  At all times after the date of this Agreement, BTA shall (at its own cost)
     on being required to do so by CTAP, execute or, so far as each is able,
     procure that any necessary third party shall execute such documents and/or
     do or, so far as each is able, procure the doing of such acts

<PAGE>

                                      -144-

     and things as the party concerned may reasonably require for the purpose of
     giving to CTAP the full benefit of the Contracts.

3.   Governing Law

3.1  This Agreement is governed by and shall be construed in accordance with the
     law of New South Wales.

3.2  If any party has a claim against another party arising out of or in
     connection with this Agreement such claim shall be referred to the Courts
     of New South Wales, to the jurisdiction of which each of the parties to
     this Agreement irrevocably submits.

In Witness whereof this Agreement has been entered into as a Deed on the date
above written.

Executed and delivered as a Deed by Baltimore   )
Technologies (Australasia) Pty Ltd              )

Executed and delivered as a Deed by Content     )
Technologies (Asia/Pacific) Pty  Ltd            )

                                   Schedule 1

1.   Company Name

     Chass Computer Consultants (M) Snd Bhd

     Contract

     Authorised Reseller Agreement

     Location

     Malaysia

     Date Signed

     07/10/2001

     Description

     Agreement for the resale of Content's products in Malaysia

2.   Company Name

     Chass Computer Consultants (M) Snd Bhd

     Contract

     Authorised Reseller Software Support Agreement

<PAGE>

                                      -145-

     Location

     Malaysia

     Date Signed

     14/10/2001

     Description

     Agreement for the provision of support products sold via partner

3.   Company Name

     Chass Computer Consultants Pte Ltd

     Contract

     Authorised Reseller Agreement

     Location

     Singapore

     Date Signed

     17/10/2001

     Description

     Agreement for the resale of Content's products in Singapore

4.   Company Name

     Chass Computer Consultants Pte Ltd

     Contract

     Authorised Reseller Agreement

     Location

     Singapore

     Date Signed

     17/10/2001

     Description

     Agreement for the provision of support products sold via partner

<PAGE>

                                      -146-

                                   Schedule 14

                                 Excluded Assets

All:

     (a)  cash in hand or bank;

     (b)  the repayment of Tax due in respect of the carry back of losses
          arising in the accounting period of Content Technologies Limited ended
          31 October 2000 against profits arising in the accounting period ended
          31 October 1999 of Content Technologies Limited (the "Repayment");

     (c)  the benefit of any insurance or insurance claim attributable to any
          event occurring before the close of business on the Completion Date
          which does not relate to the Assets or to the liabilities to be
          assumed by the Purchaser under this Agreement;

     (d)  the right (which is expressly reserved to the Seller and its assigns)
          to use the name "Baltimore".

<PAGE>

                                     -147-

                                  Schedule 15

                                Deed of Covenant

                            Form of deed of covenant

This Deed of Covenant is made the            day of            2002
                                 -----------        ----------
Between:

(1)  Baltimore Technologies plc a company incorporated in England and Wales
     (registered number 2643615) whose registered office is at 1310 Waterside,
     Arlington Business Bark, Theale, Berkshire RG7 4SA (the "Covenantor");

(2)  Content Technologies Holdings Limited a company incorporated in England and
     Wales (registered number 3498084) whose registered office is at 1310
     Waterside, Arlington Business Bark, Theale, Berkshire RG7 4SA (the
     "Company");

(3)  The Companies whose names and addresses are set out in Schedule II
     (individually a "Subsidiary Undertaking" and collectively the "Subsidiary
     Undertakings"); and

(4)  Clearswift Limited a company registered in England and Wales (registered
     number 1607372), whose registered office is at Bessemar House, Bessemar
     Road, Welwyn Garden City, Hertfordshire AL7 1HH (the "Purchaser").

Whereas:

Pursuant to the provisions of an Agreement dated today between the Covenantor
and the Purchaser, (the "Master Agreement") the Purchaser has agreed to acquire
the entire issued share capital of the Company and the Assets and Business (as
defined in the Master Agreement) and the Covenantor (on its own behalf and on
behalf of each member of the Seller's Group) has agreed to enter into this Deed.

Operative terms:

1.   Interpretation

1.1  In this Deed unless the context or subject matter otherwise requires,
     expressions defined in the Master Agreement shall have the same meanings
     and in addition the following expressions shall have the following
     meanings:

     "Approved Agreements" means any reseller agreement pursuant to which the
     Covenantor and/or members of the Sellers Group have been appointed to
     resell goods, in substantially the same form as they were when purchased,
     to other authorised resellers, users or customers.

<PAGE>

                                     -148-

     "Business" means the business of developing (either generally or on a
     bespoke basis), selling (either directly or through distribution
     relationships) and maintaining software and services (technical, consulting
     and training) that principally provide policy-based secure content
     management as carried on by BUK as at the Completion Date and which is
     currently known as the Content Security Group or alternatively as Content
     Technologies or alternatively as the MIMEsweeper Division;

     "Restricted Territory" means the area comprising the United Kingdom, United
     States of America, Japan, Australia, Germany, France, Denmark, the
     Netherlands, Norway, Canada, Italy, Spain, Belgium, Sweden, Finland, Hong
     Kong, Singapore and Taiwan and all other countries in the world; and

     "Restricted Period" in a period of twenty months from the Completion Date.

1.2  The provisions of clauses 1.2 to 1.4 (inclusive) of the Master Agreement
     shall apply in this Deed (with the necessary modifications) as if repeated
     in this Deed and set out in full herein.

2.   Covenants

2.1  Subject to clause 2.2, the Covenantor hereby undertakes to the Company, the
     Purchaser and each of the Subsidiary Undertakings that it will not, and
     that no member of the Seller's Group shall, either alone or jointly with
     others, whether as principal, agent, manager, shareholder, independent
     contractor or in any other capacity, directly or indirectly through any
     other person, for his own benefit or that of others:

     (a)  at any time during the Restricted Period engage in or carry on or be
          concerned or interested in any Restricted Business within the
          Restricted Area in competition with the Company and/or any of the
          Subsidiary Undertakings (other than as a holder for investment of no
          more than 5 per cent of any class of shares or securities dealt in on
          a recognised stock exchange); or

     (b)  at any time during the Restricted Period canvass or solicit or accept
          orders for the supply of any goods or services substantially similar
          to or otherwise competing with those supplied in the normal course of
          the Restricted Business from any person who has been a customer of the
          Company and/or any of the Subsidiary Undertakings or BUK (in relation
          to the Business only) during the 12 months preceding the Completion
          Date, or induce or seek to induce any such person to cease being a
          customer of the Company and/or any of the Subsidiary Undertakings; or

     (c)  at any time during the Restricted Period do anything knowingly to
          assist any competitor of the Company and/or any of the Subsidiary
          Undertakings in any material way in carrying on or developing any
          Restricted Business in the Restricted Area; or

<PAGE>

                                     -149-

     (d)  at any time after Completion solicit or entice away or knowingly
          encourage any employee of the Company earning in excess of
          (pound)50,000 and/or any of the Subsidiary Undertakings (an
          "Employee") to leave the employment of the Company and/or any of the
          Subsidiary Undertakings (as the case may be), whether or not such
          Employee would by reason of so leaving commit a breach of his contract
          of employment; or

     (e)  at any time after Completion use the name "Content Technologies
          Holdings Limited" or any name which in the reasonable opinion of the
          Purchaser is capable of confusion therewith, whether by using such
          name as part of a corporate name, trade or business name or otherwise;
          or

     (f)  at any time after Completion represent itself or permit itself to be
          held out as being in any way connected with or interested in the
          business of the Company and/or any of the Subsidiary Undertakings.

2.2  Notwithstanding the covenants set out in clause 2.1, the Purchaser, the
     Company and each of the Subsidiary Undertakings hereby acknowledge that the
     Covenantor and members of the Seller's Group in pursuit of their respective
     businesses may enter into the Approved Agreements which would cause them to
     be in breach of the covenants contained in clauses 2.1 (a), (b) and (c). In
     the case of the Approved Agreements, the Purchaser, Company and each
     Subsidiary Undertaking hereby agrees that the entering into and performance
     by the Covenantor and members of the Sellers Group of the Approved
     Agreements does not constitute a breach of this Deed or of the covenants
     contained in clause 2.1(a), (b) and (c).

2.3  Each of the covenants contained in clause 2.1 is entirely separate and
     severable and enforceable accordingly. Each of such covenants is considered
     fair and reasonable in all the circumstances by the parties but in the
     event that any such restriction shall be found to be void or ineffective
     but would be valid and effective if some part thereof were deleted or the
     duration or area of application reduced such restriction shall apply with
     such modification as may be necessary to make it valid and effective.

3.   Assignment

     The benefit of any of the covenants contained in clause 2 shall be
     assignable in whole or in part by the Purchaser to any transferee of all or
     any of the Shares or all or any of the shares in the capital of any
     Subsidiary Undertaking.

4.   General Provisions

     The following provisions of the Master Agreement shall apply to this Deed
     as if the same had been set out herein in full save that references therein
     to the Seller, its address and the

<PAGE>
                                     -150-

     Agreement respectively shall be construed as references to the Covenantor,
     its address specified in this Deed and this Deed:

     (a) clause 26     Notices

     (b) clause 27     Severability

     (c) clause 28     Variation

     (d) clause 29.2   Waiver and

     (e) clause 30     Governing law.

In Witness whereof this Deed has been entered into the day and year first before
written.

EXECUTED as a deed by

Baltimore Technologies plc

acting by


                                    --------------------------------------------
                                    Director


                                    --------------------------------------------
                                    Director/Secretary

EXECUTED as a deed by

Clearswift Limited

acting by


                                    --------------------------------------------
                                    Director


                                    --------------------------------------------
                                    Director/Secretary

<PAGE>

                                     -151-

                                  Schedule 16

                 Assignment of BUK Intellectual Property Rights

                      Assignment of Intellectual Property

This assignment is made                                                     2002
                        ---------------------------------------------------
Between:

(1)  Baltimore Technologies (UK) Limited (Company number 1467493) whose
     registered office is at 1310 Waterside, Arlington Business Park, Theale,
     Reading, RG7 4SA (the "Assignor"); and

(2)  Clearswift Limited, a company registered in England and Wales (registered
     number 1607372), whose registered office is at Bessemar House, Bessemar
     Road, Welwyn Garden City, Hertfordshire AL7 1HH (the "Purchaser").

Recitals:

By virtue of an agreement dated 30 March 2001 between Content Technologies
Limited and the Assignor, the Assignor became entitled to certain interests in
the Intellectual Property Rights (defined below) and now, pursuant to a Master
Sale and Purchase Agreement dated (the "Master Agreement") the Assignor wishes
to assign to the Assignee all its right, title and interest in and to the
Intellectual Property Rights on the following terms.

Operative Terms

1.   Definitions

     In this Assignment:

1.1  Except where the context otherwise requires, the following words and
     expressions shall have the following meanings:

     "Business" shall have the meaning given in the Master Agreement;

     "Intellectual Property" means patents (including supplementary protection
     certificates and utility models), trade marks, service marks, domain names,
     registered designs, utility models, design rights, topography rights,
     rights in databases, copyrights, inventions, trade secrets, and other
     confidential information, know-how, business or trade names, get-up, and
     all other intellectual property and neighbouring rights and rights of a
     similar or corresponding character in any part of the world (whether or not
     the same are registered or capable of registration) and all applications
     and rights to apply for or for the protection of any of the foregoing;

     "Intellectual Property Rights" means:

<PAGE>

                                     -152-

     (a)  the Intellectual Property in the Products to the extent that such
          Intellectual Property is owned (in whole or in part) by the Assignor;
          and

     (b)  the Intellectual Property which or the subject matter of which is
          owned and used or intended to be used by the Assignor wholly in the
          carrying on of the Business or as to which the Assignor otherwise has
          any rights resulting from the carrying on of the Business including
          but not limited to the Intellectual Property set out in the Appendix
          hereto.

     "Products" means the products listed in Schedule 1 including any updates,
     developments, new releases and other modifications or additions existing in
     relation thereto at the date of this Assignment;

1.2  The singular includes the plural and vice versa.

2.   Assignment

2.1  In consideration for the consideration set out in Schedule 3 of the Master
     Agreement the Assignor hereby assigns all the Assignor's right title and
     interest in and to the Intellectual Property Rights for the full terms
     thereof including any extensions or renewals and including, without
     limitation:

     (a)  the right to sue for damages and other remedies in respect of any
          infringement of the Intellectual Property Rights which may have
          occurred prior to the date of this Assignment;

     (b)  all rights of priority (or to claim priority) attaching to the
          Intellectual Property Rights; and

     (c)  in relation to any registered or unregistered trade marks and any
          trade mark applications included in the Intellectual Property Rights,
          all common law rights and goodwill associated with them,

     to the Assignee to hold absolutely.

3.   Further Assurance

3.1  The Assignor shall at the request (made at any time) and expense of the
     Assignee do all acts and execute and swear all documents that are
     reasonably necessary or desirable to vest absolute legal and beneficial
     ownership of the Intellectual Property Rights in the Assignee (or the
     Assignee's nominee), to perfect the Assignee's or the Assignee's nominee's
     title to the Intellectual Property Rights anywhere in the world and to
     procure the registration of the Assignee (or the Assignee's nominee) as the
     registered proprietor of any registered Intellectual Property Rights
     (including, without limitation, of any domain names).

<PAGE>

                                     -153-

4.   Governing Law

4.1  This Assignment and the jurisdiction clause contained in it shall be
     governed by, construed and take effect in accordance with English law.

4.2  It is agreed that the Courts of England shall have exclusive jurisdiction
     to settle any claim dispute or matter of difference which may arise out of
     or in connection with this assignment (including without limitation claims
     for set-off or counterclaim) and the legal relationships established by
     this Assignment.

5.   Contracts (rights of third parties) act 1999

5.1  No person may enforce any term of this Assignment by virtue of the
     Contracts (Rights of Third Parties) Act 1999.

<PAGE>

                                     -154-

                                   Schedule 1

                                  The Products

--------------------------------------------------------------------------------
    Product or Service       Version                  Description
--------------------------------------------------------------------------------
WEBsweeper                             Software used to manage and control the
                                       content of webpages.
--------------------------------------------------------------------------------
MAILsweeper for SMTP                   Software used to manage and control the
                                       content of an organisation's outgoing
                                       and incoming emails.
--------------------------------------------------------------------------------
PORNsweeper                            A MAILsweeper for SMTP add-on that
                                       identifies and manages inappropriate
                                       images contained in JPEG and MPEG files.
--------------------------------------------------------------------------------
SECRETsweeper                          A MAILsweeper for SMTP add-on that
                                       allows the content of encrypted
                                       documents to be managed and controlled.
--------------------------------------------------------------------------------
MAILsweeper for Exchange               Software used to manage and control the
2000                                   content of an organisation's outgoing
                                       and incoming emails where the
                                       organisation uses Exchange 2000 servers.
--------------------------------------------------------------------------------
MAILsweeper for Domino                 Software used to manage and control the
                                       content of emails being transmitted
                                       within an organisation.
--------------------------------------------------------------------------------
e-Sweeper                              A service that allows an end user to
                                       have their email content management
                                       functionality managed and controlled
                                       remotely or by a third party.
--------------------------------------------------------------------------------
Maintenance and Support                Maintenance and Support of our software
                                       products,
--------------------------------------------------------------------------------
Surfcontrol/WEBsweeper                 A WEBsweeper add-on that allows certain
URL Blocker                            URLs contained in a proprietary database
                                       to be blocked to the user.
--------------------------------------------------------------------------------
MAILsweeper for Exchange               Software used to manage and control the
                                       content of an organisation's outgoing
                                       and incoming emails where the
                                       organisation uses Exchange servers.
--------------------------------------------------------------------------------
MIMEsweeper for Domino
Web Module
--------------------------------------------------------------------------------
MAILsweeper Archivist                  End of life'd
for SMTP
--------------------------------------------------------------------------------
Preserver for Exchange                 End of life'd
--------------------------------------------------------------------------------
Internet Translation                   End of life'd
Gateway
--------------------------------------------------------------------------------
MIMEsweeper for Notes                  End of life'd
--------------------------------------------------------------------------------

<PAGE>

                                      -155-

--------------------------------------------------------------------------------
    Product or Service       Version                  Description
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
MIMEsweeper for Firewall 1             End of life'd
--------------------------------------------------------------------------------
SPAMsweeper                            Proof of concept only (not released)
--------------------------------------------------------------------------------
Y2K Scenario                           End of life'd
--------------------------------------------------------------------------------
SKINS
--------------------------------------------------------------------------------
FILEsweeper                            Proof of concept only (not released)
--------------------------------------------------------------------------------
Certigram
--------------------------------------------------------------------------------
Certigram Toolkit
--------------------------------------------------------------------------------

and all user manuals and all other material documentation relating to the above
and all previous versions and releases of the above that are currently sold and
supported.

<PAGE>

                                     -156-

                                    Appendix

6.   Registered Trade Marks

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------
                        Registration
Mark                    Number         Territory                   Class(es)   Comments
----------------------------------------------------------------------------------------------------------
<S>                     <C>            <C>                             <C>     <C>
CERTIGRAM               2232331        UK                               9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
CERTIGRAM               4496780        Japan                            9
----------------------------------------------------------------------------------------------------------
CERTIGRAM               44663144       Japan                           41
                                                                       42
----------------------------------------------------------------------------------------------------------
CERTIGRAM               757049         Madrid International/(1)/        9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
CERTIGRAM               835235         Australia                        9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
CONTENT TECHNOLOGIES    870915         Community Mark                   9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
e-SWEEPER               835228         Australia                        9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
e-SWEEPER               755829         Madrid International/(1)/        9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
FILESWEEPER             4435994        Japan                            9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
FILESWEEPER             835229         Australia                        9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
HOMESWEEPER             1612266        Community Mark                   9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
MAILSWEEPER             835231         Australia                        9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
MAILSWEEPER             641068         Community Mark                   9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
MAILSWEEPER             4392465        Japan                            9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
MAILSWEEPER             2301305        United States                    9
                                                                       42
----------------------------------------------------------------------------------------------------------
MIMESWEEPER             2232335        UK                               9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

                                     -157-

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------
                        Registration
Mark                    Number         Territory                   Class(es)   Comments
----------------------------------------------------------------------------------------------------------
<S>                     <C>            <C>                             <C>     <C>
MIMESWEEPER             316109         Community Mark                   9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
MIMESWEEPER             2212221        US                               9
                                                                       42
----------------------------------------------------------------------------------------------------------
MIMESWEEPER             835274         Australia                        9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
MIMESWEEPER             739414         Norway                           9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
NEWSWEEPER              897298         Community Mark                   9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
NEWSWEEPER              2232333        UK                               9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
NEWSWEEPER              739407         Madrid International/(1)/        9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
NEWSWEEPER              835232         Australia                        9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
NEWSWEEPER              2392808        US                               9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
NEWSWEEPER              739407         Norway                           9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
PORNSWEEPER             835233         Australia                        9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
RADAR & LOGO            1665157        Community Mark                   9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
RADAR Logo              835236         Australia                        9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
SECRETSWEEPER           23292809       US                               9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
SECRETSWEEPER           893420         Community Mark                   9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
SECRETSWEEPER           835234         Australia                        9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
SECRETSWEEPER           2232326        UK                               9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

                                     -158-

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------
                        Registration
Mark                    Number         Territory                   Class(es)   Comments
----------------------------------------------------------------------------------------------------------
<S>                     <C>            <C>                             <C>     <C>
SECRETSWEEPER           739542         Norway                           9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
SERVERSWEEPER           835226         Australia                        9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
STATIONSWEEPER          1206671        Community Mark                   9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
TODAY'S DATA IS         762111         Madrid International/(2)/        9
   TOMORROW'S                                                          42
   KNOWLEDGE
----------------------------------------------------------------------------------------------------------
WEBSWEEPER              4343211        Japan                            9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
WEBSWEEPER              2413370        US                               9
                                                                       42
----------------------------------------------------------------------------------------------------------
WEBSWEEPER              2232323        UK                               9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
WEBSWEEPER              835227         Australia                        9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
WEBSWEEPER              495911         Community Mark                   9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
WEBSWEEPER              755830         Madrid International/(1)/        9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
</TABLE>

*    note this is the date on which the Company will have to produce an
     Affidavit showing evidence of use of the mark.

Trade Mark Applications

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------
                        Application
Mark                    Number         Territory                   Class(es)   Comments
----------------------------------------------------------------------------------------------------------
<S>                     <C>            <C>                             <C>     <C>
CERTIGRAM               1131010        Community Mark                   9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
CERTIGRAM               75/813210      United States                    9      Abandoned
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
CONTENT & LOGO          835224         Australia                        9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
CONTENT and Logo        2000-95027     Japan                            9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

                                     -159-

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------
                        Application
Mark                    Number         Territory                   Class(es)   Comments
----------------------------------------------------------------------------------------------------------
<S>                     <C>            <C>                             <C>     <C>
CONTENT TECHNOLOGIES    2000-95033     Japan                           41
   & Logo
----------------------------------------------------------------------------------------------------------
CONTENT TECHNOLOGIES    75/491668      US                               9      Either abandoned or refused
----------------------------------------------------------------------------------------------------------
e-SWEEPER               1629187        Community Mark                  41
----------------------------------------------------------------------------------------------------------
e-SWEEPER               2232332        UK                               9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
e-SWEEPER               76/141419      USA                              9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
e-SWEEPER               2000-112207    Japan                            9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
FILESWEEPER             1206697        Community Mark                   9      Refused
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
FILESWEEPER             2232322        UK                               9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
FILESWEEPER             75/845579      United States                    9      Abandoned
                        (originally                                    41
                        75/845579)                                     42
----------------------------------------------------------------------------------------------------------
HOMESWEEPER             2000-112207    Japan                            9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
HOMESWEEPER             76/141864      USA                              9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
HOMESWEEPER             835230         Australia                        9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
MAILPRESERVER           2245303        UK                               9
                                                                       42
----------------------------------------------------------------------------------------------------------
MAILPRESERVER           868774         Australia                        9
                                                                       42
----------------------------------------------------------------------------------------------------------
MAILPRESERVER           2117919        Community Mark                   9
                                                                       42
----------------------------------------------------------------------------------------------------------
MAILPRESERVER           [762109]       Madrid International/(2)/        9
                                                                       42
----------------------------------------------------------------------------------------------------------
MAILPRESERVER           633810         New Zealand                      9
----------------------------------------------------------------------------------------------------------
MAILPRESERVER           633811         New Zealand                     42
----------------------------------------------------------------------------------------------------------
MAILPRESERVER           76/222763      US                               9
                                                                       42
----------------------------------------------------------------------------------------------------------
MAILSWEEPER             2232336        UK                               9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
MAILSWEEPER             737990         Madrid International/(1)/        9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
MAILSWEEPER             1612274        Community Mark                   9      Withdrawn
----------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

                                     -160-

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------
                        Application
Mark                    Number         Territory                   Class(es)   Comments
----------------------------------------------------------------------------------------------------------
<S>                     <C>            <C>                             <C>     <C>
Archivist for SMTP                                                     41
                                                                       42
----------------------------------------------------------------------------------------------------------
MIMESWEEPER             4433108        Japan                            9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
MIMESWEEPER             739414         Madrid International/(1)/        9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
NEWSWEEPER              4446770        Japan                            9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
PORNSWEEPER             2232330        UK                               9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
PORNSWEEPER             76/142190      USA                              9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
PORNSWEEPER             1612316        Community Mark                   9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
PORNSWEEPER             2000-112208    Japan                            9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
RADAR Logo              76/142204      USA                              9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
RADAR Logo              2000-112210    Japan                            9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
SECRETSWEEPER           4439196        Japan                            9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
SECRETSWEEPER           739542         Madrid International/(1)/        9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
SERVERSWEEPER           76/76/141259   USA                              9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
SERVERSWEEPER           2000-112211    Japan                            9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
SERVER SWEEPER          1612282        Community Mark                   9
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
SPAM SWEEPER            11-43042       Japan                            9      Refused
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
SPAM SWEEPER            75/705916      US                               9      Abandoned
                                                                       41
                                                                       42
----------------------------------------------------------------------------------------------------------
TODAY'S DATA IS         868771         Australia                        9
   TOMORROW'S                                                          42
----------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

                                     -161-

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------
                        Application
Mark                    Number         Territory                   Class(es)   Comments
----------------------------------------------------------------------------------------------------------
<S>                     <C>            <C>                             <C>     <C>
   KNOWLEDGE
----------------------------------------------------------------------------------------------------------
TODAY'S DATA IS         2117711        Community Mark                   9
   TOMORROW'S                                                          42
   KNOWLEDGE
----------------------------------------------------------------------------------------------------------
TODAY'S DATA IS         633812         New Zealand                      9
   TOMORROW'S
   KNOWLEDGE
----------------------------------------------------------------------------------------------------------
TODAY'S DATA IS         633813         New Zealand                     42
   TOMORROW'S
   KNOWLEDGE
----------------------------------------------------------------------------------------------------------
TODAY'S INFORMATION     2245308        UK                               9
   IS TOMORROW'S                                                       42
   KNOWLEDGE/ TODAY'S
   DATA IS TOMORROW'S
   KNOWLEDGE
----------------------------------------------------------------------------------------------------------
TODAY'S INFORMATION     868770         Australia                        9
   IS TOMORROW'S                                                       42
   KNOWLEDGE
----------------------------------------------------------------------------------------------------------
TODAY'S INFORMATION     2118297        Community Mark                   9
   IS TOMORROW'S                                                       42
   KNOWLEDGE
----------------------------------------------------------------------------------------------------------
TODAY'S INFORMATION     [762110]       Madrid International/(2)/        9
   IS TOMORROW'S                                                       42
   KNOWLEDGE
----------------------------------------------------------------------------------------------------------
TODAY'S DATA IS         633814         New Zealand                      9
   TOMORROW'S
   KNOWLEDGE
----------------------------------------------------------------------------------------------------------
TODAY'S DATA IS         633815         New Zealand                     42
   TOMORROW'S
   KNOWLEDGE
----------------------------------------------------------------------------------------------------------
TODAY'S DATA IS         76/333619      US                               9
   TOMORROW'S                                                          42
   KNOWLEDGE
----------------------------------------------------------------------------------------------------------
TODAY'S INFORMATION     76/222486      US                               9
   IS TOMORROW'S                                                       42
   KNOWLEDGE
----------------------------------------------------------------------------------------------------------
</TABLE>

/(1)/ Denotes International Registration designated in the United Kingdom (base
      registration), Switzerland, China, Czech Republic, Estonia, Hungary,
      Lithuania, Norway, Poland, Russia, Slovakia.

/(2)/ Denotes International Registrations designated in the United Kingdom (base
      registration), Switzerland, Japan, Norway

<PAGE>

                                     -162-

IN WITNESS of which this Agreement has been executed and delivered as a deed on
the date written above. This document shall be treated as having been executed
and delivered as a deed only upon being dated.

Executed and delivered as a deed

by the Assignor acting by          )

                                   )


--------------------------------   )
Director                           )

                                   )


--------------------------------   )
Director/Secretary                 )


Executed and delivered as a deed

by the Assignee acting by          )

                                   )
--------------------------------   )
Director                           )

                                   )
--------------------------------   )
Director/Secretary                 )

<PAGE>

                                      -163-

                                   Schedule 17

                              Transitional Services

1.   Provision of services

     Immediately with effect from Completion and subject to paragraph 5 the
     Seller shall provide or procure the provision of transitional services (as
     are more fully set out in paragraph 3) and IT and business separation
     services (as are more fully set out in paragraphs 10 and 11) to the
     Purchaser and the Group. The Seller shall not be obliged to provide any
     services to the extent that it is not legally permitted to do so.

2.   TSA

     Commencing on the date of this Agreement both parties shall negotiate and
     agree (acting at all times reasonably and in good faith) an agreement for
     the provision for all the transitional services and the IT and business
     separation services (the "TSA"), which shall supersede and replace these
     terms. Each party shall be responsible for all its own costs relating to
     such negotiation and agreement. The TSA shall include a more detailed
     description of the services in question together with any applicable
     service levels and other specific conditions relating to the provision
     thereof and the relationship between the parties. The parties shall enter
     into the TSA upon Completion. In the event that the TSA has not been agreed
     by Completion, the Purchaser shall provide the services in accordance with
     the terms of this Schedule pending agreement.

3.   Defining the transitional services

3.1  The transitional services shall comprise the services which the Seller's
     Group has provided (or procured the provision of) to the Group and the
     Business in the 12 month period immediately prior to Completion including,
     but not limited to, those set out in the Appendix hereto.

3.2  The services shall be provided to the locations to which such services were
     supplied prior to Completion. Any change of location will be subject to the
     agreement of the parties.

4.   Period during which services shall be provided

4.1  The transitional and business and Information Technology separation
     services shall be supplied for a minimum period of 3 months or such lesser
     time as the parties agree in writing. The Purchaser may by 28 day's notice
     in writing request that the Seller cease providing any particular service,
     including the provision of Andy Burton.

4.2  The Seller shall not be obliged to provide any services after 6 months from
     Completion, unless the Purchaser requests an extension of the period for
     the provision of the services, of up to a maximum of 3 months. The Seller
     may, on or after this date, terminate the provision of any service by
     giving the Purchaser 28 days notice in writing.

<PAGE>

                                      -164-

5.   Third party consents

5.1  Purchaser shall obtain all third party licences, consents, permissions and
     other authorisations ("TPCs") required by the Purchaser in respect of the
     services. The costs of all such TPCs shall be borne by the Purchaser.

5.2  Where for the provision of the services it is necessary for the Seller to
     obtain amendments to existing licences or consents from a third party it
     shall use reasonable endeavours to obtain such amendments on commercially
     reasonable terms. The Purchaser shall indemnify the Seller's Group against
     all losses, expenses and costs incurred by the Seller's Group as a result
     of a breach by the Purchaser, its agents or employees, of the terms of any
     licence or consent granted to the Seller in connection with the provision
     of the transitional services, provided that the Seller shall have provided
     the Purchaser with a full copy of such licence terms, and provided further
     that the Seller's Group shall have taken all reasonable steps to mitigate
     its losses.

5.3  Insofar as a third party refuses to grant the necessary TPC or is only
     prepared to do so on terms that are not commercially reasonable or are
     otherwise unacceptable to the parties, the parties shall use reasonable
     endeavours to make alternative arrangements for the provision of the
     services.

5.4  The parties shall so far as is reasonably practicable obtain such TPCs
     prior to Completion to ensure continuity of service provision with effect
     from Completion.

6.   Charges & Costs

6.1  In consideration of the provision of the services, and the Seller obtaining
     the TPC's referred to in paragraph 5.2, the Purchaser shall pay to the
     Seller:

     (a)  (pound)25,000 per calendar month;

     (b)  the salary costs of Andy Burton; and

     (c)  the costs of the supply of telecoms, electricity and other utilities
          comprised in the services.

6.2  All charges shall be invoiced in arrears and shall be the subject of a
     valid tax invoice and shall (subject to paragraph 16.3) be payable within
     30 days of the receipt of such invoice.

6.3  Any disputed invoices or parts thereof shall be subject to the dispute
     escalation procedure in paragraph 14.

7.   Creation of Project Teams

7.1  Immediately following the signing of this Agreement, the parties shall work
     together in good faith to establish appropriate transitional services and
     IT separation teams (each a "Team") for each relevant location.

<PAGE>

                                      -165-

7.2  The parties shall procure that each Team shall have access to such
     personnel of the relevant companies and businesses as are necessary for it
     to carry out its responsibilities under paragraphs 7 to 10 of this Schedule
     17.

8.   Appointment of Project Managers

     The Seller shall nominate a team manager and the Purchaser shall nominate a
     team manager for its Team.

9.   Identification of relevant IT and whether or not to copy/clone

9.1  Each Team shall promptly work to identify and list the Information
     Technology used at the relevant location. In particular, but without
     limitation, each Team shall promptly investigate the following areas:

     .    Servers

     .    desktop PC's

     .    internet access

     .    e-mail (messaging) and office systems

     .    network infrastructure

     .    business systems

     .    shop floor systems

9.2  The teams shall investigate whether each item of Information Technology
     identified pursuant to paragraph 9.1 is being acquired by the Purchaser
     pursuant to the deal contemplated by this Agreement or is being retained by
     the Seller.

10.  Adoption of the IT Separation Plan

10.1 Each Team shall work to achieve a timely separation of the Information
     Technology at its location.

10.2 Within 30 days of the date of this Agreement, each Team shall prepare a
     separation plan and timetable following which the team managers shall agree
     a common separation plan and timetable (the "Separation Plan"). Upon
     agreement of the Separation Plan by both parties' team managers (such
     agreement not to be unreasonably withheld, delayed or conditioned) the
     parties shall in good faith implement the Separation Plan with effect from
     Completion.

11.  Agreed Separation Principles

     The parties will work according to the following principles:

<PAGE>

                                      -166-

     .    Security: shared access to the Purchaser's Group IT systems and the
          Seller's Group IT systems will be avoided wherever it is practicable.

     .    Business continuity: all tasks of the Separation Plan will be designed
          to limit the interruption of business processes to a practicable
          minimum.

     .    Data: All data relating exclusively to Group and the Business shall be
          separated both logically and physically from any and all data relating
          to the Seller's Group. All data that relates to both Group and the
          Business and the Group and the Seller's Group ("Shared Data") shall be
          copied and migrated onto the Purchaser's IT systems.

     .    Websites: The transfer of all websites and related agreements, which
          are used exclusively by the Business and the Group.

12.  Service Levels

     The services shall be provided to any specific service levels set out in
     the agreed form TSA. Where no service level is specified, the Seller shall
     use reasonable endeavours to provide the levels of service which the Group
     and the Business have enjoyed in relation to such equivalent services in
     the 12 months prior to Completion.

13.  Warranties

     Each party warrants to the other that the relevant party shall provide the
     services with reasonable skill and care using personnel of equivalent
     qualification, training and experience as those employed in the provision
     of the services prior to Completion.

14.  Dispute Escalation & Resolution procedure

14.1 In the first instance any and all disputes shall be escalated to the
     respective Team Managers.

14.2 If the Team Managers cannot resolve the issue within 14 days, the matter
     will be escalated to the CEO of the Purchaser and equivalent director of
     the Seller.

14.3 If the dispute cannot be resolved by such directors either party shall be
     free to take the matter to the English Courts.

14.4 Nothing in this Schedule shall prevent either party from seeking interim or
     injunctive relief in relation to any dispute regarding the subject matter
     of this Schedule.

14.5 Nothing in this paragraph 14 shall prevent either party from seeking
     mediation of the dispute.

15.  Security & Disaster Recovery Policies

     Each party will comply with the reasonable security and disaster recovery
     policies of the other.

<PAGE>

                                      -167-

16.  Change

     Any change to the services provided under this Schedule shall be subject to
     the agreement of both parties.

17.  Confidential Information

     Save as absolutely necessary for the conduct of the parties' respective
     businesses, each party shall keep confidential and shall not use or
     disclose information or data belonging to or concerning the other.

<PAGE>

                                      -168-

                                    Appendix

The following sets out the services to be provided under this Schedule.

Section A deals with system and technical services.

Sections B and C deal with access to personnel and to historical records, for
the provision of the services in each and any of the Locations to be agreed.

                                   A. Systems

1.   The services and facilities to be supplied are as follows:

     (a)  The continued supply of utility services such as electricity and water
          supply to the premises.

     (b)  The continued use of the internal and external systems securing the
          premises.

     (c)  The continued use, supply and support of telecommunications
          infrastructure.

     (d)  The continued use and supply of the Baltimore PSTN, fax, telecoms,
          dial up, broadband, internet and firewall services.

     (e)  The continued use of the relevant desktop operating system software,
          Microsoft Office and back office applications. (To be limited to an
          agreed number of licensed copies, to be agreed.)

     (f)  Such digital certification as is necessary for the continued use of
          the Cisco Systems VPN remote dial-in facility.

     (g)  Permission to use the Baltimore Digital Certificates subject to the
          terms relating to and controlling use by the Group of the Seller's
          trade marks under the Master Sale and Purchase Agreement while able to
          do so under the regulatory or other third party rules pertaining to
          such certificates.

     (h)  Access to and use of such terminals and/or hardware as are necessary
          in order to operate and/or use the SAP system, the general ledger
          system, payroll, payment processing, purchase order processing and the
          Hyperion Pillar and Enterprise systems in the continued operation of
          the Group's business (including memory and data storage functionality
          and to include any and all system linkages between the locations).

     (i)  Access to the Ravelin servers and any Data and Business Data stored
          thereon until the Seller upgrades the relevant server equipment to
          alternative hardware, or this service is terminated in accordance with
          this Schedule;

     (j)  Delivery services in relation to CD shipments, the extent of which is
          to be agreed.

<PAGE>

                                      -169-

     (k)  Continued use of the Baltimore NT domain, subject to security
          protocols to be agreed.

     (l)  Such management reports as are reasonably required in relation to
          information reasonably required for the safe and efficient running of
          the business, and in relation to compliance with relevant legal or
          regulatory requirements.

     (m)  Suitable functionality to support forwarding of electronic mail for
          employees currently directed to "baltimore.com" or other affiliated
          "baltimore" domains, to such email addresses as designated by the
          Purchaser.

                                   B. Records

1.   The Seller shall permit stipulated representatives, to be agreed, access to
     Data or Business Data held by the Seller's Group, provided always;

     (a)  that access to such Data or Business Data shall be limited to such
          Data or Business Data as were compiled, established or collected prior
          to Completion insofar as such Data or Business Data is not transferred
          to the Purchaser or to the Group under the Master Sale and Purchase
          Agreement.

     (b)  that access to such Data or Business Data shall be limited to Data or
          Business Data necessary to the services, or to the reduction of the
          Group's dependency on the services.

                                  C. Personnel

1.   Provided always that any assistance provided in performing the services
     shall be subject to reasonable commitments to members of the Seller's
     Group, and to any absence from the offices of the Seller's Group for
     vacation or medical reasons, the Seller shall procure that certain of its
     staff shall be available to provide reasonable assistance;

     (a)  in resolving technical issues with the systems and services set out in
          A.1 and A.2;

     (b)  in providing general advice in relation to the continuity of the
          business and the transition of the business into an independent
          arrangement;

     (c)  in relation to maintenance of databases and files and for the transfer
          of such information contained therein and the transfer of knowledge
          regarding the processes associated with the gathering, processing and
          maintenance of such databases or files.

2.   The provision of assistance by the Seller personnel set out in clause C.1
     above shall be subject at all times to the following limits;

     (a)  The Seller's personnel will not be called upon to resolve technical or
          other issues which may reasonably be resolved through customer support
          functions provided to the

<PAGE>

                                      -170-

          Group by the manufacturers or distributors of individual software
          applications owned by the Group after Completion.

     (b)  At no time, and in no circumstances, will any member of the Seller's
          Group be obliged to provide assistance to the Group or Purchaser where
          to do so will provide the Group or Purchaser with a competitive market
          advantage as against any member of the Seller's Group.

3.   The provision of assistance as provided for in clause C.1 above shall be
     provided only by current members of the Seller's Group staff including,
     without limitation, Andy Burton, Emma Dignam, Brian Bateman, Simon Enoch,
     Chris Haynes, Dan Dufon and David Wallas, subject always to the limitations
     set out in clause C.2 above.

<PAGE>

                                      -171-

                                   Schedule 18

                           Pre-completion Undertakings

1.   Pending Completion (except as required under this Agreement or with the
     prior written consent of the Purchaser) BUK shall and the Seller shall
     procure that each Group member shall:

1.1  not do or agree to do any of the following:

     (a)  resolve to change its name or to alter its Memorandum or Articles of
          Association;

     (b)  allot or issue or agree to allot or issue any shares or any securities
          or grant or agree to grant rights which confer on the holder any right
          to acquire any shares or other such interest;

     (c)  declare, pay or make any dividend or other distribution;

     (d)  repay, redeem or purchase any of its share capital;

     (e)  reduce its share capital;

     (f)  resolve to be voluntarily wound up; or

     (g)  pass any resolution or obtain any consent from any of its members.

1.2  not do or omit to do anything that would constitute a breach of Warranty
     were the Warranties to be repeated at Completion.

2.   Pending Completion (except as required under this Agreement or with the
     prior consent of the Purchaser) BUK shall and the Seller shall procure that
     each Group member and BUK (in respect of the Business) shall:

2.1  not make any material decision concerning its business, assets or affairs
     and not do or agree to do any of the following:

2.1.1 otherwise that in the ordinary course of business:

     (a)  incur in a single transaction any liability (whether as principal or
          surety) for a principal amount which exceeds or could
          exceed(pound)50,000;

     (b)  make any material change (including any change by the incorporation,
          acquisition or disposal of a subsidiary or a business) in the nature,
          extent or terms of its business;

2.1.2 create any Encumbrance over its business, undertaking or any of its
     assets;

<PAGE>

                                      -172-

2.1.3 make any material change in the terms or conditions or employment or
     engagement of any of its employees or officers;

2.1.4 enter into any material transaction with or for the benefit of any of its
     directors or of any person who is connected with or any of its directors
     (within the meaning of section 839 ICTA 1988):

     (a)  except in the usual course of its business; and

     (b)  on terms which are in no respect less favourable to it than normal
          arm's length terms;

2.1.5 appoint new auditors;

2.1.6 fail to keep proper accounting records or to make therein true and
     complete entries of all its dealings and transactions;

2.1.7 enter into any borrowing, factoring or other financing or any lending
     commitments (other than use of overdraft facilities agreed before the date
     of this Agreement), being in each case commitments which are outside the
     ordinary course of its business;

2.1.8 dispose of or enter into any hire or hire-purchaser agreement or agreement
     for payment on deferred terms (other than normal trade credit or bill of
     sale) in respect of, or create any Encumbrance over, any of its fixed or
     loose plant, machinery, furniture, fixtures, fittings, equipment and
     vehicles used in connection with the business of the Group;

2.1.9 permit or allow any of its assets to be depleted by any unlawful act on
     the part of any person;

2.1.10 by any act or omission contravene any applicable law, order or regulation
     where such contravention would have a material and adverse effect on the
     business or financial condition of the Group taken as a whole;

2.1.11 fail to keep in place its existing insurance cover;

2.1.12 fail to maintain the confidentiality of its customer and supplier
     information and of its other proprietary information;

2.1.13 appoint any additional director or make any material change to the terms
     and conditions of the workforce of any Group member or BUK in respect of
     the Business; and

2.1.14 make any change in the practice for paying creditors or collecting the
     debtors of the Group or of BUK in respect of the Business.

<PAGE>

                                      -173-

                                   Schedule 19

                       Call Option and Put Option Notices

                                     Part A

                          Exercise Notice - Call Option

Baltimore Technologies (UK) Limited
1310 Waterside
Arlington Business Park
Theale
Reading
Berkshire
RG7 4SA

                                                                          [Date]

Dear Sir(s)

We refer to the agreement between us and Baltimore Technologies plc dated
          January 2002 under which, inter alia, a put and call option was
---------
granted to us in relation to the Business and Assets owned by you. Words and
expressions defined in the Master Agreement have the same meaning in this
notice.

We hereby give you notice of the exercise of the Call Option and accordingly we
require you to sell the Business and Assets to us on the terms set out in the
Master Agreement.

Yours faithfully


-----------------------------------
for and on behalf of
Clearswift Limited

<PAGE>

                                      -174-

                                     Part B

                          Exercise Notice - Put Option

        [To be printed on Baltimore Technologies (UK) Limited letterhead]

Clearswift Limited
Bessamar House
Bessamar Road
Welwyn Garden City
Hertfordshire AL7 1HH

                                                                          [Date]

Dear Sir(s)

We refer to the agreement between us and Baltimore Technologies plc dated
          January 2002 under which, inter alia, a put and call option was
---------
granted in relation to the Business and Assets owned by us (the "Master
Agreement"). Words and expressions defined in the Master Agreement have the same
meaning in this notice.

I hereby give you notice of the exercise of the Put Option and accordingly I
require you to purchase the Business and Assets on the terms set out in the
Master Agreement.

Yours faithfully


-----------------------------------
for and on behalf of
Baltimore Technologies (UK) Limited

<PAGE>

                                      -175-

                                   Schedule 20

                                Certigram Licence

                   Technology and trade mark Licence Agreement

This agreement is made               2002
                       -------------

Between:

(1)  Content Technologies Limited a company incorporated in England and Wales
     (registered number 03367495) whose registered office is at 1310 Waterside,
     Arlington Business Park, Theale, Reading, Berkshire, RG7 4SA (the
     "Company"); and

(2)  Baltimore Technologies plc a company incorporated in England and Wales
     (registered number 2643615) whose registered office is at 1310 Waterside,
     Arlington Business Park, Theale, Reading, Berkshire, RG7 4SA (the
     "Licensee").

Whereas:

(A)  Pursuant to Heads of Agreement dated 16 April 1999 (the "Heads of
     Agreement"), a copy of which forms Schedule 1 hereto, the Company is the
     licensee of patents owned by Abathorn (as detailed in the Heads of
     Agreement).

(B)  The Company further owns rights in certain technology, known as Certigram,
     which involves the packaging and encoding of data, and which is based upon
     the patents owned by Abathorn.

(C)  The Licensee wants to use, develop and exploit this technology and the
     Company has agreed to licence the technology to the Licensee on the terms
     set out herein.

It is Agreed:

1.   Definitions

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

     "Abathorn" means Abathorn Limited, a company incorporated in England and
     Wales (registered number SC144312) whose registered office is at Orchard
     Brae House, 30 Queensferry Road, Edinburgh, Lothian, EH4 2HG;

     "Abathorn Patents" means the patents detailed in the Heads of Agreement;

     "Agreement" means this agreement and the Schedules hereto which form an
     integral part of this agreement;

     "Business Day" means a day (other than a Saturday or Sunday) on which banks
     in the City of London are generally open for business;

     "Certigram Trade Marks" means all rights owned by the Company in the trade
     mark "CERTIGRAM", whether registered or unregistered anywhere in the world,
     and including without limitation, the trade mark registrations and
     applications in Schedule 2;

     "Commencement Date" means the date hereof;

<PAGE>

                                      -176-

     "Data" means all the data resulting from or arising in connection with the
     development and use of the Technology which is held by the Company at the
     date hereof;

     "Documentation" means all user documentation, all other materials and
     information in whatever form (including electronic) relating to the
     Technology in the possession of the Company at the date hereof ;

     "Group Companies" means, in respect of each party, any undertaking which
     is, on or after the date of this Agreement, from time to time a subsidiary
     undertaking of that party, a parent undertaking of that party or a
     subsidiary undertaking of a parent undertaking of that party, as those
     terms are construed in accordance with section 258 of the U.K. Companies
     Act 1985;

     "Improvement(s)" means any improvement, enhancement or modification to, or
     new invention, design or process in connection with the Technology;

     "Intellectual Property Rights" means any trade marks, brands, logos,
     know-how, rights in designs, utility models, copyrights, rights relating to
     trade secrets or confidentiality, patents, inventions, rights in computer
     software, moral rights, (whether or not any of these are registered, and
     including any application for their registration) and rights to apply for
     protection in respect of any of the foregoing rights;

     "Net Sales Revenue" means the actual income received by the Licensee for
     the Product and user licences prior to expenses and UK taxes;

     "Product(s)" means any software, hardware and firmware products developed
     by the Licensee falling within the scope of or derived from the Technology;

     "Quarterly Period" means the period of three months commencing on 1
     January, 1 April, 1 July and 1 October;

     "Royalty Rate" means 2 1/2% of the Net Sales Revenue of each Product sold
     by the Licensee in Europe and the UK, and 1% in the rest of the world;

     "Technology" means those aspects of the technology known as Certigram,
     including the products Certigram and Certigram Toolkit, in which the
     Intellectual Property Rights are owned by the Company at the date hereof,
     more particularly described in Schedule 3, including the Data, and all and
     software relating thereto;

1.2  In this Agreement, unless the context otherwise requires:

     (a)  References to schedules, clauses or appendices in this Agreement are
          references to schedules, clauses or appendices of this Agreement.

     (b)  Words denoting the singular number only shall include the plural
          number also and vice versa;

     (c)  Words denoting persons only shall include corporations, partnerships
          and unincorporated associations;

     (d)  References to any party hereto shall, where relevant, be deemed to be
          references to or to include, as appropriate, their respective
          successors or permitted assigns;

     (e)  Headings have been included for convenience only and shall not be used
          in construing any provision herein.

<PAGE>

                                      -177-

2.   Licence Granted

2.1  Subject to clause 2.5, the Company hereby grants to Licensee and its Group
     Companies an exclusive, perpetual, world-wide licence to:

     (a)  use, copy, modify, develop, create derivative works and otherwise
          exploit the Technology and the Documentation (and the Intellectual
          Property Rights owned by the Company relating to the Technology and
          Documentation);

     (b)  translate, reverse engineer, de-compile and disassemble the Technology
          or any part thereof;

     (c)  develop, manufacture, sell and distribute Products using the
          Technology; and

     (d)  use the Certigram Trade Marks in connection with any of the above
          activities, including the sale and distribution of the Products;

     subject to the terms of this Agreement.

2.2  The Licensee may grant sub-licences under this Agreement.

2.3  No further right or licence is granted by the Company by this Agreement
     save as expressly set out in this clause.

2.4  Insofar as it is able to do so, the Company hereby grants Licensee a
     sub-licence of the Abathorn Patents (on and subject to the same terms and
     conditions as the head licence to the Company comprised in the Heads of
     Agreement). The Company gives no warranty or representation that it is able
     to grant such a sub-licence and insofar as it cannot do so, Licensee shall
     be solely responsible for obtaining such licences as may be necessary from
     Abathorn to exploit the Technology without infringing the Abathorn Patents.

2.5  The Licensee acknowledges that under the Heads of Agreement the Company
     will provide the Technology to Abathorn for Abathorn to use, and has
     granted Abathorn the right to use the Certigram Trade Marks in its business
     activities.

3.   Royalties

3.1  In consideration of the rights granted hereunder, Licensee shall pay to the
     Company royalty fees calculated at the Royalty Rate ("Royalties") and
     payable in accordance with the provisions of this clause 3, in respect of
     each Product sold or licensed.

3.2  Royalties payable under this Agreement:

     (a)  are exclusive of any value added (or like) tax which may be payable on
          them and shall be paid gross without deduction of any withholding or
          other income taxes and if subject to withholding or other income taxes
          Licensee shall ensure that such sum is paid to the Company or shall,
          after deduction of such withholding or other income tax, be equivalent
          to the royalties otherwise payable under the Agreement;

     (b)  shall be paid in sterling within 30 days of the end of each successive
          Quarterly Period, to the extent that Licensee has received any Net
          Sales Revenue.

3.3  In the event of any delay in effecting payments due under this Agreement by
     the due date Licensee, save where such payments are disputed in good faith,
     shall pay to the Company interest (calculated on a daily basis) on the
     overdue payment from the date such payment was due to the date of actual
     payment at a rate of 2% over the base lending rate of Barclays Bank from
     time to time.

<PAGE>

                                      -178-

3.4  At the same time as payment of Royalties falls due Licensee shall submit or
     cause to be submitted to the Company a statement in writing recording the
     calculation of such Royalties payable and in particular:

     (a)  the number of Products which have been supplied during the previous
          quarter;

     (b)  the Net Sales Revenue of each Product supplied during the previous
          quarter;

     (c)  the amount of Royalties due and payable and the amount of any tax
          deductible or due to be deducted from such figure.

3.5  Licensee shall keep proper records and books of account showing the
     description and price of Products supplied or put into use and such records
     and books shall be open to inspection and audit by the Company at quarterly
     intervals, on reasonable written notice. If such inspection should reveal a
     discrepancy in the Royalties paid from those payable under this Agreement,
     and that discrepancy is disputed, the dispute is to be resolved by the
     appointment of independent auditors, the cost of such audit to be borne
     equally by the parties. Where the audit confirms a shortfall, Licensee
     shall immediately make up the shortfall and reimburse the Company in
     respect of any unpaid Royalties.

3.6  The level of Royalties paid by Licensee shall be reviewed quarterly and
     adjusted to reflect any provision made by Licensee for bad debts or
     returned goods with any adjustment being refunded to Licensee.

3.7  The Licensee shall not be obliged to pay any Royalties;

     (a)  if it is established that the Company has no right to sub-licence the
          Abathorn Patents; or

     (b)  the provisions of this Licence are deemed to be void by any court,
          tribunal or similar authority.

3.8  The Company shall remit all Royalties to Abathorn in discharge of its
     obligations to Abathorn under the Heads of Agreement.

4.   Amendment to the Heads of Agreement

4.1  The Company shall not agree to amend the Heads of Agreement without the
     consent of the Licensee.

4.2  If in accordance with this clause 4 the Heads of Agreement are amended with
     the result that greater Royalties are payable by the Company to Abathorn in
     respect of the use by the Licensee of the rights granted under the Abathorn
     Patents than are currently payable by the Licensee in accordance with this
     Agreement then the Royalties shall be increased as appropriate to make up
     the shortfall.

5.   Marking

5.1  Licensee undertakes that all Products shall be clearly and conspicuously
     marked in conformity with the following principles unless the parties
     otherwise agree in writing:

     (a)  all Products and their labelling and packaging shall bear a copyright
          notice together with a notice that the Products are manufactured under
          licence from the Company; and

     (b)  all uses of the Certigram Trade Marks upon Products and their
          labelling and packaging shall bear the symbol (R) where the Certigram
          Trade Marks are registered in

<PAGE>

                                      -179-

          the territory for goods of the same type as the Products or the symbol
          (TM) where not so registered.

6.   Delivery

6.1  The Company shall deliver a copy of the Documentation to the Licensee on or
     as soon as reasonably practicable after the Commencement Date. Upon request
     of Licensee and subject to the parties agreement regarding the terms upon
     which such assistance is to be provided, the Company shall also provide
     reasonable technological assistance to the Licensee for the duration of
     this Licence.

7.   Intellectual Property Rights

7.1  The Licensee hereby expressly acknowledges that:

     (a)  the Technology and all Intellectual Property Rights therein are and
          shall remain the property of the Company and Abathorn; and

     (b)  the Abathorn Patents are and shall remain the property of Abathorn.

7.2  All trade mark rights deriving from use of the Certigram Trade Marks by
     Licensee upon or in connection with the Products or any other merchandise
     by Licensee shall accrue exclusively to the Company and Licensee shall at
     the request of the Company do all that is necessary during the life of this
     Agreement to vest such trade mark rights in the Company.

7.3  In the event that any Improvements giving rise to Intellectual Property
     Rights result from the Licensee's exercise of its rights under this
     Agreement the parties hereby acknowledge and agree that all Intellectual
     Property Rights in such Improvements shall belong to the Licensee. The
     Licensee shall then be entitled to apply for the protection of such rights
     by registration (where applicable) throughout the world.

7.4  The Company shall notify the Licensee of any proceedings brought by third
     parties in respect of the Technology or the Certigram Trade Marks.

7.5  The Licensee but not the Company shall have the right to institute
     infringement or other appropriate legal action against alleged, prospective
     or actual infringers or disclosers of the Intellectual Property Rights and
     other proprietary rights in the Technology and the Certigram Trade Marks,
     and shall retain all money received from such action.

7.6  The Company shall have no obligation to take any action against such
     infringers of the Intellectual Property Rights in the Technology and the
     Certigram Trade Marks, save that the Company, at the request of the
     Licensee, shall provide the Licensee with reasonable assistance in such
     proceedings, provided that the Licensee pays the Company's costs and
     expenses (including any award of damages against the Company as a result of
     such proceedings) on an indemnity basis.

7.7  The Company shall pay all renewal fees due for any registered trade marks
     comprised in the Certigram Trade Marks subject always to the Company being
     placed in funds to do so by the Licensee.

8.   Indemnity

8.1  The Licensee shall at all times indemnify and keep indemnified the Company
     against all or any costs, claims, damages or expenses directly incurred or
     suffered by the Company with respect to any successful claim brought by:

     (a)  Abathorn, arising out of the use by the Licensee of the Technology;
          and

<PAGE>

                                      -180-

     (b)  end-users of Products supplied by or put into use by the Licensee;

     provided that:

     (c)  Licensee is given control of such claim; and

     (d)  the Company, at the expense of Licensee, gives to Licensee all
          reasonable assistance with such claim; and

     (e)  the Company makes no admission or otherwise prejudices Licensee's
          defence or settlement of the claim.

9.   Duration and termination

9.1  This Agreement shall begin on the Commencement Date and shall continue in
     perpetuity unless and until terminated in accordance with the terms of this
     Agreement.

9.2  Each party shall have the right to terminate this Agreement forthwith by
     notice in writing to the other in the event that:

     (a)  The other party commits a material breach of this Agreement and such
          breach:

          (i)  is not capable of remedy; or

          (ii) if capable of remedy, has not been remedied with 30 days after
               receipt by the defaulting party of notice requiring such remedy;
               or

     (b)  the other party enters into a compulsory or voluntary liquidation
          (other than for the purpose of effecting a solvent reconstruction or
          amalgamation) or convenes a meeting of or enters into any composition
          with its creditors or has an administrative receiver, receiver,
          manager or administrator appointed over all or some of its undertaking
          or assets or anything analogous to the events described above occurs
          in any jurisdiction;

     (c)  the Licensee challenges the validity of the Abathorn Patents.

10.  Consequences of Termination

10.1 In the event of termination of this Agreement howsoever arising:

     (a)  all outstanding sums payable by Licensee to the Company shall
          immediately become due and payable;

     (b)  all rights and licences shall cease;

     (c)  Licensee shall cease all and any exploitation of the Technology;

     (d)  Licensee shall promptly return to the Company all Documentation,
          technical and promotional material in its possession relating to the
          Products and the know-how and all copies of such material to the
          extent such remains confidential, and shall confirm to the Company
          that it has done so; and

     (e)  Licensee shall have the right to dispose of the stocks of the Products
          in its possession and all Products in the course of manufacture at the
          date of termination provided that any royalty payable under this
          Agreement shall be received within a period of 90 days following such
          termination.

10.2 The termination of this Agreement shall be without prejudice to the
     provisions of this clause 10 and to any rights of either party which may
     have accrued by, at, or up to the date of such termination.

<PAGE>

                                      -181-

11.  Limitation of liability

11.1 Nothing in this Agreement shall exclude or limit any party's liability for
     death or personal injury caused by negligence.

11.2 The Company shall not have the benefit of the limitation in clause 11.1 in
     respect of a claim arising out of the failure of the Company to comply with
     its obligations in clause 3.8 (remittance by the Company of Royalties to
     Abathorn).

12.  Confidential information

12.1 The parties have imparted and may from time to time impart to each other
     certain confidential information ("Confidential Information") and the
     parties may otherwise obtain Confidential Information concerning the
     business and affairs of the other pursuant to this Agreement, including
     information marked or identified by the disclosing party as confidential or
     information which may be reasonably regarded as the Confidential
     Information of the disclosing party. Confidential Information shall include
     the Technology.

12.2 Each party agrees that it shall not disclose such Confidential Information
     (except to other Group Companies and professional advisers) whether
     directly or indirectly to any third party except as provided for in this
     clause 12.

12.3 Nothing in this clause 12 shall prevent the Licensee from exercising its
     other rights under this Agreement including, without limitation, its right
     to develop and exploit the Technology.

12.4 Where disclosure to a third party is essential to allow proper performance
     of a party's obligations under this Agreement, such party will prior to any
     such disclosure obtain the other party's written consent to such disclosure
     and obtain from such third parties binding agreements to maintain in
     confidence the information to be disclosed to the same extent at least as
     the parties are so bound by this Agreement.

12.5 This clause 12 shall not prevent the disclosure or use by either party of
     any information which is required to be disclosed by applicable law or
     regulation or order of a court of competent jurisdiction or is or hereafter
     through no fault of that party becomes public knowledge.

13.  Notices

13.1 Any notice required to be given by a party to another shall be sent either
     by first class pre-paid post or by fax transmission to the other party at
     the following address, or such other address as that party may notify to
     the other in writing from time to time in accordance with this clause:

     (a)  Content Technologies Limited
          1310 Waterside, Arlington Business Park, Theale, Reading, Berkshire,
          RG7 4SA

          Fax No:
          For the attention of:

     (b)  Baltimore Technologies plc
          1310 Waterside, Arlington Business Park, Theale, Reading, Berkshire,
          RG7 4SA

          Fax No:
          For the attention of:

13.2 Any notice sent by fax shall be deemed to have been received upon receipt
     by the sender of a fax transmission report (or other appropriate evidence)
     that the fax has been transmitted to the addressee. Where transmission
     occurs after 6.00pm on a Business Day or on a day which is

<PAGE>

                                      -182-

     not a Business Day, receipt shall be deemed to occur at 9.00am on the next
     following Business Day.

13.3 Any notice sent by post in accordance with clause 13.1 shall be deemed to
     have been received on the second Business Day after the date of posting and
     if posted to an overseas address shall be deemed to have been received on
     the fifth Business Day after the date of posting.

14.  Force Majeure

     No party shall be responsible for any failure to perform due to unforeseen
     circumstances or to causes beyond the party's reasonable control, including
     but not limited to acts of God, war, riot, embargoes, acts of civil or
     military authorities, fire, floods, accidents, strikes, or shortages of
     transportation, facilities, fuel, energy, labour or materials.

15.  Assignment

     The Licensee may assign its rights and obligations under this Agreement
     without the prior written consent of the Company.

16.  Waiver

     Failure or neglect by a party to enforce at any time any of the provisions
     of this Agreement shall not be construed as a waiver of any party's rights
     under this Agreement nor in any way affect the validity of the whole or any
     part of this Agreement nor prejudice any party's rights to take subsequent
     action.

17.  Severability of provisions

     If any provision of this Agreement is held to be illegal, invalid or
     unenforceable in whole or in part in any jurisdiction this Agreement shall
     as to such jurisdiction continue to be valid as to its other provisions and
     the remainder of the affected provision; and the legality, validity and
     enforceability of such provision in any other jurisdiction shall be
     unaffected.

18.  Contracts (Rights of Third Parties) Act 1999

     No person other than a party may enforce this Agreement by virtue of the
     Contracts (Rights of Third Parties) Act 1999. No consent shall be required
     from any person other than the parties to this Agreement to vary the terms
     of the Agreement.

19.  Entire Agreement

     This Agreement supersedes all prior understandings and agreements between
     the parties relating to the Technology and sets forth the entire agreement
     between the parties with respect to the Technology. No alterations,
     modifications or additions to this Agreement shall be valid unless made in
     writing and signed by a duly authorised representative of each party.

20.  Governing Law and Jurisdiction

     This Agreement shall be governed by and construed in accordance with
     English law and the parties submit to the exclusive jurisdiction of the
     English courts.

EXECUTED as a deed by                   )
                                        )
for and on behalf of                    )
Content Technologies Holdings Limited   )
acting by                               )

<PAGE>

                                      -183-

     Director

     Director/Secretary

EXECUTED as a deed by                   )
                                        )
for and on behalf of                    )
Baltimore Technologies plc              )
acting by                               )


     -------------------------------
     Director


     -------------------------------
     Director/Secretary

<PAGE>

                                     -184-

                                   Schedule 1

                               Heads of Agreement

                                     between

                          Content Technologies Limited

                                       And

                                Abathorn Limited

<PAGE>

                                      -185-

                                   Schedule 2

                             "Certigram Trade Marks"

Registered Trade Marks

-----------------------------------------------------------------
            Registration
Mark        Number         Territory        Class(es)   Comments
-----------------------------------------------------------------
CERTIGRAM   2232331        UK                       9
                                                   41
                                                   42
-----------------------------------------------------------------
CERTIGRAM   4496780        Japan                    9
-----------------------------------------------------------------
CERTIGRAM   44663144       Japan                   41
                                                   42
-----------------------------------------------------------------
CERTIGRAM   757049         Madrid                   9
                           International           41
                                                   42
-----------------------------------------------------------------
CERTIGRAM   835235         Australia                9
                                                   41
                                                   42
-----------------------------------------------------------------

2.   Trade Mark Applications

-----------------------------------------------------------------
            Application
Mark        Number         Territory        Class(es)   Comments
-----------------------------------------------------------------
CERTIGRAM   1131010        Community Mark           9
                                                   41
                                                   42
-----------------------------------------------------------------
CERTIGRAM   75/813210      United States            9   Abandoned
                                                   41
                                                   42
-----------------------------------------------------------------

<PAGE>

                                   Schedule 3

                                 The Technology

The Certigram technology involves the packaging of data (which could include
certificates, photographs, biometrics, and alpha data), digitally signing it
with a key, and then encoding the whole package including the signature into a
3D bar code. This bar code can then subsequently be read with a standard scanner
allowing the contents to be restored such that the signature can be verified and
the contents displayed on a console if required for, for example, the visual
verification of photos.

<PAGE>

IN WITNESS whereof this Deed has been entered into the day and year first before
written

Executed as a Deed by               )
Baltimore Technologies plc          )
Acting by:                          )


Name
Director


Name
Director/Secretary


Executed as a Deed by               )
Baltimore Technologies UK Limited   )
Acting by:                          )


Name
Director


Name
Director/Secretary


Executed as a Deed by               )
Clearswift Limited                  )
Acting by:                          )


Name
Director


Name
Director/Secretary