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EXHIBIT 4.3

DATED  14 January 2000



(1)               GLOBAL INFORMATION GROUP U.S.A., INC.


(2)               CHATELIN CAPITAL PARTNERS LIMITED


(3)               JOLEC TRADING LIMITED


(4)               ANTHONY MOHR


(5)               KOENIG INVEST AG


(6)               NEWICK DEVELOPMENTS LIMITED



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

SHARE PURCHASE AND SHAREHOLDERS' AGREEMENT
relating to GLOBAL INFORMATION GROUP U.S.A., INC.
-------------------------------------------------



TITMUSS SAINER DECHERT
2 Serjeants' Inn
London EC4Y 1LT

Ref: C353/062453
Date: 13.01.2000



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                                      INDEX
Clauses                    Headings
-------                    --------

1.                         Definitions and interpretation
2.                         Recitals
3.                         Conditions
4.                         Sale and purchase of the Sale Shares
5.                         Grant of the options
6.                         Completion
7.                         Warranties
8.                         Breach of Warranty
9.                         CCP Director
10.                        Business of the Company
11.                        Reporting
12.                        External funding
13.                        Exit provisions
14.                        Executive undertakings
15.                        Restrictions on the Executive
16.                        Further shareholders
17.                        Issues of Shares
18.                        Transfers of Shares
19.                        Announcements
20.                        General
21.                        Communications
22.                        Costs
23.                        Proper Law

Schedule                   Description
--------                   -----------

First                      The Company
Second                     Warranties
Third                      Restricted Transactions
Fourth                     Deed of Adherence
Fifth                      Agreed Principles for First Loan Agreement
Sixth                      Agreed Principles for Second Loan Agreement
Seventh                    Agreed Principles for Consultancy Agreement
Eighth                     Agreed Principles for Service Agreement



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Appendix                   Description
--------                   -----------

A                          Business Plan
B                          Disclosed Documents

Exhibits                   Description
--------                   -----------

A                          Written consent of Directors of GIG
B                          Resolutions to be passed


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THIS AGREEMENT is made on  14th January 2000
BETWEEN:-

(1)      GLOBAL INFORMATION GROUP U.S.A., INC. a company incorporated under the
         General Corporation Law of the State of Delaware in the USA the
         principal place of business of which is at One Rockefeller Plaza, New
         York, NY 10020, USA ("Company");

(2)      CHATELIN CAPITAL PARTNERS LIMITED a company incorporated in England and
         Wales under number 3755000 the registered office of which is at 2
         Serjeants' Inn, London EC4Y 1LT ("CCP");

(3)      JOLEC TRADING LIMITED a company incorporated under the laws of the
         British Virgin Islands under number 334217 the principal office of
         which is at Waterfront Drive, Atlantic Tower, Road Town, Tortola,
         British Virgin Islands ("Purchaser");

(4)      MR ANTHONY MOHR of 29 East Church Street, Bergenfield, New Jersey 07621
         USA ("Executive");

(5)      KOENIG INVEST AG a company incorporated under the laws of Switzerland
         under number CH-170.3.022.536-1 the principal place of business of
         which is at c/o EMB Beratung und Service AG, Zeughausgasse 7a, CH-6301,
         Zug, Switzerland ("Koenig"); and

(6)      NEWICK DEVELOPMENTS LIMITED a company incorporated under the laws of
         the British Virgin Islands the principal place of business of which is
         at Waterfront Drive, Atlantic Tower, Road Town, Tortola, British Virgin
         Islands ("Newick").

1.       DEFINITIONS AND INTERPRETATION

1.1      In this agreement unless the context otherwise requires:-

         "Agreed Form" means in a form agreed by and signed by or on behalf of
         the Parties with such alterations (if any) as may be agreed in writing
         between them;

         "Associates" has the meaning given to that expression in section 52 of
         Part II of the Companies Act 1989;

         "Auditors" means the auditors for the time being of the Company;

         "Board" means the board of Directors as constituted from time to time;

         "business day" means a day on which banks generally are open in the
         city of New York, U.S.A. for the transaction of normal banking
         business;

         "Business Plan" means the business plan in the Agreed Form
         (incorporating an action plan and the Financial Plan) as varied
         pursuant to clause 10.4.3 and profit and cash flow projections which
         have been supplied by the Executive and the Company to CCP, Koenig,
         Newick and the Purchaser a copy of which (initialled by the Parties
         solely for the purposes of identification) is annexed as appendix "A";

         "CCP Director" means a Director appointed by CCP pursuant to the
         provisions of clause 9 of this agreement and holding office from time
         to time;

         "Code" means the Internal Revenue Code of 1986, as amended;

         "Completion" means the date upon which completion of the sale and
         purchase of the Sale Shares takes (or should take) place pursuant to
         clause 6 of this agreement or (as the case may be) the date of actual
         completion of the sale and purchase of the Sale Shares;

         "Consultancy Agreement" means a consultancy agreement between the
         Company and CCP incorporating the agreed principles set out in the
         seventh schedule and otherwise on usual commercial terms to be executed
         and delivered pursuant to clause 6.1.6;

         "Deed of Adherence" means a deed in the form set out in the fourth
         schedule;

         "Designated Persons" means the former and present directors, officers
         and employees of, and consultants to, the Company;

         "Director" means any director for the time being of the Company;

         "Disclosure Letter" means the letter in the Agreed Form from the
         Warrantors to CCP, Koenig, Newick and to the Purchaser as at the date
         of this agreement together with the documents referred to in and
         attached thereto;


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         "EASDAQ" means the European Association of Securities Dealers Automated
         Quotation based in Brussels, Belgium;

         "family" in relation to any principal shall mean any one or more of
         such principal, his spouse, his parents, his descendants, including
         persons claiming descendancy by adoption, his brothers and sisters, the
         estates of any such persons and the trustees of a trust ("family
         trust") exclusively for the benefit of the family of such principal;

         "family member" means any shareholder who is a member of a principal's
         family;

         "Financial Plan" means the detailed operating plan and financial budget
         for the Company, in the Agreed Form as varied pursuant to clause
         10.4.3, referred to in clauses 6.1.4, 10.4.1 and 10.4.2;

         "First Loan" means the unsecured shareholder loan in the principal sum
         of $300,000 the subject of the First Loan Agreement;

         "First Loan Agreement" means the loan agreement between CCP (as lender)
         and the Company (as borrower) incorporating the agreed principles set
         out in the fifth schedule and otherwise on usual commercial terms to be
         executed and delivered pursuant to clause 6.1.8;

         "First IPO Option" has the meaning given to that expression in clause
         5.2;

         "First Take-over Option" has the meaning given to that expression in
         clause 5.3;

         "Flotation" means the admission or readmission of all or any of the
         equity share capital of the Company or its parent undertaking to a
         Recognised Stock Exchange;

         "Forfeit Shares" has the meaning given to that expression in clause
         7.5;

         "Initial Investors" means Heydael B.V., Charles Langereis, Jouke V.P.J.
         Bracha and Henri Sijthoff, being the other holders of Shares apart from
         the Executive as at the date of this agreement;

         "Intellectual Property" includes (i) patents, trade marks, registered
         designs, database rights, and any applications for any of the
         foregoing, and (ii) copyright, design rights and analogous rights,
         trade and business names, rights in confidential information, in each
         case howsoever arising and including any right or interest in any of
         the foregoing;

         "Investment Period" means the period commencing on Completion and
         ending on the date of the first to occur of a Flotation and a Third
         Party Sale;

         "IPO" means a public offering of equity securities by the Company (or
         its parent) or any other offering of shares of the Company or such
         parent, which takes place simultaneously with, or which is conditional
         upon or which follows, a Flotation or a Take-over by a listed parent;

         "IPO Options" means the First IPO Option and the Second IPO Option;

         "IPO Shares" means the securities sold in an IPO;

         "Issue Price" means the price (after subtracting underwriting discounts
         and commissions) of each security offered in an IPO;

         "Parties" means all the parties to this agreement and the word

         "Party" shall be construed accordingly;

         "Permitted Transfers" means any transfer of any Share which is
         permitted in accordance with the provisions of clause 18.1;

         "principal" means any person being an individual who was a shareholder
         of the Company but who has transferred shares to his family;

         "Recognised Stock Exchange" means any internationally recognised stock
         exchange;

         "Relevant Proportion" in relation to a claim under the Warranties means
         a percentage equal to the aggregate percentage ownership of CCP and the
         Purchaser and their Associates of the issued share capital of the
         Company (or its parent) as at the date of that claim;

         "Restricted Transaction" means any of the acts, transactions and
         dealings set out in the third schedule;

         "Revenue" means all fiscal or taxing authorities (national or local)
         whether of the USA or elsewhere;

<PAGE>
         "Revised Bylaws" means the proposed revised certificate of
         incorporation and bylaws of the Company in the Agreed Form (or the
         bylaws of its parent) and as amended from time to time;

         "Sale Shares" means the 100 Shares, representing 10 per cent. of the
         issued share capital of the Company at Completion, to be sold by the
         Executive to the Purchaser pursuant to clause 4;

         "SEC" means the US Securities and Exchange Commission;

         "Second IPO Option" has the meaning given to that expression in clause
         5.2;

         "Second Loan Agreement" means the loan agreement between Koenig and
         Newick (as lenders) and the Company (as borrower) incorporating the
         agreed principles set out in the sixth schedule and otherwise on usual
         commercial terms to be executed and delivered pursuant to clause 6.1.8;

         "Second Loan" means the unsecured shareholder loan in the principal sum
         of $1,200,000 the subject of the Second Loan Agreement;

         "Second Take-over Option" has the meaning given to that expression in
         clause 5.3;

         "Service Agreement" means the service agreement between the Company and
         the Executive incorporating the agreed principles set out in the eighth
         schedule and otherwise on usual commercial terms to be executed and
         delivered pursuant to clause 6.1.7;

         "Shareholder Loans" the First Shareholder Loan and the Second
         Shareholder Loan;

         "Shares" means the shares of common stock, par value $0.01 each, of the
         Company or capital stock or share capital of its parent which has been
         exchanged for such shares;

         "Take-over" any share for share acquisition of 50 per cent. or more of
         the Company's shares;

         "Taxation" includes all forms of taxation, duties, value added tax,
         levies, imposts, charges, withholdings, national insurance, social
         security, payroll and other contributions, rates and liabilities in
         respect of deductions at source from employees' emoluments (including
         any related or incidental penalty, fine, interest or surcharge)
         whenever created or imposed and whether of the USA or elsewhere;

         "Third Party Sale" means the sale on arms length terms of the whole of
         the outstanding capital stock of the Company to any person other than
         any of the Parties or their Associates;

         "transfer" means any sale, transfer, hypothication, charge, mortgage,
         encumbrance, security interest, declaration of trust, proxy, voting
         trust or other disposal of Shares or any interest in Shares;

         "Transfer Notice" means the notice to be served on the Company by any
         shareholder who desires or is obligated to transfer Shares in
         accordance with clause 18.2.3;

         "US" or "USA" means the United States of America;

         "US GAAP" means generally accepted accounting principles and practices
         in the USA, consistently applied; and

         "Warranties" means the representations, warranties and undertakings on
         the part of the Executive and the Company contained in the third
         schedule and which are made by the Executive and the Company pursuant
         to clause 7.

1.2      In this agreement unless the context otherwise requires:-

1.2.1    any reference to a clause, schedule or appendix (other than to a
         schedule to a statutory provision) is a reference to a clause of or
         schedule or appendix to this agreement; and the schedules and
         appendices form part of and are deemed to be incorporated in this
         agreement;

1.2.2    any reference to a statute or statutory provision includes a reference
         to that provision as amended, re-enacted or replaced and any
         regulations or orders made under such provisions from time to time
         whether before or after the date of this agreement and any former
         statutory provision replaced (with or without modification) by the
         provision referred to;

1.2.3    any reference to persons includes a reference to firms, corporations or
         unincorporated associations;

1.2.4    any reference to the singular includes a reference to the plural and
         vice versa; and any reference to the masculine includes a reference to
         the feminine and vice versa; and

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1.2.5      any agreement, warranty, representation, indemnity, covenant or
           undertaking on the part of two or more persons shall be deemed to be
           given or made by such persons jointly and severally.

1.3        Headings and titles are used for ease of reference only and do not
           affect the interpretation of this agreement.

1.4        The expression "parent" when used in this agreement in relation to a
           company shall mean the ultimate parent of that company in accordance
           with the definition contained in section 258 of the Companies Act
           1985.

2.         RECITALS

2.1        The Company is a corporation incorporated under the General
           Corporation Law of the State of Delaware in the USA.

2.2        At the date of this agreement, the Company had authorised 10,000
           shares of common stock, par value $0.01 per share ("Shares") of which
           1,000 Shares have been duly issued and are fully paid and
           non-assessable and are held by the Executive and the Initial
           Investors in the proportions set out in the first schedule. Further
           details of the Company are set out in the first schedule.

2.3        The Executive has agreed to sell to the Purchaser and the Purchaser
           has agreed to purchase on the terms and subject to the conditions of
           this agreement 100 Shares ("Sale Shares") representing 10 per cent.
           of the outstanding Shares at Completion for an aggregate
           consideration of $1.

2.4        Koenig and Newick have together agreed on the terms and subject to
           the conditions of the First Loan Agreement to advance to the Company
           in the form of a subordinated loan the sum of $300,000 within 5
           business days after Completion.

2.5        The Executive has granted to CCP an option to purchase Shares
           representing 30 per cent. of the issued share capital of the Company
           at the date of the purchase referred to in clause 2.4 for a
           consideration comprising US$1. This option will become exercisable
           upon the advance to the Company of a further subordinated loan in the
           sum of $1,200,000 in accordance with the terms and conditions of the
           Second Loan Agreement.

2.6        The Parties have agreed to pursue a flotation of the Company on
           EASDAQ or (subject to the approval of CCP and the Purchaser) another
           Recognised Stock Exchange within 18 months of the date of this
           agreement or else as soon as practicable thereafter and to follow the
           Business Plan and the Financial Plan prior to such Flotation. The
           Company has granted to CCP an option to purchase from the Company
           that number of newly issued shares in the Company or its parent equal
           to $2.5 million divided by the Issue Price in connection with any IPO
           and a further option ("Second IPO Option") to purchase from the
           Company an additional 10 per cent. of the outstanding Shares or
           shares in its parent (as enlarged pursuant to the IPO) at a price per
           share equal to 70 per cent. of the Issue Price. The Second IPO Option
           shall lapse upon the exercise of either or both of the options
           referred to in clause 2.7 below.

2.7        Alternatively, the Company will be sold (by way of a Take-over) to or
           merged with or into a company which is already listed on a Recognised
           Stock Exchange. The Company has granted to CCP:- (i) an option,
           exercisable immediately prior to any such transaction, to purchase
           from the Company such number of shares as shall on the date of
           exercise represent 10 per cent. of the issued share capital of the
           Company at a price per share equal to 35 per cent. of the value given
           to such shares for the purpose of the transaction ("relevant value");
           and (ii) an option to purchase from the Company such number of shares
           as shall on the date of exercise represent 5 per cent. of the issued
           share capital of the Company at a price per share equal to 10 per
           cent. of the relevant value. These options shall lapse upon the
           exercise of the Second IPO Option.

3.         CONDITIONS

3.1        The obligations of the Purchaser under this agreement are conditional
           upon:-

3.1.1      CCP, Koenig, Newick and the Purchaser being satisfied with the
           results of their technical, financial, legal and accounting
           investigations into the business and assets of the Company;

3.1.2      the Service Agreement, the Consultancy Agreement and the Loan
           Agreements having been executed by the Parties thereto;


<PAGE>
3.1.3      the Company having effected and there being in force a key man life
           insurance policy covering death, accident and liability in respect of
           the Executive on terms acceptable to CCP and the Purchaser;

3.1.4      the Executive and the Company not being in breach of any of the
           Warranties or any other obligations or undertakings given or made by
           him under the terms of this agreement; and

3.1.5      the Company not having, since the date of this agreement, effected
           any Restricted Transaction without the prior written consent of CCP,
           Koenig, Newick and the Purchaser;

3.2        If any of such conditions are not fulfilled, or waived by CCP,
           Koenig, Newick and the Purchaser, on or before 31 January 2000 (or
           such later date as CCP, Koenig, Newick and the Purchaser may agree)
           then all obligations and liabilities of the Parties under this
           agreement shall cease and determine and no Party shall have any claim
           against the other:-

3.2.1      except insofar as any such conditions shall not have been satisfied
           due to any act or omission by the Executive or the Company, in which
           event any claim by CCP, Koenig, Newick and/or the Purchaser under
           clause 3.3 arising by virtue of such failure shall be preserved; and

3.2.2      save in respect of the provisions of clause 17 and, where the
           condition contained in clause 3.1.5 has not been satisfied (or waived
           by CCP, Koenig, Newick and the Purchaser), clauses 7 and 8.

3.3        The Executive and the Company and (solely in respect of the condition
           contained in clause 3.1.2) CCP, Koenig and Newick shall use their
           best endeavours to procure fulfilment of the above conditions within
           7 business days of the date of this agreement.

3.4        CCP, Koenig, Newick and the Purchaser may at their sole discretion by
           notice in writing to the Executive and the Company waive in whole or
           part any or all of the above conditions.

4.         SALE AND PURCHASE OF THE SALE SHARES

4.1        The Executive shall sell the Sale Shares to the Purchaser or as the
           Purchaser shall otherwise direct and the Purchaser, relying on the
           Warranties and the other obligations of the Executive and the Company
           under this agreement, shall purchase or procure the purchase of the
           Sale Shares. The consideration for the Sale Shares shall comprise the
           sum of $1 payable in cash at Completion.

4.2        The Executive shall sell the Sale Shares with full title guarantee
           free from all liens, charges, security interests, encumbrances and
           adverse claims (and whether or not the Executive knows or could
           reasonably be expected to know about such matters) together with all
           rights now or hereafter attaching to them including all dividends
           declared or payable or distributions made or proposed at any time
           since the date of incorporation of the Company.

4.3        The Executive shall and shall procure that the Initial Investors
           shall irrevocably and unconditionally waive all rights of pre-emption
           or other restrictions on transfer which they may have, whether under
           the certificate of incorporation or bylaws of the Company by contract
           or otherwise, in respect of the transfer to the Purchaser or its
           nominee(s) of the Sale Shares or any of them and all other transfers
           of Shares contemplated to be made by the Executive under or pursuant
           to this agreement including the option referred to in clause 5.1,
           5.2, 5.3 and shall execute and deliver (and procure the execution and
           delivery of) all such deeds of waiver in respect thereof as the
           Purchaser may require. For the avoidance of doubt, this clause does
           not affect the non-dilutable character of the Shares held by the
           Initial Investors until the moment of IPO or Flotation. At such event
           all Shares held by any of the Parties and the Initial Investors shall
           be equally subject to dilution in case of any further issuance of
           Shares.

4.4        The Purchaser shall not be obliged to complete the purchase of some
           only of the Sale Shares unless the purchase of all the Sale Shares is
           completed simultaneously in accordance with the provisions of this
           agreement.

4.5        The Executive undertakes with the Purchaser that, if and for so long
           as he remains the registered holder of any of the Sale Shares after
           Completion, he will hold such Shares and the dividends and other
           distributions of profits or surplus or other assets in respect of
           such Shares and all rights arising out of or in connection with them
           in trust for the Purchaser and will at all times after Completion
           deal with and dispose of such Shares, dividends, distributions and
           rights as the Purchaser shall direct and (if so requested by the
           Purchaser) execute all instruments of proxy or other documents which
           may be necessary or proper to enable the Purchaser to attend and vote
           at any meeting of the Company.

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5.         GRANT OF OPTIONS

5.1        In consideration of CCP entering into this agreement and agreeing to
           arrange the Shareholder Loans and of the payment by CCP to the
           Executive of an option fee of US$1 on the date of this agreement (the
           receipt of which is hereby acknowledged), the Executive grants to CCP
           an option ("Executive Option") to purchase or to procure the purchase
           of such number of Shares from the Executive ("Executive Option
           Shares") as shall represent 30 per cent. of the outstanding shares as
           at the date of completion of the sale and purchase of such Shares
           pursuant to the exercise of the Executive Option on the following
           terms and conditions:-

5.1.1      subject to clause 5.1.3, the Executive Option shall be exercisable
           once only in whole but not in part at any time during the period of 6
           months commencing on the day the Second Loan is advanced to the
           Company by notice in writing to the Executive and the Company and
           such exercise shall be irrevocable. If not exercised in such period,
           the Executive Option shall lapse and become incapable of subsequent
           exercise;

5.1.2      within 5 business days of the date of the notice exercising the
           Executive Option, the Executive shall deliver to CCP or to such
           person as CCP may direct stock powers or other instruments of
           transfer in respect of the Executive Option Shares and duly signed
           stock powers or other instruments of transfer transferring the
           Executive Option Shares to CCP (or to such other persons as they may
           direct) in the proportions notified by CCP. Upon receipt of such
           stock certificates and stock powers, CCP shall pay to the Executive
           the aggregate sum of $1 in full satisfaction of the consideration due
           in respect of the transfer of the Executive Option Shares;

5.1.3      where an agreement is reached pursuant to which the Company will be
           acquired by or merged with or into another company (including by way
           of a Take-over), the Executive shall at completion of that agreement
           grant to CCP an option over his shares in that other company on the
           same terms and with the at least same value as the Executive Option
           (based upon the valuations of the Company and the acquiring company
           for the purposes of the merger or acquisition) and upon the effective
           grant of such new option to the extent that it has not been exercised
           the Executive Option shall lapse.

5.2        In consideration of CCP entering into this agreement and the payment
           by CCP to the Company of the option fee of US$1 on the date of the
           agreement (the receipt of which is hereby acknowledged) referred to
           in clause 5.1, the Company grants to CCP an option ("First IPO
           Option") to purchase that number of Shares equal to $2.5 million
           divided by the Issue Price ("First IPO Option Shares") as part of an
           IPO or Flotation and a further option ("Second IPO Option") to
           purchase that number of Shares equal to 10 per cent. of the
           outstanding Shares (as enlarged by the IPO Shares) ("Second IPO
           Option Shares") as part of the IPO or Flotation at a price per share
           equal to 70 per cent. of the Issue Price on the following terms and
           conditions:-

5.2.1      subject to clause 5.2.3, each of the IPO Options shall be exercisable
           once only in whole or in part at any time during the Investment
           Period (including as part of any IPO) by notice in writing to the
           Company. To the extent not exercised in such period, the IPO Options
           shall lapse and become incapable of subsequent exercise;

5.2.2      if the IPO Options are exercised, on the date of the closing of the
           IPO or admission to listing on a Recognised Stock Exchange the
           Company shall deliver to CCP or to such persons as they may direct
           stock powers or other instruments of transfer in respect of the First
           IPO Option Shares or the Second IPO Option Shares (as the case may
           be) and a certified copy of the Board minutes allotting the relevant
           IPO Option Shares to CCP or to such other persons as it may direct in
           the proportions notified by CCP and register CCP or any persons
           nominated by it as holders of the shares as holders of the relevant
           IPO Shares. Upon receipt of such stock certificates and certified
           copy Board minutes and powers, CCP shall pay to the Company the
           aggregate applicable purchase price determined pursuant to clause 5.2
           in full satisfaction of the consideration in respect of the issue and
           allotment of the relevant IPO Shares; and

5.2.3      where an agreement is reached pursuant to which the Company will be
           acquired by or merged with another company, the Company shall grant
           CCP prior to completion of that agreement grant to CCP options over
           its shares with the at least same value as the IPO Options or deal
           value and upon the effective grant of such new options any
           unexercised IPO Options shall lapse; and

5.2.4      the Second IPO Option shall lapse upon exercise of either or both of
           the Take-over Options;


<PAGE>
5.3        In consideration of CCP entering into this agreement and the payment
           by CCP to the Company of the option fee of US$1 on the date of the
           agreement (the receipt of which is hereby acknowledged) referred to
           in clause 5.1, the Company grants to CCP:- (i) an option, exercisable
           immediately prior to a Take-over or a merger of the Company with or
           into a company which is already listed on a Recognised Stock Exchange
           ("relevant event"), to purchase from the Company such number of
           Shares as shall on the date of exercise represent 10 per cent. of the
           issued share capital of the Company at a price per share equal to 35
           per cent. of the value given to such shares for the purpose of the
           transaction ("relevant value"); and (ii) an option, exercisable
           immediately prior to a relevant event, to purchase from the Company
           such number of Shares as shall on the date of exercise represent a
           further 5 per cent. of the issued share capital of the Company on the
           date of exercise at a price per share equal to 10 per cent. of the
           relevant value. These options ("Take-over Options") shall be granted
           on the following terms and conditions:-

5.3.1      each of them shall be exercisable once only in whole or in part at
           any time between one month and five business days prior to the
           occurrence of a relevant event by notice in writing to the Company
           and such exercise shall be irrevocable. To the extent not exercised
           in such period, the Take-over Options shall lapse and become
           incapable of subsequent exercise;

5.3.2      within 5 business days of the date of the notice exercising a
           Take-over Option (and prior to completion of the transaction giving
           rise to the relevant event), the Company shall deliver to CCP or to
           such persons as they may direct stock powers in respect of the shares
           the subject of the relevant Take-over Option and a certified copy of
           the Board minutes allotting the relevant shares to CCP or to such
           other persons as it may direct in the proportions notified by CCP and
           register CCP or any persons nominated by it as holders of the shares.
           Upon receipt of such stock certificates and certified copy Board
           minutes and powers, CCP shall pay to the Company the aggregate
           applicable purchase price determined pursuant to clause 5.3 in full
           satisfaction of the consideration in respect of the issue and
           allotment of the relevant Shares; and

5.3.3      the Take-over Options shall lapse upon exercise of the Second IPO
           Option.

6.         COMPLETION

6.1        Completion shall take place at the offices of Titmuss Sainer Dechert
           in the UK at 2 Serjeants' Inn, London EC4Y 1LT (or at such other
           place as the Parties may agree) on such date as the Executive and the
           Purchaser may agree but in any event not later than 72 hours after
           the conditions set out in clause 3.1 have been fulfilled, or waived
           as provided in clause 3.4, when each of the Parties shall (so far as
           it is within his or its powers so to do) take or cause the following
           steps to be taken and, to the extent necessary, to be sanctioned by
           the Board and/or the shareholder of the Company (as appropriate):-

6.1.1      the Executive shall deliver to the Purchaser the stock certificates
           and duly signed stock powers or other instruments of transfer
           relating to the transfer of the Sale Shares to the Purchaser;

6.1.2      the Purchaser shall pay to the Executive the aggregate sum of $1 in
           consideration of the transfer of the Sale Shares;

6.1.3      the Company shall register the Purchaser or such persons as the
           Purchaser may direct as holders of the Sale Shares and issue new
           stock certificates to the Purchaser or as it may direct in respect of
           the Sale Shares;

6.1.4      the Company shall adopt the Business Plan and the Financial Plan;

6.1.5      the Company shall appoint the CCP Director as provided by clause 9;

6.1.6      the Company shall deliver to the Purchaser and the Purchaser shall
           deliver to the Company duly executed copies of the Consultancy
           Agreement;

6.1.7      the Company shall deliver to the Purchaser copies of the Service
           Agreement duly executed by the Company and the Executive;

6.1.8      the Company shall deliver to CCP, Koenig and Newick and CCP, Koenig
           and Newick shall deliver to the Company duly executed copies of the
           Loan Agreements and CCP shall advance to the Company the First Loan
           in accordance with the terms of the First Loan Agreement;

6.1.9      the Company shall adopt the Revised Bylaws and revise its certificate
           of incorporation by incorporating the restricted transactions set out
           in the third schedule to this agreement as transactions which cannot
           be conducted by the Company without the unanimous consent of the
           Board, or, insofar as the transactions set out in the third schedule
           are resolutions to be passed by the shareholders, without the consent
           of at least 75% of the shareholders;
<PAGE>
6.1.10     the Company shall pay to CCP the arrangement fee of $7,500 referred
           to in clause 12.3.1 and the fifth schedule in respect of the First
           Loan and the arrangement fee 2,5 per cent. of the principal amount of
           the Second Loan Agreement, referred to in clause 12.3.2 and the sixth
           schedule;

6.1.11     deeds of waiver of pre-emption rights in relation to the issues and
           transfers of shares contemplated in this agreement in a form
           satisfactory to the Purchaser duly executed by each of the Initial
           Investors, such deeds to include confirmation by the Initial
           Investors that they will cooperate with the other Parties in relation
           to any Take-over or Flotation and that they have read and consent to
           the terms of this agreement.

6.2        If any of the Parties (other than the Purchaser, CCP, Koenig and/or
           Newick) shall fail to perform on or before the date due for
           Completion any of the obligations which this agreement requires it or
           him to perform on or by that date, the Purchaser, CCP, Koenig and/or
           Newick (as the case may be) shall in addition to and without
           prejudice to any other remedies that they may have be entitled to:-

6.2.1      defer Completion to a date not more than 14 days following the date
           on which Completion should have taken place (and so that the
           provisions of this clause shall apply to Completion as so deferred);
           or

6.2.2      proceed to Completion so far as is practicable; or

6.2.3      rescind this agreement.

7.         WARRANTIES

7.1        In consideration of CCP, Koenig, Newick and the Purchaser, CCP,
           Koenig and Newick entering into this agreement and the Loan
           Agreements and the payment by CCP of the option fee referred to in
           clause 5.1, the Executive and the Company represent and warrant to
           CCP, Koenig, Newick and the Purchaser that, save only as and to the
           extent fully and fairly disclosed to CCP, Koenig, Newick and the
           Purchaser in this agreement or in the Disclosure Letter, each of the
           Warranties is now true and accurate and will continue to be true and
           accurate on each day from now up to and including Completion as if
           repeated on each such day with reference to the facts which shall
           then exist and the rights and remedies of CCP, Koenig, Newick and the
           Purchaser in respect of the Warranties are not to be affected or
           limited by any previous or other disclosures, express or implied, to,
           or any investigations carried out by, CCP, Koenig, Newick, the
           Purchaser their officers, representatives and professional advisers,
           by the sale of the Sale Shares or by CCP, Koenig, Newick or the
           Purchaser failing to terminate or rescind this agreement, or by any
           other matter whatsoever, except a specific and duly authorised
           written waiver or release by CCP, Koenig, Newick and the Purchaser.

7.2        The Executive and the Company will forthwith notify (in writing) CCP,
           Koenig, Newick and the Purchaser of any matter or thing which may
           arise or become known to him after the date of this agreement
           (whether or not prior to Completion) which renders any of the
           Warranties untrue, inaccurate or misleading in any respect by
           reference to the facts existing at that time or if he becomes aware
           of any circumstances which would, or would be likely to, cause any of
           the Warranties to become untrue, inaccurate or misleading. Any matter
           or thing so notified shall not be and shall not be deemed to be a
           disclosure for the purpose of qualifying or limiting the liability of
           the Executive or the Company pursuant to this agreement.

7.3.1      The following provisions of this clause 7.3 shall operate to limit
           the liability of the Executive and the Company pursuant to the
           Warranties and references to "breach", "claim" and "liability" (and
           any similar expression) shall, unless the context otherwise requires,
           be references to a breach of or a claim or liability arising pursuant
           to the Warranties notwithstanding any other provisions contained in
           this agreement.

7.3.2      No claim shall be made unless the Executive and the Company shall
           have been given written notice by or on behalf of CCP, Koenig, Newick
           or the Purchaser of that claim (in the case of a liability relating
           to a matter other than Taxation or a Warranty in Sections 3 and 15)
           during the Investment Period or (in the case of a liability relating
           to Taxation) prior to the seventh anniversary of Completion together
           with reasonable written details of the specific matter and amount in
           respect of which a claim is made.


<PAGE>
7.3.3      If the Executive or the Company shall be unable to satisfy his or its
           liability under the Warranties by payment in cash, CCP, Koenig,
           Newick or the Purchaser shall be entitled to require him or it to do
           so by written notice requiring him or it to transfer and/or to
           procure the transfer of such number of Shares (in addition to the
           Sale Shares and the Option Shares) as shall have an aggregate value
           equal to the amount of such liability. For the purposes of the prior
           sentence, the value of the Shares to be transferred shall be the
           value (taking into account the effect of the breach in determining
           the value) as agreed between the Parties or, failing agreement, as
           the Auditors shall state in writing to be their opinion of a fair
           value thereof. In arriving at such opinion the Auditors shall assume
           a sale between a willing vendor and a willing purchaser on the
           relevant date taking into account (if such be the case) any bona fide
           offer received from any person not being a shareholder to purchase
           the Shares or any of them. In producing such statement the Auditors
           shall be deemed to be acting as experts and their decision shall be
           final and binding upon the Parties.

7.3.4      If CCP, Koenig, Newick or the Purchaser makes a claim against the
           Executive under Clause 7.1, the Executive shall not have or pursue
           any claim or third party action to join in, claim against, seek a
           contribution from or otherwise claim or seek damages or compensation
           from the Company in respect of any such claim and the Executive and
           the Company hereby confirm to CCP, Koenig, Newick and the Purchaser
           that the Company has not entered into any indemnity or other
           agreement or arrangement concerning the liability of the Executive or
           the Company for any breach of the Warranties or any other provision
           of this agreement.

7.3.5      Where notice of a claim is given to the Executive and/or the Company
           (in accordance with clause 7.3.2), no legal proceedings may be
           commenced in respect of that claim until one month after the date of
           notification. During such one month period the relevant Parties shall
           attempt in good faith to settle the claim between themselves or else
           to agree upon an independent arbitration procedure for the claim.

7.4        Each of the Warranties, covenants, indemnities and undertakings set
           out in this agreement is separate and independent.

7.5        If the Company shall not have achieved a market value of $6 million
           at any time within the one year period commencing the day after
           Completion, the Executive shall be deemed to have served a Transfer
           Notice transferring or procuring the transfer to CCP (or to such
           other persons as they may direct) in such proportions as they shall
           direct of such number of Shares as shall equate to 21 per cent of the
           issued share capital of the Company at the date of such Transfer
           Notice ("Forfeit Shares") for an aggregate consideration of $1. For
           the avoidance of doubt, if the Company shall have achieved a market
           value of $6 million or more at any time within the one year period
           commencing the day after Completion, the Executive shall not be
           deemed to have served a Transfer Notice pursuant to this clause. For
           the purposes of this clause, the "market value" of the Company shall
           be: (i) based upon the highest price paid in an arms length sale or
           the subject of a bona fide arms length offer during the Relevant
           Period for a minimum of 10 per cent. of the issued share capital of
           the Company; or (ii) where no such sale or offer takes place within
           the Relevant Period, the Transfer Value of the Company (referred to
           in clause 7.3.3) as determined by the Auditors based upon an arms
           length sale of 10 per cent. of the issued share capital of the
           Company. The Auditors shall be deemed to be acting as experts and
           their decision shall be final and binding upon the Parties.

8.         BREACH OF WARRANTY

8.1        Without restricting the rights or the ability of CCP, Koenig, Newick
           or the Purchaser to claim damages on any basis if it shall be found
           that any matter which is the subject of any of the Warranties is not
           as represented, warranted or undertaken then, if CCP, Koenig, Newick
           and/or the Purchaser (as appropriate) shall so elect by notice in
           writing to the Executive or the Company, the Executive or the Company
           (as the case may be) shall on demand pay to CCP, Koenig, Newick
           and/or the Purchaser (as appropriate):-

8.1.1      a sum equal to the Relevant Proportion of the amount by which the
           value (or amount) at Completion of any asset or liability of the
           Company (computed for this purpose on the basis that full provision
           was made for the facts and circumstances in relation to which such
           breach arose) was less or, in the case of a liability, greater than
           the value (or amount) at Completion of such asset or liability
           (computed for this purpose on the assumption that the facts and
           circumstances had been such as to involve no such breach); and

8.1.2      all costs and expenses incurred by CCP, Koenig, Newick and/or the
           Purchaser as a result of such breach, together with such other
           amounts as shall be required to compensate them for any other loss or
           damage which they shall have suffered.
<PAGE>
8.2        The Executive and the Company will forthwith notify (in writing) CCP,
           Koenig, Newick and the Purchaser of any matter or thing which may
           arise or become known to either of them after the date of this
           agreement (whether or not prior to Completion) which is inconsistent
           with any of the Warranties or which is or may reasonably be
           anticipated to be material to be known by a purchaser for value of
           the Sale Shares. Any matter or thing so notified shall not be and
           shall not be deemed to be a disclosure for the purpose of qualifying
           or limiting the liability of the Executive or the Company pursuant to
           this agreement.

8.3        If CCP, Koenig, Newick or the Purchaser becomes aware (whether as a
           consequence of any notification made by the Executive or the Company
           or otherwise) of any breach of the Warranties, then CCP, Koenig,
           Newick or the Purchaser (as appropriate) may rescind this agreement
           by giving notice in writing to the other Parties to that effect.

9.         CCP DIRECTOR

9.1        CCP shall be entitled during the Investment Period and for a period
           of twelve months thereafter to appoint one person to be Director and
           to remove such Director and to appoint another person in his place as
           necessary, by notice in writing to the Company which shall take
           effect at the time it is served on the Company.

9.2        A CCP Director shall:-

9.2.1      (notwithstanding any provision from time to time of the Company) not
           be required to hold any share qualification, shall not be subject to
           retirement by rotation, may appoint any other person to be his
           alternate director and may only be removed by CCP;

9.2.2      be entitled to disclose to CCP such information regarding the Company
           as he shall in his absolute discretion determine; and

9.2.3      be entitled to be reimbursed by the Company for all expenses
           reasonably incurred by him in connection with the performance of his
           duties as a CCP Director.

9.3        At any meeting of the Company at which a resolution is proposed by
           CCP to appoint or remove a CCP Director, the Executive hereby agrees
           to vote in favour of any such appointment or removal.

9.4        Except as expressly provided under this agreement or as contemplated
           in the Business Plan, the number of Directors shall not exceed 5 at
           any time during the Investment Period except with the prior written
           consent of CCP.

10.        BUSINESS OF THE COMPANY

10.1       The Executive and the Company covenant and undertake to CCP, Koenig,
           Newick and the Purchaser that during the Investment Period, save with
           the prior written consent of CCP, Koenig, Newick and the Purchaser,
           any expansion, development or evolution of the Company's business or
           any part thereof (whether to be conducted as part of or in connection
           with such main business or ancillary to it) will only be effected
           through the Company or a wholly owned subsidiary of the Company.

10.2       The Executive undertakes to and covenants with CCP, Koenig, Newick
           and the Purchaser that (subject to all applicable legal requirements)
           he will exercise his votes as director and/or shareholder in the
           Company so as to procure so far as he is able, and the Company agrees
           to ensure, that during the Investment Period, save with the prior
           written consent of CCP, Koenig, Newick and the Purchaser, the Company
           does not carry out or agree (whether conditionally or
           unconditionally) to carry out any Restricted Transaction. The Company
           shall endeavor its best efforts to alter its certificate of
           incorporation to reflect this on or prior to Completion, or in any
           case no later than 30 days thereafter.

10.3       Each of the Parties agrees that at all times during the Investment
           Period it shall fully and punctually perform and comply with all
           obligations on its part under the Revised Bylaws and it is agreed
           that each provision of the Revised Bylaws shall be enforceable by the
           Parties between themselves in whatever capacity.

10.4.1     At Completion, the Company shall and the other Parties shall ensure
           in so far as they are able that the Company shall adopt the Business
           Plan (incorporating the Financial Plan).

10.4.2     The Parties agree that during the Investment Period: (i) the Company
           shall pursue the Business Plan; (ii) no material action shall be
           taken by the Company except as expressly contemplated in the Business
           Plan; and (iii) no expenditure shall be incurred by the Company
           except as expressly contemplated in the Financial Plan; in each case
           except as approved by the CCP Director (who shall act in good faith
           in the interests of the Company).
<PAGE>
10.4.3     The Business Plan may be altered at any time with the prior agreement
           of all the Directors but may not otherwise be altered.

10.5       The Company undertakes to CCP, Koenig, Newick and to the Purchaser
           that it shall keep in force key man insurance policy in respect of
           the Executive for so long as he is a director or employee of the
           Company.

11.        REPORTING

11.1       The Company and the Executive agree that during the Investment Period
           the Company shall provide to CCP, Koenig, Newick and to the Purchaser
           in relation to the Company:-

11.1.1     audited accounts and an annual report of the Company within four
           months (or such longer period as CCP, Koenig, Newick and the
           Purchaser may agree) of the end of the accounting period to which
           they relate as soon as reasonably practicable at the end of each
           accounting period in accordance with US GAAP and such accounts shall
           be laid before the Company in general meeting no later than five
           months after the relevant accounting reference date;

11.1.2     such financial and other information about the Company as CCP,
           Koenig, Newick and the Purchaser may from time to time reasonably
           require;

11.1.3     within three weeks of the end of each calendar month management
           accounts in a format agreed with CCP, Koenig, Newick and the
           Purchaser and containing profit and loss account, balance sheet, cash
           flow forecast for the next calendar month and provide a comparison
           between budgeted and actual results together with a report on any
           significant variations between such results and a report on the
           Company's performance by the Executive;

11.1.4     proofs for approval of all notices of meeting (other than notices of
           annual general meetings containing notice of routine business only)
           reports, announcements or other documents (other than statutory
           accounts) proposed to be sent to holders of any securities of the
           Company.

11.1.5     all notices, reports, announcements or other documents at the same
           time as they are sent to the holders of any securities of the Company
           and copies of all resolutions passed by the holders of securities of
           the Company within 14 days of such resolution being passed;

11.1.6     any proposed public announcement in relation to CCP, Koenig, Newick
           and/or the Purchaser and no such announcement shall be made without
           the prior approval of CCP, Koenig, Newick and/or the Purchaser (as
           appropriate) unless required by law or other regulatory requirements;

11.1.7     copies of documents relating to transactions which are or may be
           material to the business of the Company;

11.1.8     as soon as they are available, full details of any material adverse
           change in the financial position or prospects of the Company; and

11.1.9     as soon as it or he become aware of the same, inform CCP, Koenig,
           Newick and the Purchaser of any general offer proposed to be made to
           shareholders of the Company or any discussions likely to lead to the
           same and any material litigation which may be made or threatened by
           or against the Company or any circumstance likely to give rise to the
           same.

11.2       The Company and the Executive agree with CCP, Koenig, Newick and the
           Purchaser that:-

11.2.1     all the business of the Company (other than day to day business)
           shall be carried on by the Board and a meeting of the Board shall be
           convened and held at least once in every calendar month;

11.2.2     unless the CCP Director agrees otherwise in relation to any
           particular meeting, Board meetings shall be convened by not less than
           7 clear business days notice given to all directors at the addresses
           which they shall have supplied to the Company for the purpose of such
           notice;

11.2.3     notice of all Board meetings shall be accompanied by a written agenda
           specifying the business of such meeting and copies of all papers that
           shall be relevant for such meeting and only the business so specified
           may be transacted at such meeting save where (in an emergency) the
           interests of the Company dictate otherwise or where the CCP Director
           shall otherwise agree and as soon as practicable after each such
           meeting a copy of the minutes of the meeting shall be sent to the CCP
           Director.


<PAGE>
11.3       CCP, Koenig, Newick and the Purchaser shall be entitled to examine
           all books and accounts of the Company.

12.        EXTERNAL FUNDING

12.1       Following Completion, the initial external funding of the Company
           shall be provided by way of the First Loan.

12.2       If during the Investment Period additional external funding
           ("Additional Funding") is required by the Company, then if so
           approved by CCP:-

12.2.1     to the extent that CCP so elects, the Additional Funding shall first
           be provided:-

12.2.1.1   by advances under the Second Loan Agreement and in the form of
           consideration payable to the Company pursuant to the exercise of any
           of the options referred to in this agreement; and/or

12.2.1.2   to the extent that the amount of the required Additional Funding
           exceeds the principal sum of the Second Loan Agreement, by way of
           funding on commercial terms agreeable to the Board provided or
           procured by CCP; or

12.2.2     to the extent that CCP do not elect to provide or procure the
           provision of the Additional Funding pursuant to clause 12.2.1 within
           20 business days ("Funding Period") of receipt by CCP from the Board
           of a written request for the Additional Funding (setting out in
           reasonable detail the purpose for which the Additional Funding is
           required), the Company shall be entitled to raise the Additional
           Funding:-

12.2.2.1   from the other shareholders of the Company (and their Associates) on
           terms no more favourable than those offered under clause 12.2.1.2; or

12.2.2.2   from third parties (excluding shareholders of the Company and their
           Associates) on reasonable commercial terms acceptable to all those
           Directors present at a meeting of the Board duly convened and held;
           provided that the percentage shareholding in the Company represented
           by Sale Shares (and any other Shares then owned by CCP or the
           Purchaser or their Associates) shall not in any way be reduced
           (ignoring for this purpose any increase in such percentage as a
           result of funding provided to the Company by such shareholders under
           this clause 12.2) as a result of any such funding.

12.3       The Company shall pay arrangement fees as follows:-

12.3.1     to CCP in respect of the First Loan, a fee of 2.5 per cent. of the
           principal amount of the loan, being $7,500, payable at Completion;

12.3.2     to CCP a total fee of US$30,000, in each case in respect of the
           Second Loan and payable at the grant of the Second Loan, subject to
           the terms of the Second; and

12.3.3     to CCP, in respect of an IPO, 2.5 per cent. of the aggregate total
           gross proceeds to the Company from such IPO payable within 3 business
           days of an IPO (or, in the case of a Take-over, 2.5 per cent. of the
           valuation of the Company for the purposes of such Take-over (which
           valuation shall, in the case of disagreement, be confirmed by the
           Auditors).

12.4.1     Subject to clause 12.4.2, at Completion, the Company shall deliver to
           a Dutch civil law notary nominated by CCP, Koenig and Newick the
           source codes for all the bespoke computer software used in the
           Company's business as security for the obligations of the Company
           under the Loan Agreements. The source codes may at any time be
           transferred to such other agent as CCP, Koenig, Newick and the
           Company may agree. The Dutch notary and such or other agreed agent
           ("Escrow Agent") shall hold the source codes in escrow on behalf of
           CCP, Koenig and Newick on the following terms:-

12.4.1.1   the source codes shall be released to CCP upon receipt by the Escrow
           Agent from CCP of a written direction to do so; CCP shall only be
           entitled to issue such direction where the Company is in material
           breach of either of the Loan Agreements where any failure of the
           Company to pay any interest or principal when due will constitute a
           material breach;

12.4.1.2   subject to clause 12.4.1.1, the source codes shall be released to the
           Company upon receipt by the Escrow Agent from CCP of a written
           direction to do so; CCP shall issue such direction once the Company's
           obligations under the Loan Agreements have been satisfied in full;

12.4.1.3   the fees and expenses of the Escrow Agent shall be borne by the
           Company.


<PAGE>
12.4.2     At the date of this agreement, the Company is in the process of
           negotiating the acquisition of the source codes referred to in clause
           12.4.1. If (because the Company does not then own the source codes or
           for any other reason) the Company is not able to deposit the source
           codes with the Escrow Agent at Completion then it shall use its best
           endeavours to ensure that it does so as reasonably practicable
           thereafter.

13.        EXIT PROVISIONS

13.1       If , at any time during the Investment Period, the Executive whishes
           to sell or dispose of his Shares to another party ("the Proposed
           Transferee"), he shall not be able to consummate such sale unless the
           following conditions have been complied with: (a) he shall have first
           given CCP and the Purchaser or their assigns, pro rata to their
           shareholdings in the Company, the right to purchase the Shares being
           offered by the Executive upon the same terms and conditions that he
           is willing to offer them to the Proposed Transferee and (b) in the
           event that CCP and/or the Purchaser whish to exercise such right of
           first refusal, the Executive shall have given CCP and Purchaser or
           their assigns the opportunity to sell the same proportion of their
           Shares as the Executive is willing to sell to the Proposed Transferee
           and upon the same terms and conditions. If CCP and/or Purchaser have
           not exercised either their right of first refusal or their right to
           sell their Shares along with the sale of the Shares of Executive, the
           Executive will be permitted to consummate the proposed sale but on
           terms no more favorable to the Proposed Transferee than those first
           proposed.

14.        EXECUTIVE UNDERTAKINGS

14.1       The Executive undertakes to the Company, CCP, Koenig, Newick and the
           Purchaser that during the Investment Period save with the prior
           written consent of CCP, Koenig, Newick, the Purchaser and the Company
           (such consent not to be unreasonably withheld):-

14.1.1     he will during normal business hours and such other hours as may be
           required under his Service agreement devote his full time and
           attention to the business of the Company and shall not hold any other
           office or appointment nor be concerned with any other business
           whether or not in competition with any business carried on by the
           Company; and

14.1.2     he will not transfer Shares: (i) to the extent that following such
           transfer he holds less Shares than the number of Forfeit Shares
           (except where the Forfeit Shares have been transferred to CCP
           pursuant to clause 7.5) and the Executive Option Shares (except where
           the Executive Option Shares have been transferred to CCP pursuant to
           the exercise of the Executive Option); or (ii) otherwise than in
           accordance clause 18 of this agreement and any relevant provisions of
           the Revised Bylaws.

14.2       If during the Investment Period the Executive ceases to be a director
           or employee of the Company (except as a result of his death, serious
           illness or unlawful dismissal) then unless CCP and the Purchaser
           otherwise agree a Transfer Notice shall be deemed to be served with
           effect from the expiry of a period of 30 days of such cessation in
           respect of 50 per cent. of the Shares of which the Executive and/or
           his Permitted Transferees are the registered holders as at the date
           of such Transfer Notice. The Transfer Price for the purpose of any
           transfer of such Shares pursuant to such Transfer Notice shall be
           equal to 50 per cent. of the market value of the Shares as agreed
           between the relevant Parties or (in the absence of agreement)
           determined by the Auditors.

14.3       The Company shall procure that provisions equivalent to those
           contained in clause 14.1.1 shall apply to any director (other than
           any CCP Director) who may be appointed in place of the Executive.

14.4       The Executive represents and warrants to CCP, Koenig, Newick and to
           the Purchaser that:-

14.4.1     he is not subject to any legally enforceable obligation (express,
           implied, statutory, contractual or otherwise) or subject to any duty
           which would or is likely to:-

14.4.1.1   prevent and/or restrict him from being engaged, concerned or
           interested in any capacity in any part of the business of the
           Company, unless this would be in the best interest of the Company;

14.4.1.2   prevent and/or restrict the Company from doing business with any
           person, firm or company with which it might otherwise do business;

14.4.1.3   require him or any other person to give any account of profits or
           render him or any other person liable in damages; or


<PAGE>
14.4.1.4   adversely affect the implementation of this agreement and/or the
           Business Plan; and

14.4.2     the Disclosure Letter contains full details of all legally
           enforceable obligations undertaken by the Executive to his previous
           employer and its subsidiary, associated or holding companies which
           might operate to restrict his business activities, whether before or
           after the cessation of his employment, by any such company and of any
           legal advice obtained by him in relation to such arrangements and
           their application to the business activities of the Company as
           previously carried on or as envisaged by this agreement and/or the
           Business Plan.

15.        RESTRICTIONS ON THE EXECUTIVE

15.1       In this clause:-

           "Business" means the existing business of the Company as carried out
           at the date of this agreement and the proposed business of the
           Company as described in the Business Plan;

           "directly or indirectly" means (without prejudice to the generality
           of the expression) either alone or jointly or in partnership with any
           other person, firm or company or (except as the holder for investment
           purposes only of securities in any company not exceeding 3 per cent
           in nominal value of the securities of that class in issue or shares)
           as the holder of any interest in or as an employee director agent or
           representative of or consultant to any other person firm or company;
           and

           "Restriction Period" means the Investment Period;

15.2       The Executive undertakes to CCP, the Purchaser, Koenig, Newick and
           the Company that he will not (other than for and on behalf of the
           Company) without the prior written consent of CCP, Koenig, Newick and
           the Purchaser directly or indirectly:-

15.2.1     at any time during the Restriction Period offer employment to or
           employ or offer or conclude any contract for services with any person
           who at any time during the Restriction Period shall have been a
           director, employee, consultant or agent of the Company entitled to
           emoluments (including commission if any) exceeding the annual rate of
           $25,000 ("Senior Employee"); or

15.2.2     at any time during the Restriction Period knowingly assist any
           competitor of the Company to a material extent in carrying on or
           developing any business which may in any way be the same as or
           similar to or in competition with the Business; or

15.2.3     at any time during the Restriction Period seek to contract with or
           engage any person who has been contracted with or engaged to
           manufacture, assemble, supply or deliver products or services to the
           Company at any time during the Restriction Period or the period of 12
           months prior to the date of this agreement; or

15.2.4     at any time solicit or entice or endeavour to entice any Senior
           Employee of the Company away from the Company; or

15.2.5     at any time entice or endeavour to entice any person to breach his
           contract for services with the Company; or

15.2.6     except as required by law at any time disclose to any person or use
           for his own benefit (or that of any other person) any information or
           know-how of a confidential nature concerning and relating to the
           goodwill of the Company including (without limitation) information
           and know-how as to products, processes, techniques, suppliers,
           customers, finances, business policy and expansion or forward
           planning programmes; or

15.2.7     at any time falsely represent himself as being connected with or
           interested in the Company; or

15.2.8     except as required by law at any time do or say anything likely or
           calculated to lead any person, firm or company to withdraw from or
           cease to continue offering to the Company any rights (whether of
           purchase, sale, distribution, agency or otherwise) then enjoyed by it
           or in any other way to cease to do business or reduce the amount of
           business it transacts with any shareholder of the Company; or

15.2.9     at any time carry on a business under the name "Global Information
           Group" or any part combination or abbreviation thereof or any similar
           or other name likely to confuse or mislead any part of the public.

15.3       The Executive acknowledges and agrees with CCP, Koenig, Newick and
           the Purchaser that:-

15.3.1     each of the sub-clauses contained in clause 15.2 constitutes an
           entirely separate severable and independent covenant by and
           restriction on him;


<PAGE>
15.3.2     the duration, extent and application of each of the restrictions
           contained in clause 15.2 are no greater than is necessary for the
           protection of the goodwill and trade connections of the Business and
           the value of the Company; and

15.3.3     if any restriction contained in clause 15.2 shall be found void but
           would be valid if some part thereof were deleted such restriction
           shall apply with any such deletion as may be necessary to make it
           valid and effective.

16.        FURTHER SHAREHOLDERS

16.1       Subject to clauses 12, 16.2 and 18.5, no allotment or transfer of any
           Shares shall be made or registered other than in accordance with
           clause 18 of this agreement and the Revised Bylaws nor until the
           proposed allottee or transferee (if not already bound by the terms of
           this agreement) has entered into a Deed of Adherence.

16.2       Within 6 months following Completion (or such longer period as CCP
           shall determine) the Company shall establish an executive share
           option scheme ("Scheme") for its executive directors and senior
           employees. The terms of the Scheme shall be determined by the Board.
           The Company shall issue such number of Shares to the Purchaser (or as
           it may direct) so as to ensure that the percentage shareholdings
           represented by the Sale Shares shall not in any way be reduced as a
           result of the issue of new shares in the Company under the Scheme.

17.        ISSUES OF SHARES

17.1       Notwithstanding anything to the contrary in this agreement or the
           Revised Bylaws, no unissued Share may be issued without the consent
           in writing of at least 75% of the shareholders of the Company.

17.2.1     Notwithstanding anything to the contrary in this agreement or the
           Revised Bylaws but subject to clause 17.1 all unissued shares shall,
           before sale or issue to any person on any terms, be offered on no
           less favourable terms first to the holders of shares in the Company
           in the following manner:-

17.2.1.1   the offer shall be by notice in writing and shall specify the number
           and class of shares which the Company desires to issue ("Offer
           Shares") and the proposed terms of the issue of the shares and shall
           invite each shareholder of the Company to apply in writing within
           such period ("Offer Period") as shall be specified in the notice
           (being a period expiring not less than 21 days from the date of the
           notice) for such maximum number of the Offer Shares as he wishes to
           take and to submit his remittance for the full amount payable in
           respect of the shares applied for;

17.2.1.2   the Offer Shares (or so many of them as shall have been applied for)
           shall be allotted on the same terms to and amongst the shareholders
           of the Company who have applied for them and who have submitted the
           full remittance in respect of the shares applied for on the earlier
           of:-

17.2.1.2.1 the date of expiration of the Offer Period; or

17.2.1.2.2 the date the Company receives notice in writing of the application
           for or refusal of the Offer Shares from every shareholder of the
           Company;

17.2.1.3   the Directors shall allocate the Offer Shares to and amongst the
           applying shareholders of the Company according to the number of Offer
           Shares applied for by each of such applying shareholders or, if the
           number of shares applied for exceeds the number of Offer Shares, on
           the basis that each such applying shareholder shall be allocated the
           number of Offer Shares applied for by him up to the proportion (as
           nearly as practicable) of the Offer Shares which the nominal value of
           shares of whatever class held by each of them respectively bears to
           the nominal value of the shares held by all such applying
           shareholders. If any Offer Shares remain unallocated they shall be
           allocated to and amongst those applying shareholders whose
           applications have not been satisfied in full in the proportion (as
           nearly as practicable) which the number of Offer Shares originally
           applied for by each such applying shareholder less the number of
           Offer Shares already allocated to him bears to the total number of
           Offer Shares originally applied for by all such applying shareholders
           less the number of Offer Shares already allocated to them;

17.2.1.4   if any shareholder of the Company is allotted fewer shares than he
           has applied for, then the balance of the amount remitted by him shall
           be returned to him (without interest) on the date the shares are
           allotted to him;

17.2.1.5   no shareholder shall be obliged to take more than the maximum number
           of shares applied for by him;


<PAGE>
17.2.2     The Directors may dispose of any unissued shares not applied for by
           the shareholders of the Company or which, by reason of any other
           difficulty in apportioning the same, cannot in the opinion of the
           directors be conveniently allotted under this clause 16.4 at a price
           and on terms no more favourable than those at which the shares were
           initially offered to the shareholders.

18.        ANNOUNCEMENTS

           Neither the Company nor the Executive shall (otherwise than as
           required by law make any announcement or divulge any information
           concerning each of CCP's, the Purchaser's, Koenig's and/or Newick's
           involvement in the Company or the terms of the agreement without the
           prior consent in writing of CCP, the Purchaser, Koenig and Newick.

19.        GENERAL

19.1       Nothing in this agreement or in any document referred to in it shall
           constitute or be deemed to constitute a partnership or agency
           relationship between any of the Parties, nor (save as expressly
           provided herein) shall the execution, completion and implementation
           of this agreement confer on any Party any power to bind or impose any
           obligations on any other Party or to pledge the credit of any other
           Party or to create any fiduciary relationship with any other Party.

19.2       This agreement together with the Revised Bylaws and any other
           documents which this agreement expressly requires shall be signed as
           executed shall constitute the entire understanding and agreement
           between the Parties in relation to the subject matter of this
           agreement, expressly exclude any warranty, condition or other
           undertaking implied at law or by custom and supersede all previous
           agreements and understandings between the Parties with respect
           thereto and each of the Parties acknowledges and confirms that it
           does not enter into this agreement in reliance on any representation,
           warranty or other undertaking not fully reflected in the terms of
           this agreement, the Revised Bylaws or any other document which this
           agreement expressly requires shall be signed as executed.

19.3       Any variation of this agreement shall be binding only if it is
           recorded in a document signed by or on behalf of the Parties.

19.4       The Executive may not assign or delegate any of his rights or
           obligations under this agreement or any of the documents which this
           agreement expressly requires to be signed or executed in whole or in
           part (otherwise than pursuant to a transfer of Shares in accordance
           in all respects with the provisions and requirements of this
           agreement and of the Revised Bylaws). Notwithstanding anything to the
           contrary contained in the Revised Bylaws, each of CCP, Koenig, Newick
           and the Purchaser shall be free to assign any of its rights or
           obligations under this agreement or any of the documents which this
           agreement expressly requires to be signed or executed in whole or in
           part.

19.5       Any right or remedy of the Parties in respect of a breach of any
           provision of this agreement shall be in addition and without
           prejudice to all other rights and remedies of the Parties and no
           failure to exercise or delay in exercising or enforcing any right or
           remedy shall constitute a waiver by that Party of that or any of its
           other rights or remedies and no single or partial exercise or
           enforcement of any right or remedy shall preclude or restrict the
           further exercise or enforcement of any such right or remedy.

19.6       In the event of any conflict between the Revised Bylaws and this
           agreement, CCP, Koenig, Newick, the Purchaser and the Executive agree
           to consent to the holding of a general meeting of the Company on
           short notice at which a resolution in a form prepared by the Company
           and approved by CCP, Koenig, Newick and the Purchaser (such approval
           not to be unreasonably withheld or delayed) is proposed to amend the
           Bylaws so that they do not conflict with this agreement and pending
           the passing of such resolution the Executive and CCP, Koenig, Newick
           and the Purchaser agree that the terms of this agreement shall
           prevail so as to govern the exercise by the Executive and CCP and the
           Purchaser of their respective rights as shareholders in the Company.

19.7       If any of the provisions of this agreement are held to be invalid,
           illegal or unenforceable in any respect under any law, the validity
           legality or enforceability of the remainder of this agreement shall
           not be affected.


<PAGE>
19.8       The Parties shall and shall use all reasonable endeavours to procure
           that any necessary third party shall do, execute and perform all such
           further deeds, documents, assurances, acts and things as may be
           reasonably required to give effect to this agreement including,
           without limitation, calling meetings of shareholders of the Company,
           the Board and voting at all such meetings in favour of all
           resolutions remaining if desirable for such purpose and the signing
           of all waivers of pre-emption rights which any Shareholder may have
           in relation to the issue of transfer of Shares.

19.9       Each of the obligations, representations, warranties, indemnities and
           undertakings entered into or made by or on behalf of any of the
           Parties (excluding any obligation fully performed at Completion)
           shall continue in full force and effect notwithstanding Completion
           taking place.

19.10      This agreement may be executed in any number of counterparts and by
           the different Parties on separate counterparts, each of which when
           executed and delivered shall constitute an original, but all the
           counterparts together shall constitute one and the same agreement.

20.        COMMUNICATIONS

20.1       All communications between the Parties with respect to this agreement
           shall be in writing and delivered by hand or sent by pre-paid post
           (first class if inland, airmail if overseas) or facsimile telecopier
           ("fax") to the address of the addressee as set out in this agreement,
           or to such other address or fax number as the addressee may from time
           to time have notified for the purposes of this clause.

20.2       All communications to be sent to CCP and/or the Purchaser and/or
           Koenig and/or Newick shall be sent to the person whose name is given
           in clause 19.4 ("Representative") and each of CCP and the Purchaser
           and Koenig and Newick agrees that any communication received by the
           Representative shall be deemed to be communication to each of them.

20.3       Communications shall be deemed to have been received:-

20.3.1     if delivered by hand, on the day of delivery;

20.3.2     if sent by first class post, two business days after posting
           exclusive of the day of posting (or five business days in the case of
           a posting to an address outside the United Kingdom);

20.3.3     if sent by fax at the time of transmission or, if the time of
           transmission is not during the addressee's normal business hours, at
           9.30 am on the next business day.

20.4       Communications addressed to the Company shall be marked for the
           attention of the Directors and communications addressed to CCP and/or
           the Purchaser and/or Koenig and/or Newick shall be marked for the
           attention of Jan Geertman and communications addressed to the
           Executive shall be sent to the Executive .

20.5       In proving service:-

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

20.5.2     by post it shall be necessary only to prove that the communication
           was contained in an envelope which was duly addressed and posted in
           accordance with this clause; and

20.5.3     by fax it shall be necessary only for the communication or a
           confirmatory letter to have been delivered by hand or sent by first
           class post on the same day but failure of the addressee to receive
           such confirmation shall not invalidate the relevant communication
           deemed given by fax.

21.        COSTS

           The Company shall pay each Party's costs in relation to the
           preparation, execution and carrying into effect of this agreement and
           of all the other documents referred to in it.

22.        PROPER LAW

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


<PAGE>
22.2       In relation to any legal action or proceedings arising out of or in
           connection with this agreement ("Legal Proceedings"), each of the
           parties to this agreement (other than CCP, Koenig, Newick and the
           Purchaser) who is not or who ceases to be resident in England
           ("Relevant Parties") hereby irrevocably submits to the exclusive
           jurisdiction of the English Courts and waives any objection to Legal
           Proceedings in such Courts on the grounds of venue or on the grounds
           that the Legal Proceedings have been brought in an inconvenient
           forum. These submissions shall not affect the right of any other
           party to take Legal Proceedings in any other jurisdiction, nor shall
           the taking of Legal Proceedings in any jurisdiction preclude any
           party from taking Legal Proceedings in any other jurisdiction.

22.3       Each of the Relevant Parties hereby undertakes to CCP, Koenig, Newick
           and the Purchaser and agrees irrevocably to appoint, and each hereby
           appoints, Titmuss Sainer Dechert to receive at its address set out at
           the beginning of this agreement, for it and on its behalf, service of
           process in any Legal Proceedings in England. Such service shall be
           deemed completed on delivery to such address (whether or not it is
           forwarded to or received by the relevant appointor).

Thus Agreed between the Parties, on 14 January 2000, and signed in threefold.
<TABLE>
<CAPTION>
<S>                                                      <C>
/s/Anthony E. Mohr                                       /s/Intertrust (Curacao) N.V.
--------------------------------------------             -------------------------------------------------
Mr. A.E. Mohr, for and on behalf of                      Gregory Elias, Managing Director of Intertrust
Global Information Group U.S.A. Inc.                     (Curacao) N.V. , for Jolec Trading Limited

/s/Anthony E. Mohr                                       /s/Benno P. Hafner
--------------------------------------------             ----------------------------------------
Mr. A.E. Mohr                                            Benno P. Hafner, for and on behalf of
                                                         Koenig Invest AG

/s/Philip van Wijngaarden                                /s/Intertrust (Curacao) N.V.
--------------------------------------------             ----------------------------------------------------
Mr Philip van Wijngaarden                                Gregory Elias, Managing Director of Intertrust
Chatelin Capital Partners Ltd.                           (Curacao) N.V., for and on behalf of
                                                         Newick Developments Limited
</TABLE>

<PAGE>


                                 FIRST SCHEDULE
                                   THE COMPANY

Date of Incorporation:- 6 April 1998

Incorporated in the State of Delaware

Registered Office:- 15 East North street Dover Delaware 19901 USA

Authorised Capital:- 10,000 shares of common stock par value US$0.01 each

Issued Capital:- 1,000 shares of common stock

Shareholders:- Anthony Mohr - 800 Shares; Henk Smit - 100 Shares; Jouke VPJ
Brada - 10 Shares; Henri BG Sijthoff - 45 Shares; Charles Langereis - 45 Shares.

Director:- Anthony Mohr

Secretary:- Henk Smit

Accounting Reference Date:- 31

December 1999 Subsisting Mortgages and Charges:- None


<PAGE>
                                 SECOND SCHEDULE
                                   WARRANTIES

Representations and Warranties. The Executive and the Company hereby represent
and warrant to and undertake with CCP, Koenig, Newick and to the Purchaser
as follows:-

         Organization. The Company (a) is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware, (b) has
all requisite corporate power and authority to own, lease and operate its
properties, to carry on its business as presently conducted and to execute,
deliver and perform this agreement, and (c) is duly qualified as a foreign
corporation and in good standing to do business in all such jurisdictions, if
any, in which the conduct of its business or its ownership, leasing or operation
of property requires such qualification, except for those jurisdictions in which
failure to so qualify would not have a material adverse effect on the business
or assets of the Company. Executive has provided CCP with correct and complete
copies of the Company's Certificate of Incorporation and Bylaws as in effect on
the date hereof, which are contained in the Disclosure Letter.

         Equity Investments. The Company has never had, nor does it presently
have, any subsidiaries, nor has it owned, nor does it presently own, any capital
stock or other proprietary interest or other voting control, directly or
indirectly, in any corporation, association, trust, partnership, limited
liability company, joint venture or other entity.

         Capitalization. The authorized capital stock of the Company immediately
upon the consummation at the Closing of the transactions contemplated hereby,
and giving effect thereto, shall consist of 10,000 Shares, of which 1,000 Shares
are validly issued and outstanding, and fully paid and nonassessable, with only
limited liability attaching solely to the ownership thereof under applicable
state law. The first schedule contains accurate details of (i) all holders of
capital stock of the Company, including the number of shares of capital stock of
the Company held by each such holder, and (ii) all outstanding warrants,
options, agreements, convertible securities or other commitments pursuant to
which the Company is or may become obligated to issue any shares of its capital
stock or other securities of the Company, which names all persons entitled to
receive such shares or other securities and the shares of capital stock or other
securities required to be issued thereunder. There are no preemptive or similar
rights to purchase or otherwise acquire shares of capital stock of the Company
pursuant to any provision of law, the Certificate of Incorporation or Bylaws or
any agreement to which the Company is a party, or otherwise, except as
contemplated by this agreement and contained in Appendix B. There is no
agreement, restriction or encumbrance (such as a right of first refusal, right
of first offer, proxy, voting agreement, etc.) with respect to the sale or
voting of any shares of capital stock of the Company (whether outstanding or
issuable upon conversion or exercise of outstanding securities) except as
contemplated by this agreement. The information contained in the first schedule
is accurate and complete.

         Financial Information. The Business Plan contains all basic information
which would be included in annual accounts of the Company for the period
beginning on the date of incorporation of the Company and ending on 31 December
1999. Within 30 days upon Completion the Company shall provide the annual
accounts in an agreed form to CCP.

         Absence of Undisclosed Liabilities. Except as disclosed in the
Disclosure Letter, as of the date of this agreement, (a) the Company had no
liability of any nature (matured or unmatured, fixed or contingent) which was
not provided for or disclosed in the Disclosure Letter and on the statement of
accounts payable, and (b) all liability reserves established by the Company were
adequate in all respects. There are no loss contingencies (as such term is used
in Statement of Financial Accounting Standards No. 5 issued by the Financial
Accounting Standards Board in March 1975) .save as disclosed in the Disclosure
Letter.

<PAGE>
         Absence of Changes. Since December 1st, 1999, to the best of the
Executive's knowledge there has not been (a) any adverse change in the financial
condition, results of operations, assets, liabilities or business of the
Company, taken as a whole, (b) any borrowing or agreement to borrow any funds or
any liability or obligation of any nature whatsoever (contingent or otherwise)
incurred by the Company, other than current liabilities or obligations incurred
in the ordinary course of business, (c) any asset or property of the Company
made subject to a lien of any kind, except as documented in Appendix B (d) any
waiver of any valuable right of the Company, or the cancellation of any debt or
claim held by the Company, (e) any payment of dividends on, or other
distributions with respect to, or any direct or indirect redemption or
acquisition of, any shares of the capital stock of the Company, or any agreement
or commitment therefor, (f) any issuance of any stocks, bonds or other
securities of the Company or options, warrants or rights or agreements or
commitments to purchase or issue such securities or grant such options, warrants
or rights, (g) any mortgage, pledge, sale, assignment or transfer of any
tangible or intangible assets of the Company, except with respect to tangible
assets in the ordinary course of business, (h) any loan by the Company to any
officer, director, employee or stockholder of the Company, or any agreement or
commitment therefor, (i) any damage, destruction or loss (whether or not covered
by insurance) adversely affecting the assets, property or business of the
Company, (j) any extraordinary increase, direct or indirect, in the compensation
paid or payable to any officer, director, employee or agent of the Company, (k)
any change in the accounting methods or practices followed by the Company or (l)
any commitment (contingent or otherwise) to do any of the foregoing.

         Encumbrances; Burdensome Restrictions. The Company owns outright all of
its property and assets, real, personal or fixed, tangible or intangible,
reflected which are used or useful in the business of the Company, subject to no
mortgages, liens, security interests, pledges, charges or other encumbrances of
any kind, except as represented in Appendix B, in document nr. 15. The Company
is not obligated under any contract or agreement or subject to any charter or
other corporate restriction which materially adversely affects the Company's
business, properties, assets, prospects or condition (financial or otherwise).

         Intellectual Property Rights

         Intellectual Property. There are no industrial and intellectual
property rights, including without limitation, proprietary information, patents,
patent applications, patent rights, mask works, mask work applications,
trademarks, trademark applications, trade names, service marks, service mark
applications, copyrights, copyright applications, know-how, certificates of
public convenience and necessity, franchises, licenses, trade secrets,
proprietary processes and formulae ("Intellectual Property Rights") necessary or
required to enable the Company to carry on its businesses as now conducted and
as presently proposed to be conducted as described in the Business Plan. A
complete list of the Company's Intellectual Property Rights is contained in the
Disclosure Letter. To the best of the Executive's knowledge, no third party has
any ownership right, title, interest, claim in or lien on any of the Company's
Intellectual Property Rights. The Company has not granted or assigned to any
other person or entity any right to make, have made, assemble or sell the
products or proposed products or to provide the services or proposed services of
the Company.

         Proprietary Information of Third Parties. The Company has not
materially violated or infringed, and is not currently materially violating or
infringing, and the Company has not received any communications alleging that
the Company (or any of its employees or consultants) has materially violated or
infringed or, by conducting its businesses as presently proposed to be
conducted, would materially violate or infringe, the Intellectual Property
Rights of any other person or entity. No third party has claimed or has reason
to claim that any Designated Person has (a) materially violated or may be
violating any of the terms or conditions of his employment, non-competition or
non-disclosure agreement with such third party, (b) disclosed or may be
disclosing or utilized or may be utilizing any trade secret or proprietary
information or documentation of such third party or (c) interfered or may be
interfering in the employment relationship between such third party and any of
its present or former employees. No third party has requested information from
the Company which suggests that such a claim might be contemplated. No
Designated Person has employed or proposes to employ any trade secret or any
information or documentation proprietary to any former employer, and no
Designated Person has violated any confidential relationship which such
Designated Person may have had with any third party, in connection with the
development, manufacture or sale of any product or proposed product or the
development or sale of any service or proposed service of the Company, and the
Company has no reason to believe there will be any such employment or violation.
None of the execution or delivery of this agreement, or the carrying on of the
business of the Company as officers, employees or agents by any Designated
Person, or the conduct or proposed conduct of the business of the Company, will
conflict with or result in a breach of the terms, conditions or provisions of or
constitute a default under any contract, covenant or instrument under which any
such Designated Person is obligated or under any judgment, decree or order of
any court or administrative agency to which such Designated Person is subject.


<PAGE>
         Prior Art; Technical Information. All prior art known to the Company
which may be or may have been pertinent to the examination of any US patent or
patent application contained in the Disclosure Letter has been cited to the US
Patent and Trademark Office. To the best of the Company's knowledge, all
technical information developed by and belonging to the Company which has not
been patented has been kept confidential. The Executive, however, has disclosed
certain individuals possess illegal copies of the source code.

         Litigation. There is no action, suit, proceeding, claim, arbitration or
investigation ("Action") pending (or, to the best of the Company's knowledge,
currently threatened) against the Company, its activities, properties or assets
or, to the best of the Company's knowledge, against any Designated Person in
connection with such Designated Person's relationship with, or actions taken on
behalf of, the Company, other than those referred to in appendix B, under
Litigation. There is no factual or legal basis for any such Action that might
result, individually or in the aggregate, in any material adverse change in the
business, properties or financial condition of the Company. The Company is not a
party to or subject to the provisions of any order, writ, injunction, judgment
or decree of any court or government agency or instrumentality and there is no
Action by the Company currently pending or which the Company intends to
initiate.

         No Defaults. The Company is not in default (a) under its Certificate of
Incorporation or Bylaws, or under any note, indenture, mortgage, lease, purchase
or sales order, or any other material contract, agreement or instrument to which
it is a party or by which it or any of its property is bound or affected, except
for the defaults mentioned under Litigation or expressly mentioned therein, or
(b) with respect to any order, writ, injunction, judgment or decree of any court
or any federal, state, municipal or other domestic or foreign governmental
department, commission, board, bureau, agency or instrumentality. To the best of
its knowledge, there exists no condition, event or act which constitutes, or
which after notice, lapse of time or both, would constitute, a default under any
of the foregoing.

         Labour agreements and Actions. The Company is not bound by or subject
to any contract, commitment or arrangement with any labour union, and to the
Company's best knowledge, no labour union has requested, sought or attempted to
represent any employees, representatives or agents of the Company. There is no
strike or other labour dispute involving the Company pending nor, to the
Company's best knowledge, threatened, nor is the Company aware of any labour
organization activity involving its employees. The Company is not aware that any
officer or employee intends to terminate their employment with the Company nor
does the Company have any present intention to terminate the employment of any
of its officers or employees.

         Compliance. To the best of its and the Executive's knowledge the
Company (a) has complied in all material respects with all federal, state, local
and foreign laws, ordinances, regulations and orders applicable to its business
or the ownership of its assets, and the Company has not received notice of any
claimed default with respect to such laws, ordinances, rules and regulations;
and (b) has or has applied for all federal, state, local and foreign
governmental licenses and permits necessary or required to enable it to carry on
its business as now conducted and as presently proposed to be conducted. Such
licenses and permits, if issued, are in full force and effect, no violations
have been recorded in respect of any such licenses or permits, and no proceeding
is pending or, to the best of the Company's knowledge, threatened to revoke or
limit any thereof. None of the aforesaid licenses and permits shall be affected
in any material adverse respect by this agreement.

         Authorization of this agreement.

           The execution, delivery and performance by the Company of this
agreement have been duly authorized by all requisite corporate action by the
Company, and each constitutes the valid and binding obligation of the Company
and Executive, enforceable in accordance with its terms, subject to applicable
bankruptcy, reorganization, insolvency, moratorium and similar laws affecting
creditors' rights generally and to general principles of equity. The execution
and delivery of this agreement by the Company, the consummation of the
transactions contemplated hereby and thereby and compliance with the provisions
hereof and thereof by the Company, will not (a) violate any provision of law,
statute, rule or regulation, or any ruling, writ, injunction, order, judgment or
decree of any court, administrative agency or other governmental body applicable
to the Company or (b) materially conflict with or result in any material breach
of any of the terms, conditions or provisions of, or constitute (with due notice
or lapse of time, or both) a default (or give rise to any right of termination,
cancellation or acceleration) under, the Certificate of Incorporation or Bylaws,
or under any note, indenture, mortgage, lease, purchase or sales order or other
material contract, agreement or instrument to which the Company is a party or by
which it or any of its property is bound or affected, or (c) result in the
creation of any lien, security interest, charge or encumbrance upon any of the
properties or assets of the Company.


<PAGE>
         Executive represents as to himself that he has full legal right, power
and authority to enter into this agreement and to perform his obligations
hereunder without the need for consent of any other person, and that this
agreement has been, and each other document, certificate or instrument to be
executed by Executive in connection herewith will be, duly and validly executed
and delivered by Executive and constitutes, or will constitute, the legal, valid
and binding obligation of Executive, enforceable against him in accordance with
its terms.

         Transactions with Affiliates. None of Executive nor any affiliate, as
defined in Rule 405 under the Securities Act of 1933, as amended (the
"Securities Act") ("affiliate"), of Executive (other than the Company) nor any
of the Company's officers, directors or employees (or any associate of the
foregoing persons) has any interest, directly or indirectly, in any lease, lien,
contract, license, encumbrance, loan or other agreement or commitment to which
the Company is a party, or any property or asset used or owned by, or any
interest in any supplier of, the Company. The Company is not materially
indebted, directly or indirectly, to (a) Executive or to any such affiliate or
associate of Executive (other than in respect of items (and amounts) fully
disclosed in the Disclosure Letter) or (b) any officer, director or employee of
the Company (or to any of their affiliates or associates) for any liability or
obligation, whether arising by reason of stock ownership, oral or written
agreement or understanding or otherwise. The Disclosure Letter contains a
complete and accurate list of all employees of the Company owing more than
$1,000 (except in respect of advances for business expenses, none of which
exceeds $2,000 individually or $5,000 in the aggregate) in principal to the
Company, setting forth the amounts owned, the applicable interest rates, a
description of the security and the maturity dates of all such debts.

         No Governmental Consent or Approval Required. Except for the filing of
any notice subsequent to the Completion that may be required under applicable
federal and/or state securities laws (which, if required, shall be filed on a
timely basis as may be so required), no consent, approval or authorization of,
or declaration to, or filing with, any person (governmental or private) is
required for the valid authorization, execution, delivery and performance by the
Company of this agreement.

         Agreements. The Company is not a party to any written or oral contract
not made in the ordinary course of business and, whether or not made in the
ordinary course of business, the Company is not a party to any written or oral
(a) contract with any labour union, (b) contract for the future purchase of
fixed assets or for the future purchase of materials, supplies or equipment in
excess of normal operating requirements, (c) contract for the employment of any
officer, individual employee or other person on a full-time basis or any
contract with any person on a consulting basis, (d) bonus, pension,
profit-sharing, retirement, stock purchase, stock option, hospitalization,
medical insurance or similar plan, contract or understanding in effect with
respect to employees or any of them or the employees of others, (e) agreement or
indenture relating to the borrowing of money or to the mortgaging, pledging or
otherwise placing of a lien on any assets of the Company, (f) guaranty of any
obligation for borrowed money or otherwise, (g) lease or agreement under which
the Company is lessee of or holds or operates any property, real or personal,
owned by any other party, (h) lease or agreement under which the Company is
lessor of or permits any third party to hold or operate any property, real or
personal, owned or controlled by the Company, (i) agreement or other commitment
for capital expenditures in excess of $10,000.00, (j) distributor, dealer,
manufacturer's representative or sales agency agreement which is not terminable
on less than ninety (90) days' notice without cost or other liability to the
Company (except for agreements which, in the aggregate, are not material to the
business of the Company); (k) contract, agreement or commitment under which the
Company is obligated to pay any broker's fees, finder's fees or any such similar
fees, to any third party, (l) contract, agreement or commitment under which the
Company has issued, or may become obligated to issue, any shares of capital
stock of the Company, or any warrants, options, convertible securities or other
commitments pursuant to which the Company is or may become obligated to issue
any shares of its capital stock, (m) contract, agreement or commitment under
which the Company is obligated to repurchase or otherwise acquire or retire any
shares of its capital stock, or (n) any other contract, agreement, arrangement
or understanding which is material to the operation of the business of the
Company. The Company has furnished to counsel to CCP true and correct copies of
all such written agreements and other documents.

         Brokers. The Executive has not employed any broker or finder in
connection with the transactions contemplated by this agreement.


<PAGE>
         Registration Rights. Except as contemplated by this agreement, no
person has any right to cause the Company to effect the registration under the
Securities Act of any shares of Common Stock or any other securities (including
without limitation, debt securities) of the Company.

         Compliance with ERISA; Benefit Plans. The Company does not (a)
maintain, and it has never maintained, any employee benefit plan subject to
ERISA or (b) contribute to, and has never contributed to, any such employee
benefit plan maintained by any other person or entity.

         Environmental Matters. No Hazardous Substances have been used, handled,
generated, processed, treated, stored, transported to or from, released,
discharged or disposed of by the Company or any third party on, about or beneath
any real property owned or leased by the Company, the result of which would have
a material adverse effect on the Company. For purposes of this agreement, the
term "Hazardous Substances" shall mean any substance regulated under any
federal, state or local environmental law or regulation.

Disclosure. Neither this agreement nor any other written document, certificate,
instrument or statement furnished or made to CCP by or on behalf of the Company
or the Executive in connection with the transactions contemplated hereby
contains any untrue statement of a material fact or omits to state a material
fact necessary in order to make the statements contained herein and therein not
misleading. There is no fact known to the Company which materially adversely
affects the business, properties or financial condition of the Company which has
not been set forth in this agreement or in the other documents, certificates,
instruments or statements furnished to CCP by or on behalf of the Company.

Inventory. All of the inventories of the Company are valued at the lower of cost
or market, the cost thereof being determined principally on an average cost
basis, except as disclosed in the Disclosure letter.

Accounts Receivable. All of the accounts and notes receivable of the Company
represent amounts receivable for merchandise actually delivered or services
actually provided (or, in the case of non-trade accounts or notes represent
amounts receivable in respect of other bona-fide business transactions), have
arisen in the ordinary course of business, have been billed and are generally
due and collectible within an average of 60 days after such billing and are not,
to the knowledge of the Company and the Executive, subject to any defenses,
counterclaims or offsets. The Disclosure Letter contains accurate details of (a)
the total amount of accounts receivable of the Company outstanding as of the
last day of the month immediately preceding the present month and (b) the agings
of such receivables based on the following Annex: 0-30 days, 31-60 days, 61-90
days, and over 90 days, from the due date thereof.

         SECTION 23. Ownership of Shares. The Executive owns 800 Shares free and
clear of all liens, charges, claims, security interests and adverse claims.


<PAGE>
                                 THIRD SCHEDULE
                             RESTRICTED TRANSACTIONS

1.       Increase, reduce or otherwise alter the authorised or issued share or
         loan capital (including the share premium account or other capital
         reserves) of the Company or its capital structure or make any variation
         to the rights attached to any of its shares.

2.       Grant or create any option or other like rights to acquire any shares
         or securities convertible into shares in the Company, purchase or
         redeem or make any payment to any person for giving up his rights to
         any share capital on its cancellation or extinguishment.

3.       Make any repayment of any loan stock or any loan notes issued by the
         Company or any term loan made available to the Company.

4.       Create or permit the creation of or suffer to subsist any mortgage or
         charge whether fixed or floating or any other encumbrance or security
         interest of a similar nature on the undertaking, property or assets or
         any part thereof of the Company or issue any debentures or debenture
         stock.

5.       Enter into or give or permit or suffer to subsist any guarantee of or
         indemnity in respect of the due payment of money or performance of any
         contract, engagement or obligation by any other person or otherwise.

6.       Borrow or raise monies or obtain any advance or credit (other than
         normal trade credit and hire purchase and leasing commitments) if as a
         result the aggregate amount of all borrowings would exceed $25,000 the
         projections in the Financial Plan or factor or in any other way dispose
         of or encumber any of the Company's book debts.

7.       Borrow or raise any monies which are not available for use by the
         Company.

8.       Make any loans or advances or provide any credit (other than normal
         trade credit) in excess of $10,000 or acquire any loan capital of any
         corporate body.

9.       Incur any capital expenditure exceeding the amount provided therefor in
         the capital expenditure budget in the then current Financial Plan by
         $15,000 for any individual item or $35,000 in aggregate and the
         expression "capital expenditure" shall without limitation include the
         following:-

9.1      entering into hire purchase or hiring or leasing agreements or
         arrangements for purchase by instalments;

9.2      purchasing or selling any fixed assets;

9.3      paying compensation for loss of office;

9.4      providing or purchasing of any pension or annuity;

9.5      establishing any bonus, profit sharing or other incentive scheme for
         directors and/or employees;

9.6      purchasing or acquiring any shares, debentures, debenture stock,
         mortgages or securities or interest in any other company, trust,
         partnership or other body.

10.      Make any material deviation from the then current Financial Plan.

11.1     Engage or dismiss any director or employee earning remuneration
         (including all fees payable to him by the Company) exceeding $50,000
         per annum.

11.2     Increase the remuneration (including all fees payable to him by the
         Company) of any director or employee currently earning at least $50,000
         by more than 10% per annum.

11.3     In relation to any such director or employee agree to or accept any
         variation in his terms of employment (other than agreeing to increase
         his remuneration within the limitation referred to in paragraph 11.2),
         waive or agree not to take any action in respect of any material breach
         by any such person of his contract of employment.

12.      Lease, assign or grant any licence in respect of any property or assets
         other than the sale of current assets in the ordinary course of trading
         or grant or dispose of any interest in land owned or leased by the
         Company or take or omit to take any action which could prejudice the
         continuation of any lease to which it is entitled.

13.      Dispose, whether outright or by way of licence or otherwise howsoever,
         any Investment Property rights owned by the Company.


<PAGE>
14.1     Enter into or vary any unusual or onerous contract or agreement or
         arrangement or transaction or, otherwise than in the ordinary course of
         trading and on an arm's length basis, any material or major or long
         term contract.

14.2     Enter into any transaction or carry out any dealing which is not on
         arm's length terms or give any service otherwise than at market value.

15.      Enter into or compromise or settle any substantial litigation other
         than in the ordinary course of business.

16.      Apply for any of the shares in the Company to be listed or dealt in on
         the London Stock Exchange or any recognised investment exchange.

17.      Make a substantial alteration or reduction in the nature or extent of
         the business carried on by the Company.

18.      enter into any partnership or joint venture or consortium arrangement.

19.      Dispose of the whole or a material part of the undertaking assets or
         shares of the Company or any interest therein or form or acquire any
         subsidiary or subsidiary undertaking or acquire the whole or part of
         the undertaking assets or shares of any other person, firm or company.

20.      Cease or propose to cease to carry on the business of the Company or
         take any steps to wind up the Company save where such company is
         insolvent or apply to petition to the Court for any creditors' order to
         be made in respect of the Company.

21.      Appoint or remove any executive director of the Company.

22.      Delegate any matter to any committee of directors of the Company unless
         a CCP Director is a member of such committee or take any decisions
         which are material to the Company otherwise than at a meeting of the
         directors.

23.      Make any change to the Company's:-

23.1     auditors;

23.2     bankers or the terms of the mandate given to such bankers in relation
         to its accounts;

23.3     accounting reference date.

24.      Make any alteration to the certificate or bylaws of the Company (other
         than by adopting the Revised Bylaws).

25.      Make any distribution by way of dividend out of the profits of the
         Company or otherwise or agree to capitalise any reserves or apply any
         amount standing to the credit of the share premium account or capital
         redemption reserve for any purpose.

26.      Establish any bonus, profit sharing, share option or other incentive
         scheme (whether legally binding or not) for directors and/or employees
         of the Company or vary any such scheme which has been established or
         grant any option over or in respect of any shares in the capital of the
         Company pursuant to such a scheme (except as set out in the Business
         Plan).

27.      Appoint or remove the Auditor as referred to, i.a. in Clause 7 of this
         agreement.

<PAGE>
                                 FOURTH SCHEDULE
                                DEED OF ADHERENCE

<TABLE>
<CAPTION>
THIS DEED is made on                        200[ ]
BETWEEN:
<S>               <C>
(1)               [include names and addresses of existing parties other than Transferor];

(2)               [[                      ] of [                                                                   ]] [[
                  ], a company registered in [           ] under number [           ] the registered office of which is at [
                                                              ]] ("Transferor");

(3)               [[                      ] of [                                                                   ]] [[
                  ], a company registered in [           ] under number [           ] the registered office of which is at [
                                                     ]] ("New Shareholder").

1.                DEFINITIONS AND INTERPRETATIONS

1.1               In this deed, unless the context otherwise requires,  words defined in the Shareholders agreement shall have the
                  same meanings in this deed and:

                  "Completion"  means the completion of the sale and transfer of the Transferred  Interest to take place at the
                  offices of [
                                            ] on [                     ] in accordance with the Transfer agreement;

                  "Excepted Rights" has the meaning set out in clause 4;

                  "Share Purchase and Shareholders' agreement" means the agreement dated [          ] 2000 and made between (1)
                  Global Information Group USA, Inc., (2) Chatelin Capital Partners Limited, (3) Jolec Trading Limited (4) Anthony
                  Mohr (5) Koenig  and (6) Newick and relating to the Company;

                  ["Transfer agreement" means an agreement to be dated [            ] and made between the Transferor and the New
                  Shareholder;]

                  "Transfer Date" has the meaning set out in clause [3.1];

                  "Transferred Interest" means the transfer of [        ] Shares from the Transferor to the New Shareholder.

1.2               The provisions of clause 1.2 of the Share Purchase and Shareholders' agreement shall apply to this deed.

1.3               Headings and titles are used for ease of reference only and do not affect the interpretation of this agreement.

2.                RECITALS

2.1               The Transferor [is a party to] [has acceded by means of a deed dated  [                 ]  to] the Share Purchase
                  and Shareholders' agreement.

2.2               The Transferor wishes to transfer to the New Shareholder the Transferred Interest and the New Shareholder has
                  agreed to purchase the Transferred Interest [subject to and in accordance with the terms and conditions of the
                  Transfer agreement] and has agreed to execute this deed of adherence pursuant to clause 16.1] of the Share
                  Purchase and Shareholders' agreement.

3.                UNDERTAKINGS OF THE NEW SHAREHOLDER

3.1               In consideration of the agreement of the Transferor to transfer the Transferred Interest to the New Shareholder,
                  the New Shareholder undertakes [subject to clause [3.2],] to each other party to this deed that it will, with
                  effect from the date of transfer by the Transferor to the New Shareholder of the Transferred Interest ("Transfer
                  Date") and without prejudice to any liability of the Transferor in respect of any breach by it of its
                  obligations under the Shareholders agreement prior to the Transfer Date, assume, perform and comply with each of
                  the obligations of the Transferor under the Share Purchase and Shareholders' agreement as if it had been a party
                  to the Share Purchase and Shareholders' agreement at the date of its execution.

[3.2              In consideration of the undertakings given by the New Shareholder under clause [3.1], the parties to this deed
                  acknowledge and agree that the obligations of the Transferor under the Share Purchase and Shareholders'
                  agreement shall, with effect from the Transfer Date cease.]

NOTE:             This applies only of a transfer of all the Transferor's Shares.

4.                RIGHTS OF THE NEW SHAREHOLDER
                  The parties to this deed (other than the New Shareholder) agree that there should be accorded to the New
                  Shareholder with effect from the Transfer Date all the rights of the Transferor with respect to the Transferred
                  Interest (in each case without prejudice to the rights of the Transferor under the Share Purchase and
                  Shareholders' agreement in respect of any breach by any other party to it of its obligations thereunder at any
                  time prior to the Transfer Date ("Excepted Rights") as if the New Shareholder had been a party to the Share
                  Purchase and Shareholders' agreement at the date of its execution and, with effect from the Transfer Date, the
                  Transferor shall cease to be entitled to those rights.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S>               <C>
5.                NOTICES
                  For the purposes of clause 21 of the Share Purchase and Shareholders agreement (relating to communications),
                  communications addressed to the New Shareholder shall be marked for the attention of [" "] to the address of the
                  New Shareholder as set out in this deed, or to such other address or fax number in England as the New
                  Shareholder may from time to time have notified to each of the other parties to this deed and the Company for
                  this purpose.

6.                ASSIGNMENT AND TRANSFER
                  The parties to this deed hereby acknowledge and agree that no party shall have any right to assign, transfer or
                  dispose of the benefit (or any part thereof) or the burden (or any part thereof) of this deed without the prior
                  written consent of the other parties.

7.                GENERAL PROVISIONS
                  The provisions of clauses 19 and 20 of the Shareholders' Agreement shall apply mutatis mutandis to this deed as
                  if they were expressly set out in this deed.

8.                PROPER LAW
                  Clause 23 of the Share Purchase and Shareholders' agreement shall apply to this deed.
</TABLE>


<PAGE>


                                 FIFTH SCHEDULE
                   AGREED PRINCIPLES FOR FIRST LOAN AGREEMENT

1.       The Parties agree that the Company shall enter into a subordinated loan
         agreement ("First Loan Agreement") with Koenig and Newick ("Lenders")
         as soon as reasonably practicable after the date of this agreement and
         in any event no later than the date of Completion, pursuant to which
         the Company shall agree to borrow from the Lenders and the Lenders
         shall together agree to lend to the Company an aggregate principal
         amount of US$300,000 ("First Loan"). The First Loan will be advanced at
         Completion.

2.       The First Loan shall carry interest at the rate of 6.5 per cent. per
         annum. Interest shall accrue on a daily basis and shall be payable on
         the date which falls 18 months from the date of Completion and every 3
         months thereafter. The First Loan shall be repayable in full on the
         sooner to occur of (i) an IPO or Third Party Sale and (ii) the date 5
         years after the date of Completion.

3.       The principal of the First Loan shall be advanced in one tranche on the
         date of Completion.

4.       The Company shall pay to CCP a fee of 2.5 per cent. of the principal
         amount of the First Loan, payable on the date on which the First Loan
         is advanced.

5.       The First Loan Agreement will contain usual events of default and
         conditions precedent and the usual commercial covenants, warranties,
         indemnities and representations from the Company.


<PAGE>



                                 SIXTH SCHEDULE
                   AGREED PRINCIPLES FOR SECOND LOAN AGREEMENT

1.       The Parties agree that the Company shall enter into a subordinated loan
         agreement ("Second Loan Agreement") with Koenig and Newick ("Lenders")
         as soon as reasonably practicable after the date of this agreement and
         in any event no later than 180 days after Completion, pursuant to which
         the Company shall agree to borrow from the Lenders and the Lenders
         shall together agree to lend to the Company an aggregate principal
         amount of US$1,200,000 ("Second Loan").

2.       The Second Loan shall carry interest at the rate of 6.5 per cent. per
         annum. Interest shall accrue on a daily basis and shall be payable on
         the date which falls 18 months from the date of Completion and every 3
         months thereafter. The Second Loan shall be repayable in full on the
         sooner to occur of (i) an IPO or Third Party Sale and (ii) the date 5
         years after the date of Completion.

3.       The principal of the Second Loan shall be advanced in four equal
         tranches if in the reasonable opinion of the Board the Company's cash
         flow statements show a need for such advances.

4.       The Company shall provide the lender with cash flow statements in a
         form acceptable to the lender on a monthly basis.

5.       The Company shall pay to CCP a fee of 2.5 per cent. of the principal
         amount of the Second Loan Agreement, payable on the date of advance of
         the Second Loan.

6.       The Second Loan Agreement will contain usual events of default and
         conditions precedent and the usual commercial covenants, warranties,
         indemnities and representations from the Company.

7.       The Second Loan shall be applied in accordance with the Business Plan
         subject to the terms of this agreement

8.       The Second Loan shall be secured in accordance with the provisions of
         clause 12.4 of this agreement and shall be conditional upon the
         Company's compliance with that clause.



<PAGE>


                                SEVENTH SCHEDULE
                   AGREED PRINCIPLES FOR CONSULTANCY AGREEMENT

1.       The Parties agree that the Company shall enter into a consultancy
         agreement ("Consultancy Agreement") with CCP as soon as reasonably
         practicable after the date of this agreement and in any event no later
         than the date of Completion, pursuant to which CCP shall agree to
         provide the Company with the consultancy services set out in paragraph
         5 below ("Services") for the duration of the Investment Period.

2.       The fees payable under the Consultancy Agreement shall be the
         arrangement fees referred to in this agreement.

3.       All travel and other reasonable expenses of CCP incurred for the
         benefit of and approved by the Company are to be borne by the Company.

4.       CCP shall be expected to work for such period as CCP may reasonably
         consider necessary to devote to the Company for the proper performance
         of the Services.

5.       CCP shall advise the Company on any Take-over, Flotation or IPO.




<PAGE>



                                 EIGHTH SCHEDULE
                                SERVICE AGREEMENT