Final Execution Counterpart







                            SHARE TRANSFER AGREEMENT



                                       by

                                       and

                                     between



                          PRIME MEDICAL SERVICES, INC.,


                           AK SPECIALTY VEHICLES B.V.,


                                       and


                             J.W. Smit Holding B.V.






                            Dated: 30 September 2002





<PAGE>
                                TABLE OF CONTENTS

Article I. DEFINITIONS.........................................................1

Article II. PURCHASE AND SALE OF SHARES........................................7
         Section 2.1  Purchase and Sale of Shares..............................7
         Section 2.2  Purchase Price...........................................7
         Section 2.3  The Completion...........................................8
         Section 2.4  Deliveries at Completion.................................8

Article III. REPRESENTATIONS AND WARRANTIES CONCERNING THE TRANSACTION........10
         Section 3.1  Representations and Warranties of Seller................10
         Section 3.2  Representations and Warranties of Buyer.................10
         Section 3.3  Representations and Warranties Concerning Acquired
                      Entities................................................10

Article IV. POST-COMPLETION COVENANTS.........................................11
         Section 4.1   General................................................11
         Section 4.2   Tax Considerations.....................................11
         Section 4.3   Transition.............................................12
         Section 4.4   Confidentiality........................................12
         Section 4.5   Restrictive Covenants..................................12
         Section 4.6   Release................................................13
         Section 4.7   Stock Certificates.....................................13
         Section 4.8   Guaranty of Guarantor..................................14
         Section 4.9   Employment Conditions..................................14
         Section 4.10  Settlement of Costs....................................14

Article V. INDEMNIFICATION....................................................14
         Section 5.1   Survival of Representations and Warranties.............14
         Section 5.2   Indemnification Provisions for Buyer's Benefit.........15
         Section 5.3   Indemnification Provisions for Seller's Benefit........15
         Section 5.4   Limitations on Indemnification Liability...............15
         Section 5.5   Indemnification Procedures.............................17

Article VI. MISCELLANEOUS.....................................................18
         Section 6.1   Schedules..............................................18
         Section 6.2   Entire Agreement.......................................18
         Section 6.3   Successors.............................................18
         Section 6.4   Assignments............................................18
         Section 6.5   Notices................................................19
         Section 6.6   Binding Arbitration....................................20
         Section 6.7   Miscellaneous Matters..................................20
         Section 6.8   Counterparts and Headings..............................21
         Section 6.9   Governing Law..........................................21
         Section 6.10  Amendments and Waivers.................................21
         Section 6.11  Severability...........................................21
         Section 6.12  Expenses...............................................21
         Section 6.13  Incorporation of Exhibits, Annexes, and Schedules......22


Exhibit A - Form of Employment Agreement
Exhibit B - Form of Lease Agreement
Exhibit C - Form of Notarial Deed for Transfer of Shares
Exhibit D - Representations and Warranties of Seller
Exhibit E - Representations and Warranties of Buyer
Exhibit F - Representations and Warranties Concerning Acquired Entities
Exhibit G - Seller Disclosure Letter
Exhibit H - Buyer Disclosure Letter
Exhibit I - Fund Disbursement Instructions for Notary
Exhibit J - Capitalization of Acquired Entities



<PAGE>
                            SHARE TRANSFER AGREEMENT

         This Share Transfer Agreement (this "Agreement"), dated as of 30
September 2002, is by and between Prime Medical Services, Inc., a Delaware
corporation ("Guarantor"), AK Specialty Vehicles B.V., a private company with
limited liability under the laws of the Netherlands (besloten vennootschap)
("Buyer") and J.W. Smit Holding B.V., a private company with limited liability
under the laws of the Netherlands (besloten vennootschap) ("Seller").

                                    RECITALS:

         A.    Seller owns all of the outstanding shares of each of Smit Mobile
Equipment B.V., Smit Carrosseriefabriek B.V., Smit Hydrauliek B.V., and Smit
Container B.V. (collectively, the "Acquired Entities"), each being a private
company with limited liability under the laws of the Netherlands (besloten
vennootschap).

         B.    Buyer desires to purchase from Seller all of the outstanding
shares of each of the Acquired Entities, and Seller desires to sell to Buyer all
of the outstanding shares of each of the Acquired  Entities,  in accordance with
this Agreement's terms and conditions.

         C.    Buyer and Seller (the "Parties") intend for the purchase and sale
of the Shares (as defined) to be treated as a taxable purchase for United States
Federal tax purposes.

                                   AGREEMENT:

         NOW, THEREFORE, in consideration of the premises and the mutual
promises herein made, and in consideration of the representations, warranties,
and covenants contained herein, Buyer and Seller agree as follows:

                                   Article I.
                                   DEFINITIONS

         "Acquired Entities" is defined in the preamble to this Agreement.

         "Action" means any legal proceeding or arbitration.

         "Affiliate" or "Affiliated" with respect to any specified Person, means
a Person that, directly or indirectly, through one or more intermediaries,
controls or is controlled by, or is under common control with, such specified
Person. For this definition, "control" (and its derivatives) means the
possession, directly or indirectly, or as trustee or executor, of the power to
direct or cause the direction of the management and policies of a Person,
whether through ownership of voting Equity Interests, as trustee or executor, by
Contract or credit arrangements or otherwise. For this definition, "control"
(and its derivatives) shall be deemed to exist where there is possession,
directly or indirectly, of 50% or more of the voting Equity Interests of a
Person, or the power, directly or indirectly, to vote 50% or more of the voting
Equity Interests of a Person thereby constituting part of a group under the
Netherlands Civil Code, Book 2, Section 24b.

         "Agreement" is defined in the preamble to this Agreement.

         "Balance Sheet" is defined in Paragraph 8 of Exhibit F.

         "Balance Sheet Date" means 30 June 2002.

         "Buyer" is defined in the preamble to this Agreement, and, in case of
an assignment by Buyer pursuant to Section 6.4, shall include any permitted
assignee.

         "Buyer Disclosure Letter" is defined in Section 2.4(b)(vii).

         "Buyer Indemnitees" means (a) Buyer and its officers, directors,
managers, and stockholders, and (b) each Acquired Entity and any Person who was
a director of an Acquired Entity if such Person prior to, at and after the date
hereof and the time of Completion is not an Affiliate of Seller.

         "Code" means the United States Internal Revenue Code of 1986.

         "Commitment" means (a) options, warrants, convertible securities,
exchangeable securities, subscription rights, conversion rights, exchange
rights, or other Contracts that could require a Person to issue any of its
Equity Interests or to sell any Equity Interests it owns in another Person; (b)
any other securities convertible into, exchangeable or exercisable for, or
representing the right to subscribe for any Equity Interest of a Person or owned
by a Person; (c) statutory pre-emptive rights or pre-emptive rights granted
under a Person's Organizational Documents; and (d) stock appreciation rights,
phantom stock, profit participation, or other similar rights with respect to a
Person.

         "Completion" means the completion of the purchase and sale of the
Shares pursuant to the Agreement.

         "Completion Date" is defined in Section 2.3.

         "Confidential Information" means any information concerning the
businesses and affairs of Buyer or any Acquired Entity.

         "Consent" means any consent, approval, notification, waiver, or other
similar action that is necessary or convenient.

         "Contract" means any contract or agreement, whether written or oral.

         "Covenant Not to Compete" means the restrictive covenants provided for
in Section 4.5.

         "Damages" means all damages (including incidental and consequential
damages), losses (including any diminution in value), Liabilities, or amounts
paid in settlement with the consent of the Indemnitor, of any kind or nature
whatsoever, whether known or unknown, contingent or vested, or matured or
unmatured.

         "EBITDA" with respect to an entity means that entities' earnings before
interest, taxes, depreciation and amortization for the period in question,
determined on a basis consistent with prior periods and following consistent
practices, in accordance with generally accepted accounting principles in the
Netherlands applicable to the relevant entity and in compliance with the
financial reporting requirements of the Netherlands Civil Code, Part 9, Book 2.

         "Employment Agreement" means the employment Contract between Buyer and
Mr. Gerben Smit, in substantially the form of Exhibit A.

         "Encumbrance" means any Order, Security Interest, Contract, easement,
covenant, community property interest, equitable interest, right of first
refusal, or restriction of any kind, including any restriction on use, voting,
transfer, receipt of income, or exercise of any other attribute of ownership.

         "Enforceable" - a Contract is "Enforceable" if it is the legal, valid,
and binding obligation of the applicable Person enforceable against such Person
in accordance with its terms, except as such enforceability may be subject to
the effects of bankruptcy, insolvency, reorganization, moratorium, or other Laws
relating to or affecting the rights of creditors, and general principles of
equity.

         "Equity Interest" means (a) with respect to a corporation, any and all
shares of capital stock and any Commitments with respect thereto, (b) with
respect to a partnership, limited liability company, trust or similar Person,
any and all units, interests or other partnership/limited liability company
interests, and any Commitments with respect thereto, and (c) any other direct or
indirect equity ownership or participation in a Person.

         "Exchange Act" means the Securities Exchange Act of 1934.

         "Financial Statements" is defined in Paragraph 8 of Exhibit F.

         "First Anniversary Payment" is defined in Section 2.2(c).

         "Guarantor" means Prime Medical Services, Inc., a Delaware corporation.

         "Guarantor SEC Documents" is defined in Paragraph 6 of Exhibit E.

         "Governmental Body" means any legislature, agency, bureau, branch,
department, division, commission, court, tribunal, magistrate, justice,
multi-national organization, quasi-governmental body, or other similar
recognized organization or body of any federal, state, county, municipal, local,
or foreign government or other similar recognized organization or body
exercising similar powers or authority.

         "Indemnified Parties" means, individually and as a group, the Buyer
Indemnitees and the Seller Indemnitees.

         "Indemnitor" means any Party having any Liability to any Indemnified
Party under this Agreement.

         "Intellectual Property" means any rights, licenses, liens, security
interests, charges, encumbrances, equities, and other claims that any Person may
have to claim ownership, authorship or invention, to use, to object to or
prevent the modification of, to withdraw from circulation, or control the
publication or distribution of (a) any copyrights, whether registered or
unregistered, in both published works and unpublished works, and pending
applications to register the same, (b) any fictitious business names, trading
names, corporate names, registered and unregistered trademarks, service marks,
and applications, (c) any patents, patent applications any business methods,
inventions, and discoveries that may be patentable, and (d) any know-how, trade
secrets, confidential information, customer lists, computer software or
middleware (source code and object code), technical information, data, process
technology, plans, drawings, and blue prints.

         "Knowledge" means, when applied to Seller, the best knowledge of Seller
and of any managinig director of Seller or any of the Acquired Entities (prior
to Completion) or Gerben Smit after reasonable review of documents and records
and with such other inquiry as appears reasonable under the circumstances.
Notwithstanding the foregoing, although Mrs. Jannigje Smit van der Giessen
served for a period of time as a managing director of Seller, she will not be
deemed to have Knowledge.

         "Law" means any law (statutory, common, or otherwise), constitution,
treaty, convention, ordinance, equitable principle, code, rule, regulation,
executive order, or other similar authority enacted, adopted, promulgated, or
applied by any Governmental Body, each as amended and now and hereinafter in
effect.

         "Lease Agreement" means that certain real property lease agreement in
substantially the form of Exhibit B.

         "Liability" or "Liable" means any liability or obligation, whether
known or unknown, asserted or unasserted, absolute or contingent, matured or
unmatured, conditional or unconditional, latent or patent, accrued or unaccrued,
liquidated or unliquidated, or due or to become due.

         "Market Value" with respect to Prime Common Stock means the average per
share closing price reported by NASDAQ for the 20 trading days ending closest
to, but at least five calendar days in advance of, the date for which Market
Value is to be determined pursuant to Section 2.2 (Completion or the first or
second anniversary of Completion).

         "Material Adverse Change (or Effect)" means a change (or effect) in the
condition (financial or otherwise), properties, assets, Liabilities, rights,
obligations, operations, business, or prospects which change (or effect),
individually or in the aggregate, could reasonably be expected to be materially
adverse to such condition, properties, assets, Liabilities, rights, obligations,
operations, business, or prospects.

         "Netherlands and other EU Member States Tax" means any national, state,
or local income, gross receipts, license, payroll, employment, excise,
severance, stamp, occupation, premium, windfall profits, environmental, customs,
ad valorem, duties, capital stock, franchise, profits, withholding, social
security, unemployment, disability, real property, personal property, sales,
use, transfer, registration, value added, alternative or add-on minimum,
estimated, or other tax of any kind whatsoever, including any interest, penalty,
or addition thereto, whether disputed or not, imposed by the Netherlands or any
other European Union Member State.

         "Order" means any order, ruling, decision, verdict, decree, writ,
subpoena, mandate, precept, command, directive, consent, approval, award,
judgment, injunction, or other similar determination or finding by, before, or
under the supervision of any Governmental Body, arbitrator, or mediator.

         "Organizational Documents" means the articles of association, articles
of incorporation, certificate of incorporation, charter, bylaws, articles of
formation, regulations, operating agreement, certificate of limited partnership,
partnership agreement, and all other similar documents, instruments or
certificates executed, adopted, or filed in connection with the creation,
formation, or organization of a Person, including any amendments thereto.

         "Parties" is defined in the preamble to this Agreement.

         "Permit" means any permit, license, certificate, approval, consent,
notice, waiver, franchise, registration, filing, accreditation, or other similar
authorization required by any Law, Governmental Body, or Contract.

         "Permitted Distributions" means distributions by the Acquired Entities
to Seller by dividend or other means of cash in an amount not to exceed Euros
2,041,300, comprised of the current debt of the Acquired Entities to Seller
(Euros 1,649,900), plus a dividend (Euros 111,400), plus take over of the
tangible fixed assets as shown on the Balance Sheet for the value of Euros
280,000. Payment to Seller is to be made by distribution of an amount of cash
(Euros 1,267,600) shown on the Balance Sheet plus an amount of cash resulting
from the borrowings shown on the Balance Sheet as current account debt

         "Person" means any individual, partnership, limited liability company,
corporation, association, joint stock company, trust, entity, joint venture,
labor organization, unincorporated organization, or Governmental Body.

         "Post-Transition Tax Returns" is defined in Section 4.2.

         "Pre-Transition Tax Returns" is defined in Section 4.2.

         "Prime Common Stock" means the $0.01 par value common stock of
Guarantor.

         "Purchase Price" is defined in Section 2.2.

         "Purchased Intellectual Property" means all technology, property, and
information, and proprietary rights therein, relating to the so-called
"Snap-Lock" system (a system for the building of aluminium wall constructions),
including, without limitation, patent number 0119668, in the following
countries: Austria, Belgium, Czechoslovakia, Germany, France, Great Britain,
Italy, Luxembourg, the Netherlands, Sweden and LI.

         "Receivables" means all receivables of the Acquired Entities, including
all Contracts in transit, manufacturers warranty receivables, notes receivable,
accounts receivable, trade account receivables, and insurance proceeds
receivable.

         "Releasee" and "Releasees" is defined in Section 4.6.

         "Relevant Business" means the design, engineering and construction of
specialty vehicles for the transport of high technology medical and broadcast
and communications equipment.

         "Schedules" means the Schedules to this Agreement.

         "SEC" means the United States Securities and Exchange Commission.

         "Second Anniversary Payment" is defined in Section 2.2(c).

         "Securities Act" means the Securities Act of 1933.

         "Security Interest" means any security interest, deed of trust,
mortgage, pledge, lien, charge, claim, or other similar interest or right.

         "Seller" is defined in the preamble to this Agreement.

         "Seller Disclosure Letter" is defined in Section 2.4(a)(vii).

         "Seller Indemnitees" means Seller and its managing director.

         "Share" means any issued and outstanding share of capital stock of any
Acquired Entity.

         "Subsidiary" means, with respect to any Person: (a) any corporation of
which more than 50% of the total voting power of all classes of the Equity
Interests entitled (without regard to the occurrence of any contingency) to vote
in the election of directors is owned by such Person directly or through one or
more other Subsidiaries of such Person and (b) any Person other than a
corporation of which at least a majority of the Equity Interest (however
designated) entitled (without regard to the occurrence of any contingency) to
vote in the election of the governing body, partners, managers or others that
will control the management of such entity is owned by such Person directly or
through one or more other Subsidiaries of such Person.

         "Tax Return" means any return, declaration, report, claim for refund,
or information return or statement relating to Netherlands and other EU Member
States Taxes required to be filed with any Governmental Body, including any
schedule or attachment thereto, and including any amendment thereof.

         "Trade Secrets" means all know-how, trade secrets, confidential
information, customer lists, Software (source code and object code), technical
information, data, process technology, plans, drawings, and blue prints.

         "Transaction Documents" means this Agreement, the Employment Agreement,
the Lease Agreement, and each other document, instrument, certificate or
agreement required to be executed and delivered in connection with this
Agreement.

         "Transactions" means (a) the sale of the Shares by Seller to Buyer and
Buyer's delivery of the Purchase Price therefor; (b) the execution, delivery,
and performance of all of the documents, instruments and agreements to be
executed, delivered, and performed in connection herewith; and (c) the
performance by Buyer and Seller of their respective covenants and obligations
(pre- and post-Completion) under this Agreement.

         "Working Capital" means with respect to the Acquired Entities as a
group, the inventory and short term receivables minus current liabilities
(including, without limitation, bank debt) minus provisions of the type
reflected as "Provisions" on the Balance Sheet.

                                  Article II.
                           PURCHASE AND SALE OF SHARES
         Section 2.1 Purchase and Sale of Shares. On and subject to the terms
and conditions of this Agreement, Buyer agrees to purchase from Seller, and
Seller agrees to sell to Buyer, all of the Shares for the consideration
specified in Section 2.2. Such Share transfer shall be by notarial deed in the
form of Exhibit C.

         Section 2.2 Purchase Price. The purchase price for the Shares (the
"Purchase Price") is to be delivered as follows:

         (a)   Subject to the last sentence of this Section, at Completion, the
sum of US $3,500,000 in immediately available funds;

         (b)   Subject to the last sentence of this Section, at Completion, a
share  certificate  issued by Guarantor for shares of Prime Common Stock with an
aggregate Market Value at Completion equal to US $210,000.

         (c)   Upon the first anniversary of Completion, if the EBITDA of the
Acquired  Entities'  since  Completion  has exceeded eight percent (8%) of gross
turnover for the twelve months ending on the first anniversary of Completion,  a
certificate  for Prime Common Stock with an aggregate  Market Value at the first
anniversary  equal to the amount  indicated in the following  table,  subject to
reduction as provided in Section 5.5(a) below (the "First Anniversary Payment"):

              Excess of EBITDA                                First Anniversary
             Over Gross Turnover                               Payment Amount
            ---------------------                             ----------------
                  Over 12%                                     US $  795,000
           Over 11% but under 12%                              US $  636,000
           Over 10% but under 11%                              US $  477,000
            Over 9% but under 10%                              US $  318,000
            Over 8% but under 9%                               US $  159,000
                  Under 8%                                     US $  0


        (d)    Upon the second anniversary of Completion, if the Acquired
Entities'  EBITDA for the twelve  months  ending on the  second  anniversary  of
Completion  has exceeded  eight  percent  (8%) of gross  turnover for the twelve
months ending on the second  anniversary of Completion,  a certificate for Prime
Common Stock with an aggregate Market Value at the second  anniversary  equal to
the amount indicated in the following table, subject to reduction as provided in
Section 5.5(a) below (the "Second Anniversary Payment"):

              Excess of EBITDA                                First Anniversary
             Over Gross Turnover                               Payment Amount
            ---------------------                             ----------------
                  Over 12%                                     US $  795,000
           Over 11% but under 12%                              US $  636,000
           Over 10% but under 11%                              US $  477,000
            Over 9% but under 10%                              US $  318,000
            Over 8% but under 9%                               US $  159,000
                  Under 8%                                     US $  0

         In determining EBITDA on a basis consistent with prior periods and
following consistent practices, the following shall not be taken into account:
(i) any divergence from prior years mandated by accounting principles or law,
regardless of whether such divergence would have a positive or negative effect
on EBITDA; (ii) any allocations of indirect costs or corporate overhead by Buyer
or its Affiliates (including, without limitation, management fees of Guarantor
or its Affiliates and costs of any additional managers of Buyer or the Acquired
Entities appointed after the Completion Date) and any similar overhead or group
management charges which Guarantor or its Affiliates unilaterally charge to the
Acquired Entities; and (iii) penalties relating to taxes arising for periods
after the Balance Sheet Date.

         All amounts or Prime Common Stock certificates to be delivered by Buyer
under this Section shall be delivered by Buyer solely to Seller and not to any
of Seller's shareholders.

         Seller agrees that on the Completion Date, the aggregate Working
Capital of the Acquired Entities must not be less than negative Euros 200,000,
and to the extent the Working Capital value is less than negative Euros 200,000,
such difference shall be subtracted (on the basis of US $1 for each Euro 1)
first from the value of Prime Common Stock required to be delivered at
Completion pursuant to Section 2.2(b) and second, if any amount of any such
difference then remains, from the amount of funds required to be delivered at
Completion pursuant to Section 2.2(a).

         Section 2.3 The Completion. The Completion will take place at the
offices of DeBrauw Blackstone Westbroek in Amsterdam,  commencing at 11:30 a.m.,
local  time,  on 30  September  2002 or such  other date as Buyer and Seller may
mutually determine (the "Completion Date").

         Section 2.4 Deliveries at Completion.  At Completion:

         (a)   Seller will deliver to Buyer:
               (i)  Shareholders and Directors resolutions to the effect that
               the directors of Seller are duly authorized to execute the
               Transaction Documents on behalf of Seller and that Seller has
               due corporate authorization and power to deliver and perform
               the Transaction Documents, in form reasonably satisfactory to
               Buyer.

               (ii) The Employment Agreement, duly executed by Mr. Gerben Smit
               and Buyer.

               (iii)The resignation, effective as of the Completion, of each
               Acquired Entity's directors and officers including a waiver by
               each of them of any rights and claims they may have against the
               relevant Acquired Entity.

               (iv) The Lease Agreement, duly executed by by Smit Onroerend Goed
               B.V.

               (v)  Such other documents or instruments as may be reasonably
               required by Buyer in order to effect the sale and purchase of
               the Shares.

               (vi) Shareholders and Directors Resolutions of each of the
               Acquired Entities to the effect that the directors of Seller are
               duly authorized to execute the Transaction Documents on behalf of
               Seller and that Seller has due corporate authorization and power
               to deliver and perform the Transaction Documents in relation to
               the relevant Acquired Entity, in form reasonably satisfactory to
               Buyer.

               (vii)A disclosure letter setting forth matters referenced in, or
               exceptions to, the representations and warranties of Seller set
               forth in Exhibit D and Exhibit F (the "Seller Disclosure
               Letter"). The Seller Disclosure Letter shall be attached to this
               Agreement as Exhibit G.

               (viii)Evidence of transfer of the policyholder status of Seller
               to the Acquired Entities under insurance policies relating to the
               Acquired Entities' business.

         (b)   Buyer will deliver to Seller:

               (i)  The cash portion of the Purchase Price described in Section
               2.2(a), via wire transfer of immediately available funds.

               (ii) The share certificate for shares of Prime Common Stock to be
               delivered pursuant to Section 2.2(b).

               (iii) An Officers' certificate to the effect that the officers of
               Buyer are duly authorized to execute the Transaction Documents on
               behalf of Buyer and that Buyer has due corporate authorization
               and power to deliver and perform the Transaction Documents, in
               form reasonably satisfactory to Seller.

               (iv) The Employment Agreement, duly executed by Mr. Gerben Smit
               and Buyer.

               (v)  The Lease Agreement, duly executed by Buyer.

               (vi) Such other documents or instruments as may be reasonably
               required by Seller in order to effect the sale and purchase of
               the Shares.

               (vii)A disclosure letter setting forth matters referenced in, or
               exceptions to, the representations and warranties of Buyer set
               forth in Exhibit E (the "Buyer Disclosure Letter"). The Buyer
               Disclosure Letter shall be attached to this Agreement as
               Exhibit H.

         (c)   Seller and Buyer will procure the execution of notarial deeds
with respect to the Shares for each of the Acquired Entities, all of which will
be in substantially the form of Exhibit C.

         (d)   Buyer will have transferred to a Notary prior to Completion
US $3,500,000 and EUR  1,964,104.48,  and Buyer shall have granted the Notary an
irrevocable  power of attorney  to deliver  such  amounts  via wire  transfer of
immediately  available  funds to the  parties  and their  accounts  set forth on
Exhibit I upon receipt by the Notary of the following  items:  (i) a letter from
Rabobank  evidencing the full release of Seller as a party to the financing with
Rabobank,  conditional on the sum of EUR 1,964,104.48 being wired to Rabobank as
set forth in  Exhibit  I; (ii) each of the items  required  to be  delivered  by
Seller under Section  2.4(a);  and (iii) the duly executed  notarial  deeds with
respect  to the Shares for the  Acquired  Entities  as  required  under  Section
2.4(c).

                                  Article III.
                         REPRESENTATIONS AND WARRANTIES
                           CONCERNING THE TRANSACTION

         Section 3.1 Representations and Warranties of Seller. Seller represents
and warrants to Buyer that the statements contained in Exhibit D are correct and
complete as per the date of this  Agreement  and will be correct and complete as
per the Completion Date (as though made then,  except as expressly  disclosed in
the Seller Disclosure Letter, and as though the Completion Date were substituted
for the date of this Agreement  throughout Exhibit D). Capitalized terms used in
Exhibit  D shall  have the  meanings  ascribed  to them in this  Agreement.  The
Parties agree that the representations and warranties set forth in Paragraphs 1,
2, 5 and 6 of Exhibit D shall be deemed to be  warranties  on corporate  matters
within the meaning of Section 5.4(c).

         Section 3.2 Representations and Warranties of Buyer. Buyer represents
and  warrants to Seller that the  statements  contained in Exhibit E are correct
and complete as per the date of this  Agreement and will be correct and complete
as per the  Completion  Date (as  though  made  then and,  except  as  expressly
disclosed in the Buyer  Disclosure  Letter,  as though the Completion  Date were
substituted for the date of this Agreement  throughout  Exhibit E).  Capitalized
terms  used in  Exhibit  E shall  have  the  meanings  ascribed  to them in this
Agreement.  The  representations  and warranties set forth in Paragraphs 1, 2, 5
and 6 of Exhibit E shall be deemed to be warranties on corporate  matters within
the meaning of Section 5.4(c).

         Section 3.3 Representations and Warranties Concerning Acquired
Entities.  Seller represents and warrants to Buyer that the statements contained
in Exhibit F are correct and complete as per the date of this Agreement and will
be correct  and  complete as per the  Completion  Date (as though made then and,
except as expressly  disclosed in the Seller  Disclosure  Letter,  as though the
Completion  Date  were  substituted  for the date of this  Agreement  throughout
Exhibit F), except as set forth in the  Schedules  Seller has delivered to Buyer
on the date hereof.  Capitalized terms used in Exhibit F shall have the meanings
ascribed to them in this Agreement.  The Parties agree that the  representations
and  warranties  set forth in  Paragraphs 1, 2, 5, 6 and 7 of Exhibit F shall be
deemed to be  warranties  on  corporate  matters  within the  meaning of Section
5.4(c).

                                  Article IV.
                           POST-COMPLETION COVENANTS

         The Parties agree as follows with respect to the period following the
Completion:

         Section 4.1 General. In case at any time after the Completion any
further action
is necessary or desirable to carry out the purposes of this Agreement, each
Party will take such further action (including executing and delivering such
further instruments and documents) as any other Party reasonably may request,
all at the requesting Party's sole cost and expense (unless the requesting Party
is entitled to indemnification therefor under Article V). After the Completion,
Buyer will be entitled to possession of all documents, books, records,
agreements, and financial data of any sort relating to the Acquired Entities.
From and after the Completion Date, Seller will not, and will not permit any of
its Affiliates, to use the name "J.W. Smit" or any words or phrases similar
thereto in connection with any activities that are related to the Relevant
Business; but, Buyer and Seller agree that Seller and its Affiliates may
continue to use the name "Smit Onroerend Goed B.V." in relation to the real
property owned by such entity at Completion, "Smit Pensioen B.V." in relation to
the pension of Mr. J.W. Smit, "Smit Art Protection Systems B.V." in relation to
that company's business as set forth in its Articles of Incorporation, and "Smit
Museum" in relation to the proposed museum for old automobiles and other
vehicles. Except as otherwise provided in the preceding sentence, within 15 days
following the Completion Date, Seller will change its legal name, and cause the
legal name of each of its Affiliates to be changed as necessary, to ensure that
no such name contains the word "Smit," "J.W. Smit" or any word or phrase similar
thereto.

         Section 4.2 Tax Considerations. The provisions of this Section 4.2
shall be without prejudice to the applicability of the provisions of Section
5.4(a). Seller shall file and be solely responsible for all Tax Returns required
by law to be filed with respect to the Acquired Entities for all periods ending
on or before the Balance Sheet Date ("Pre-Transition Tax Returns") and all
Netherlands and other EU Member States Tax Liabilities pursuant to any
Pre-Transition Tax Return. Buyer shall file all Tax Returns required by law to
be filed with respect to the Acquired Entities for all periods ending after the
Balance Sheet Date, even if such period includes the Balance Sheet Date or times
prior to the Balance Sheet Date ("Post-Transition Tax Returns"), and Buyer shall
be solely responsible for all Netherlands and other EU Member States Tax
Liabilities pursuant to any Post-Transition Tax Return to the extent such
Netherlands and other EU Member States Tax Liabilities are not attributable to
the operations of the Acquired Entities prior to the Balance Sheet Date. Despite
Buyer's preparation of any Post-Transition Tax Return, Seller is solely
responsible for all Netherlands and other EU Member States Taxes attributable to
the operations of the Acquired Entities before the Balance Sheet Date and shall
immediately pay all such amounts to Buyer or the appropriate authorities, not
later than thirty (30) days after receipt of written demand from Buyer. Each of
Buyer and Seller is entitled to receive notice of and participate in any Action
concerning any actual or alleged Netherlands and other EU Member States Tax
Liabilities for which it is responsible under to this Section. Buyer shall
furnish to Seller draft copies of Post-Transition Tax Returns which include
periods prior to the Balance Sheet Date, and Seller shall have the right to
comment on and consent to the filing of any such Post-Transition Tax Return
(such consent not to be unreasonably withheld), provided that, notwithstanding
whether any such consent has been received, Buyer shall be entitled to file any
Post-Transition Tax Return when it is required to be filed.

         Section 4.3 Transition. Seller will not take any action that is
designed or intended to have the effect of  discouraging  any lessor,  licensor,
customer,  supplier, or other business associate of any of the Acquired Entities
from maintaining at least as favorable business  relationships with the Acquired
Entities after the Completion as it maintained with the Acquired  Entities prior
to the  Completion.  Seller will,  and will cause its  Affiliates  to, refer all
customer,  supplier,  and other  inquiries  relating  to the  businesses  of the
Acquired Entities to Buyer, or an Affiliate thereof.

         Section 4.4 Confidentiality. Seller will, and will cause each of its
Affiliates,  to  treat  and hold as such  all of the  Confidential  Information,
refrain from using any of the Confidential Information except in connection with
this  Agreement,  and deliver  promptly to Buyer or destroy,  at the request and
option of Buyer,  all tangible  embodiments (and all copies) of the Confidential
Information  which are in Seller's or its  Affiliate's  possession in each case,
forever.  If Seller or one of its  Affiliates  is ever  required to disclose any
Confidential  Information,  Seller will notify Buyer promptly of the requirement
so that Buyer may seek an appropriate protective relief.

         Section 4.5 Restrictive Covenants. To assure that Buyer and the
Acquired Entities will realize the benefits of the  Transactions,  Seller hereby
agrees with Buyer and each Acquired Entity not to:

         (a)   From the Completion Date until three years after the Completion
Date, directly or indirectly,  alone or as a partner,  joint venturer,  officer,
director, member, employee,  consultant, agent, independent contractor or Equity
Interest holder of, or lender to, any Person or business, engage in the Relevant
Business anywhere in the European Union.

         (b)   From the Completion Date until three years after the Completion
Date,  directly or indirectly (A) induce any Person that is a customer of Buyer,
any Acquired Entity,  or any of their Affiliates to enter into any Contract with
or otherwise  patronize any business  directly or indirectly in competition with
the Relevant  Business  conducted by Buyer, any Acquired Entity, or any of their
Affiliates; (B) canvass, solicit, or accept from any Person who is a customer of
Buyer,  any  Acquired  Entity,  or any of their  Affiliates,  any such  Relevant
Business;  or (C)  request or advise any Person who is a  customer,  vendor,  or
lessor of Buyer,  any Acquired Entity or any of their  Affiliates,  to withdraw,
curtail, or cancel any such customer's, vendor's, or lessor's business with such
Person.

         (c)   From the Completion Date until three years after the Completion
Date,   directly  or  indirectly,   solicit  for  employment  or  other  similar
relationship  with  Seller,  its  Affiliates  or anyone  else,  any  employee or
independent   contractor  of  Buyer,  any  Acquired  Entity,  or  any  of  their
Affiliates,  or any person who was an  employee  or  independent  contractor  of
Buyer, any Acquired  Entity,  or any of their  Affiliates,  within the six-month
period immediately  preceding such solicitation of employment;  except that this
prohibition  shall not apply to any employees who have  officially  retired from
their employment prior to any solicitation.

         Seller agrees and acknowledges that the restrictions in this Section
4.5 are reasonable in scope and duration and are necessary to protect Buyer and
the Acquired Entities after the Completion. If any provision of this Section
4.5, as applied to any Party or to any circumstance, is adjudged by a
Governmental Body, arbitrator, or mediator not to be enforceable in accordance
with its terms, the same will in no way affect any other circumstance or the
enforceability of the remainder of this Agreement. If any such provision, or any
part thereof, is held not to be enforceable in accordance with its terms because
of the duration of such provision, the area covered thereby, or the scope of the
activities covered, the Parties agree that the Governmental Body, arbitrator, or
mediator making such determination will have the power to reduce the duration,
area, and/or scope of activities of such provision, and/or to delete specific
words or phrases, and in its reduced form, such provision will then be
enforceable in accordance with its terms and will be enforced. The Parties agree
and acknowledge that the breach of this Section 4.5 will cause irreparable
Damage to Buyer and the Acquired Entities and upon breach of any provision of
this Section 4.5, Buyer and/or any Acquired Entity will be entitled, without
prejudice to the provisions of Section 5.4, to injunctive relief, specific
performance, or other equitable relief without bond or other security; provided,
however, that the foregoing remedies will in no way limit any other remedies
which Buyer and/or any Acquired Entity may have. In addition to all such rights,
if Seller should breach any of the provisions of this Section 4.5, Seller shall
pay Buyer the sum of Euros 10,000 for each day that any such breach continues
without being cured.

         Section 4.6 Release. Except as expressly provided by this Agreement,
Seller,  on  behalf  of  Seller  and each of  Seller's  heirs,  representatives,
successors,   and  assigns,   hereby  releases  and  forever  discharges  Buyer,
Guarantor,  and  each  of  their  respective  officers,   directors,   managers,
Affiliates,  successors,  assigns,  and the Acquired  Entities  from any and all
Actions, Orders, Damages,  Liabilities, and Contracts whatsoever,  whether known
or unknown, suspected or unsuspected, which Seller or any of Seller's respective
representatives,  successors  or assigns now has, have ever had or may hereafter
have  arising  contemporaneously  with or  prior  to the  Completion  Date or on
account  of  or  arising  out  of  any  matter,   cause,   or  event   occurring
contemporaneously  with or prior to the Completion  Date including any rights to
indemnification or reimbursement  from any Acquired Entity,  whether pursuant to
their respective Organizational Documents,  Contract or otherwise and whether or
not relating to Actions  pending on, or asserted  after,  the  Completion  Date;
provided,  however,  that nothing  contained  herein will operate to release any
obligations of Buyer arising under this Agreement.

         Seller hereby irrevocably covenants to refrain from, directly or
indirectly, asserting any cause of action, or commencing, instituting or causing
to be commenced, any Action, of any kind, based upon any matter purported to be
released hereby.

         Section 4.7 Stock Certificates. Each stock certificate delivered by
Buyer to Seller will be imprinted with a legend substantially in the following
form:

           The shares represented by this certificate have not
           been registered under the Securities Act of 1933. The
           shares have been acquired for investment and may not
           be sold, transferred, or assigned in the absence of
           an effective registration statement for these shares
           under the Securities Act of 1933 or an opinion of the
           Company's counsel that registration is not required
           under said Act.

         Section 4.8 Guaranty of Guarantor. Guarantor hereby unconditionally and
irrevocably guarantees each of the payment and performance obligations of Buyer
under this Agreement. Guarantor agrees that, if Buyer shall default in any
obligation to pay to Seller any amount then due and payable by Buyer, then
Guarantor shall immediately pay such amount to Seller without requiring that
Seller proceed against Buyer or any other person before proceeding against
Guarantor under this guaranty.

         Section 4.9 Employment Conditions. All primary and secondary employment
conditions with respect to the Acquired Entities, including the Collective Labor
Agreement as of the Completion Date, will be complied with by Buyer.

         Section 4.10 Settlement of Costs.

         (a)   Costs of Buyer and the Acquired Entities. Buyer and the Acquired
Entities agree they are responsible  for, and will reimburse Seller for, any and
all costs that Seller or Smit  Onroerendgoed B.V. have incurred in the period up
to and  including  the  Balance  Sheet  Date,  to the extent (i) they  relate to
periods  after the  Balance  Sheet  Date,  (ii) they are for the  benefit of the
Acquired Entities, and (iii) no accrual of any kind has been made in the Balance
Sheet.

         (b)   Costs of Seller. Seller agrees that it is responsible for, and
will reimburse Buyer for, any and all costs that Buyer and the Acquired Entities
have incurred in the period from and after the Balance Sheet Date, to the extent
(i) they relate to periods up to and including the Balance Sheet Date, (ii) they
are for the benefit of the Acquired  Entities,  and (iii) that no accrual of any
kind has been made in the Balance Sheet.

         (c) Date of Settlement. The Parties agree to settle amounts owed
pursuant to this Section 4.10 on February 28, 2003.  The Parties  further  agree
that the  settlement,  once  agreed  to,  shall be final and  binding  upon both
parties with respect to all obligations under this Section 4.10.


                                   Article V.
                                INDEMNIFICATION

         Section 5.1 Survival of Representations and Warranties. Each
representation,  warranty,  covenant and  obligation  in this  Agreement and any
certificate  or document  delivered  pursuant to this Agreement will survive the
Completion.

         Section 5.2 Indemnification Provisions for Buyer's Benefit. Seller
shall be liable to the Buyer  Indemnitees  for, and indemnify and hold the Buyer
Indemnitees harmless from and pay, any and all Damages,  directly or indirectly,
resulting  from,  relating to, arising out of, or attributable to any one of the
following:

         (a)   Any breach of any representation or warranty that Seller has made
in this Agreement as if such representation or warranty were made on and as per
the Completion Date.

         (b)   Any breach attributable to Seller of any covenant or obligation
of Seller in this Agreement.

         (c)   Without prejudice to the applicability of the provisions of
Section 5.4(a), and except as specifically indicated in Seller's Disclosure
Letter, the operation and ownership of, or conditions occurring with respect to,
any Acquired Entity prior to 11:59 p.m. on the Completion Date.

         Section 5.3 Indemnification Provisions for Seller's Benefit. Buyer
shall be liable to the Seller Indemnitees for, and indemnify and hold the Seller
Indemnitees harmless from and pay, any and all Damages,  directly or indirectly,
resulting  from,  relating  to,  arising out of, or  attributable  to any of the
following:

         (a)   Any breach of any representation or warranty Buyer has made in
this Agreement as if such representation or warranty were made on and as per the
Completion Date.

         (b)   Any breach by Buyer of any covenant or obligation of Buyer in
this Agreement.

         (c)   Any event arising from the operation and ownership of, or
conditions first occurring with respect to, any Acquired Entity after 11:59 p.m.
on the Completion Date.

         Section 5.4 Limitations on Indemnification Liability.

         (a)   With respect to all indemnification claims by the Buyer
Indemnitees and other Damages,  the maximum total liability of Seller under this
Agreement  shall not exceed the sum of the First  Anniversary  Payment  plus the
Second  Anniversary  Payment.  At  Seller's  option,  amounts  owed to the Buyer
Indemnitees  for  indemnification  can be satisfied  either by forfeiture of the
right to receive  Prime  Common Stock  payable or paid as the First  Anniversary
Payment or the Second Anniversary  Payment or by payment to Buyer in immediately
available funds. To the extent that the First Anniversary  Payment or the Second
Anniversary  Payment does not become  payable (as provided in the sliding  scale
tables of Section  2.2(c)),  then  Seller  shall have no  obligation  under this
indemnity for the amount not payable. Accordingly, Seller shall not be obligated
to make any payment under this indemnity  until after the date of payment of the
First Anniversary  Payment.  If the First Anniversary  Payment is either zero or
completely  offset against  obligations of Seller,  then no obligation of Seller
shall arise until after the Second  Anniversary  Payment is  calculated.  If the
First Anniversary  Payment and the Second Anniversary  Payment either total zero
or are completely  offset against  obligations of Seller,  then no obligation of
Seller  shall  exist.  For  purposes of this  indemnity,  the value of any Prime
Common  Stock that  Seller  elects to forfeit  will be  calculated  based on the
Market Value at  Completion.  Any indemnity  paid shall be deemed a reduction in
the purchase price.

         (b)   With respect to all indemnification claims by the Seller
Indemnitees,  the maximum total  liability of Buyer shall not exceed the maximum
liability of Seller at any point in time,  except with respect to obligations of
Buyer to pay the Purchase Price.  Buyer must satisfy any obligations  under this
Article V by payment in immediately available funds.

         (c)   With respect to indemnification claims by any Indemnified Party.
Any claims any  Indemnified  Party makes under this Article V will be limited as
follows:

               (i)  Prompt Notification. No liability for an indemnification
               claim under this Agreement shall exist unless the Indemnified
               Party promptly notifies the Indemnitor of the indemnification
               claim prior to the second anniversary of the Completion Date and
               the Indemnified Party initiates an Action with respect to the
               indemnification claim within three months after the Indemnified
               Party notifies the Indemnitor of the indemnification claim,
               except that (A) with respect to the warranties on corporate
               matters, such two year period shall be equal to the statutory
               period of limitation and (B) with respect to the warranties on
               Netherlands and other EU Member States Tax and social security
               matters, such two year period shall be extended for so long as
               the applicable tax and social security authorities can still
               claim the amounts involved or can impose any additional
               assessments or penalties on the amounts involved. The limitations
               under (A) and (B) in this paragraph apply only to the final date
               for the Indemnified Party's notification to the Indemnitor, from
               which notification the Indemnified Party still has an obligation
               to initiate an Action within three months or no liability for the
               notified claim shall exist.

               (ii) Tax  Benefits. The Liability of any Party under this
               Article VI shall be reduced by the net amount of any United
               States  tax or  Netherlands  and other EU Member  States Tax
               benefit  which  results directly in consequence of the matter for
               which  indemnification  is claimed,  to the extent that such
               benefit is actually  received by Buyer or one of the  Acquired
               Entities.  The value of any indemnification  claim  by  Buyer
               under  this  Section  shall be  reduced  for any tax  benefits
               actually  received by Buyer or an Acquired  Entity which
               (A) arise with respect to periods  prior to the Balance  Sheet
               Date,  (B)  rightly  relate to the Seller,  and (C) arise in the
               form of a higher  depreciation  base in the  Acquired  Entities
               due to a revaluation of the assets and liabilities of the
               Acquired  Entities as a result of an  application of the
               anti-abuse  clause in the fiscal-unity decree (16th Standard
               Condition  in such  decree)  and/or as a result of the
               dissolution of the fiscal unity between Seller and the Acquired
               Entities.

               (iii)Other Limitations. Buyer shall not be permitted to make any
               indemnification claim to the extent that:

                    1) An express provision or allowance has been made in the
               Balance Sheet for the specific matter which would, absent such
               provision or allowance, otherwise give rise to an indemnification
               claim.

                    2) The indemnification claim arises solely as a result of a
               change after the Completion Date in the accounting principles
               upon which the Acquired Entities value their assets.

                    3) Buyer or the Acquired Entities are entitled to claim
               under any policy of insurance (or would have been so entitled had
               they maintained in force the insurance coverage that was in force
               on the Completion Date)and the insurance monies under such policy
               are actually recovered.

                    4) Buyer or an Acquired Entity does any act or thing after
               Completion which, solely by reason of such act or thing and for
               no other reason, gives rise to an indemnification claim which
               would not otherwise arise if Buyer or the Acquired Entity had
               been aware that such act or thing would be likely to give rise to
               an indemnification claim.

         (d)   With respect to all indemnification claims, neither Indemnified
Party shall have any  liability in respect of any  indemnification  claim unless
and until the amount that would otherwise be  recoverable,  when aggregated with
any  other   amounts  so   recoverable   or   recovered   in  respect  of  other
indemnification claims, exceeds US $25,000,  whereupon the Inemnitor's liability
shall be for the total  amount  claimed  and not merely for amounts in excess of
the US $25,000 threshold.

         Section 5.5 Indemnification Procedures. If any third party (including
any  authority  with the power to levy  Netherlands  and other EU Member  States
Taxes) brings an Action against any of the Acquired Entities or Buyer,  Buyer or
any Acquired  Entity shall  promptly  inform Seller of the Action.  If any third
party  (including any authority with the power to levy  Netherlands and other EU
Member  States  Taxes)  brings an Action  against  Seller and such Action  would
affect the Acquired Entities or Buyer, Seller shall promptly inform Buyer of the
Action.  The  Parties  shall then seek to  mutually  agree on how to proceed and
whether the  indemnifying  Party,  if any,  shall assume  defense of the Action,
using legal  counsel  reasonably  satisfactory  to both  Parties,  provided that
Seller  shall  have no right to  assume  the  defense  of any  Action  involving
Netherlands  and other EU Member  States Taxes or any Action in which the amount
in  dispute  would  (alone or with  other  claims  then  pending  or  reasonably
anticipated)  represent  an amount in  excess  of the  amount of  then-remaining
liability of Seller under this Agreement for its indemnification obligations. In
order for an indemnifying Party to assume defense of an Action, the indemnifying
Party shall provide the other Party with  reasonable  assurance of its financial
capacity to defend the Action,  shall provide full  indemnification with respect
to such  Action  for  Buyer  Indemnitees,  in the  case of  Seller,  and  Seller
Indemnitees,  in the case of Buyer, and shall pay the fees and expenses of legal
counsel reasonably satisfactory to the other Party for defense of the Action. If
the indemnifying  Party assumes defense of an Action,  the indemnifying  Party's
assumption shall establish  conclusively  that the Action is within the scope of
matters  covered  by  that  Party's   indemnification   obligations  under  this
Agreement.  If the Buyer or any Acquired  Entity desires to settle an Action and
Seller  does not  consent,  then  Seller  shall  fully  indemnify  Buyer and the
Acquired Entities against any and all Liabilities arising out of such Action and
shall provide such security as Buyer may reasonably  require for  fulfillment of
such  Liabilities,  and Seller may at that point take control of the Action with
all rights and Liabilities which result from the Action.  In any event,  neither
Seller nor Buyer,  whichever may assume  defense of an Action,  shall consent to
the entry of judgment or enter into settlement, without the prior consent of the
other Party, unless (i) there is no finding or admission of any violation of any
Law or Order and (ii) the sole relief provided in the Action is monetary damages
that are paid in full by the  indemnifying  Party.  In the case of any claim for
indemnity,  each Party will  cooperate  with the other in efforts to resolve the
claim and will  permit the other  Party  access to all books and  records  which
might be relevant to or useful in these  efforts,  during normal  business hours
and at the place where such books and records are  normally  kept (except to the
extent that disclosure would violate any applicable Law or Order).  Any books or
records so disclosed shall be subject to the confidentiality  provisions of this
Agreement,  except to the extent  necessary to disclose  information  which they
contain  in the  course of  resolving  any  claim or as  otherwise  required  by
applicable Law or Order.


                                  Article VI.
                                 MISCELLANEOUS

         Section 6.1 Schedules. The disclosures in the Schedules relate only to
the  representations and warranties in the Section or paragraph of the Agreement
to which they expressly relate and not to any other  representation  or warranty
in this Agreement.  Nothing in the Schedules will be deemed adequate to disclose
an exception to a  representation  or warranty unless the disclosure  identifies
the exception with reasonable  particularity and describes the relevant facts in
reasonable detail.

         Section 6.2 Entire Agreement. This Agreement, together with the
Exhibits and Schedules hereto and the certificates,  documents,  instruments and
writings that are delivered  pursuant  hereto,  constitutes the entire agreement
and  understanding  of the  Parties  in  respect  of  its  subject  matters  and
supersedes all prior understandings,  agreements, or representations by or among
the  Parties,  written  or oral,  to the  extent  they  relate in any way to the
subject matter hereof or the Transactions.

         Section 6.3 Successors. The terms and provisions of this Agreement are
binding upon,  and inure to the benefit of and are  enforceable  by, the Parties
and their respective successors and permitted assigns.

         Section 6.4 Assignments. No Party may assign either this Agreement or
any of its rights,  interests,  or obligations  under this Agreement without the
prior written approval of each other Party;  provided,  however,  that (a) Buyer
may (i) assign any or all of its rights and  interests  hereunder to one or more
of the Affiliates of Guarantor, and any such assignees shall assume and agree to
perform all obligations of Buyer under this Agreement, and (ii) designate one or
more of the Affiliates of Guarantor to perform its obligations hereunder, but in
the event of any such  assignment or  designation  Guarantor  shall remain fully
obligated  under this  Agreement and shall not be released from its  obligations
under this Agreement, and (b) after Completion, Seller may (i) assign any or all
of its  rights  and  interests  hereunder  to one or more of the  Affiliates  of
Seller, and any such assignees shall assume and agree to perform all obligations
of Seller under this Agreement, and (ii) designate one or more of the Affiliates
of Seller to perform  its  obligations  hereunder,  but in the event of any such
assignment  or  designation  Seller  shall  remain  fully  obligated  under this
Agreement and shall not be released from its obligations under this Agreement.

         Section 6.5 Notices. All notices, requests, demands, claims and other
communications hereunder will be in writing. Any notice, request, demand, claim
or other communication hereunder will be deemed duly given if (and then three
business days after) it is sent by registered or certified mail, return receipt
requested, postage prepaid, and addressed to the intended recipient as set forth
below:

           If to Buyer, Guarantor or after Completion to the Acquired Entities:

           Attn:    President
           1301 Capital of Texas Highway, Suite C-300
           Austin, Texas 78746
           Fax:     (512) 314-4305

           Copy to (which will not constitute notice):

           Akin, Gump, Strauss, Hauer & Feld, L.L.P.
           Attn:    Mr. Timothy L. LaFrey
           300 West 6th Street, Suite 2100
           Austin, Texas 78701
           Fax:     (512) 703-1111

           If to Seller

           J.W. Smit Holding B.V.
           Attn:    J.W. Smit
           Oostkade 10 3261 KL
           Oud- Beijerland
           Netherlands



           Copy to (which will not constitute notice):

           Van Den Herik and Ver Hulst
           Attn:    Mr. W. van den Herik
           Verzamelgebouw Zuid
           Strevelsweg 700/606-607
           3083 AS Rotterdam
           Netherlands
           Fax:     (0031)(0)10 481 51 72


         Any Party may send any notice, request, demand, claim, or other
communication hereunder to the intended recipient at the address set forth above
using any other means (including personal delivery, expedited courier, messenger
service, telecopy, telex, ordinary mail, or electronic mail), but no such
notice, request, demand, claim, or other communication will be deemed to have
been duly given unless and until it actually is received by the intended
recipient. Any Party may change the address to which notices, requests, demands,
claims, and other communications hereunder are to be delivered by giving the
other Parties notice in the manner herein set forth.

         Section 6.6 Binding Arbitration. All disputes arising under this
Agreement,  will be resolved as  follows:  first,  Seller and Buyer will meet to
attempt to resolve such dispute.  If the dispute cannot be resolved by agreement
of the  Parties,  any Party may at anytime  make a written  demand  for  binding
arbitration of the dispute in accordance  with this Section 6.6. Any arbitration
shall be conducted in the English language following the procedures and rules of
the Netherlands  Arbitration Institute in Rotterdam.  The arbitral tribunal will
consist of three arbitrators, the place of arbitration will be Rotterdam and the
tribunal will make its decision in accordance with the laws of the  Netherlands.
The  arbitral  judgement  may not be published  by the  Netherlands  Arbitration
Institute.

         All decisions made by the Netherlands Arbitration Institute will be
final, binding and incontestable, and can be used as a basis for obtaining a
judgment in the Netherlands. The courts of Rotterdam shall have jurisdiction
over all decisions resulting from any arbitration proceeding, and any case
brought in connection with an arbitration decision shall be governed and
construed in accordance with the laws of the Netherlands.

         Section 6.7 Miscellaneous Matters. The Parties agree as follows:

         (a)   The Parties agree to waive the right under the law of the
Netherlands to demand dissolution of this Agreement and the deeds transferring
shares of the Acquired Entities.

         (b)   Buyer acknowledges that, if the number of persons employed on a
regular basis (within the meaning of the laws of the Netherlands) by the
Acquired Entities were to exceed 50, Buyer would be obligated to establish a
works council.

         (c)   Seller and Buyer intend that the financial operating results
(profit or loss) of the  Acquired  Entities  shall be for the  account of Seller
through  the  Balance  Sheet Date and for the account of Buyer after the Balance
Sheet Date.  This  intention does not affect any of Buyer's  representations  or
warranties made on or as per the date of this Agreement or the Completion Date.

         (d)   Promptly after the Completion Date, Buyer and Seller shall
jointly  engage an expert in measuring the condition of soil and  contamination,
if any, to evaluate the  condition  of the soil at the  property  covered by the
Lease  Agreement  for  purposes of  establishing  the soil  condition  as of the
Completion  Date as the basis  upon  which  any  liability  of  Seller  for that
condition  would  be  established.  Buyer is  responsible  for any  increase  in
pollution  post-report  and Seller is responsible for pollution up to the levels
indicated  in the  report.  Buyer  agrees to  maintain  environmental  insurance
coverage  at  a  level  of  not  less  than  Euros  1,000,000.

         (e)  Each  party acknowledges that Mrs. Jannigje Smit van der Giessen
served for an interim  period as a managing  director of Seller.  Buyer releases
her in her capacity as managing  director for the period prior to the Completion
Date and completely  discharges her for any liability for her management  during
her tenure. The foregoing is intended to clarify that there is no basis on which
Mrs. Smit would be liable to Buyer or the Acquired Entities after the Completion
Date.

         Section 6.8 Counterparts and Headings. This Agreement may be executed
in two or more counterparts, each of which will be deemed an original but all of
which  together will  constitute  one and the same  instrument.  The article and
section  headings  contained in this Agreement are inserted for convenience only
and will not affect in any way the meaning or interpretation of this Agreement.

         Section 6.9 Governing Law. This Agreement and the performance of the
Transactions and obligations of the Parties hereunder will be governed by and
construed in accordance with the laws of the Netherlands.

         Section 6.10 Amendments and Waivers. No amendment, modification,
replacement, termination or cancellation of any provision of this Agreement will
be valid,  unless the same will be in writing and signed by Buyer and Seller. No
waiver by any Party of any default, misrepresentation,  or breach of warranty or
covenant  hereunder,  whether intentional or not, may be deemed to extend to any
prior or  subsequent  default,  misrepresentation,  or  breach  of  warranty  or
covenant  hereunder or affect in any way any rights arising because of any prior
or subsequent such occurrence.

         Section 6.11 Severability. The provisions of this Agreement will be
deemed  severable and the invalidity or  unenforceability  of any provision will
not  affect the  validity  or  enforceability  of the other  provisions  hereof;
provided that if any provision of this Agreement,  as applied to any Party or to
any circumstance,  is adjudged by a Governmental Body,  arbitrator,  or mediator
not to be enforceable in accordance  with its terms,  the Parties agree that the
Governmental Body,  arbitrator,  or mediator making such determination will have
the power to modify the  provision in a manner  consistent  with its  objectives
such that it is enforceable,  and/or to delete specific words or phrases, and in
its reduced form, such provision will then be enforceable and will be enforced.

         Section 6.12 Expenses. Except as otherwise expressly provided in this
Agreement,  each  Party  will bear its own costs  (except  that the costs of the
Notary  for the  transfer  of the Shares  will be borne by Buyer)  and  expenses
incurred in connection with the  preparation,  execution and performance of this
Agreement  and the  Transactions  including  all fees and  expenses  of  agents,
representatives,  financial  advisors,  legal  counsel and  accountants.  Seller
agrees  that no  Acquired  Entity has borne or will bear any costs and  expenses
(including  any legal  fees and  expenses  of Seller)  in  connection  with this
Agreement or any of the Transactions.

         Section 6.13 Incorporation of Exhibits, Annexes, and Schedules. The
Exhibits, Annexes, Schedules, and other attachments identified in this Agreement
are incorporated herein by reference and made a part hereof.

                            [Signature page follows]

<PAGE>
                                 SIGNATURE PAGE
                                       TO
                            SHARE TRANSFER AGREEMENT

         IN WITNESS WHEREOF, the Parties have executed this Agreement as of the
date first above written.

                        AK Specialty Vehicles B.V.


                        By:
                                 -----------------------------------------------
                                 Brad A. Hummel, Managing Director




                        Prime Medical Services, Inc.


                        By:
                                 -----------------------------------------------
                                 Brad A. Hummel, President and
                                 Chief Executive Officer




                        J.W. Smit Holding B.V.


                        By:
                                 -----------------------------------------------
                                 Jacques Smit, as an authorized director on
                                 behalf of Seller








<PAGE>

                                    EXHIBIT A
                                    ---------

                          FORM OF EMPLOYMENT AGREEMENT
                          ----------------------------

See Attached.



<PAGE>

                                    EXHIBIT B
                                    ---------

                             FORM OF LEASE AGREEMENT
                             -----------------------

See Attached.



<PAGE>

                                    EXHIBIT C
                                    ---------

                  FORM OF NOTARIAL DEED FOR TRANSFER OF SHARES
                  --------------------------------------------

See Attached.



<PAGE>
                                    EXHIBIT D
                                    ---------

                    REPRESENTATIONS AND WARRANTIES OF SELLER
                    ----------------------------------------

1.       Status of Seller. Seller is a private company with limited liability
         (besloten vennootschap, duly created, validly existing, and in good
         standing under the Laws of Netherlands). There is no pending or
         threatened Action (or basis therefor)for the dissolution, liquidation,
         insolvency, or rehabilitation of Seller.

2.       Power and Authority; Enforceability. Seller has the entity power and
         authority to execute and deliver each Transaction Document to which
         Seller is a party, and to perform and consummate the Transactions.
         Seller has taken all actions necessary to authorize the execution and
         delivery of each Transaction  Document  to which it is party, the
         performance  of Seller's obligation's thereunder, and the consummation
         of the  Transactions. Each  Transaction  Document has been duly
         authorized, executed, and delivered by, and is Enforceable against
         Seller.

3.       No Violation.  The execution and the delivery of the  Transaction
         Documents by Seller and the performance and  consummation  of the
         Transactions  by Seller will not (i) breach any  applicable Law or
         Order of the Netherlands or the European  Union to which Seller is
         subject or any provision of Seller's  Organizational Documents,
         (ii) breach any  Contract,  Order,  or Permit to which Seller is a
         party or by which Seller is bound or to which any of Seller's assets is
         subject,  or (iii)  require any  Consent,  except any SEC and other
         filings  required  to be  made  by  Buyer.  Neither  Seller  nor any of
         Seller's  Subsidiaries  or Affiliates  which are not Acquired  Entities
         has breached any Contract to which any Acquired  Entity is a party or
         by which any Acquired Entity or its assets is bound.

4.       Brokers' Fees. Seller does not have any Liability to pay any
         compensation to any broker, finder, or agent with respect to the
         Transactions for which Buyer or any Acquired Entity could become
         directly or indirectly Liable.

5.       Shares; Seller Information. Seller holds of record and owns
         beneficially all of the Shares, free and clear of any Encumbrances.
         Seller is not a party to any Contract that could require Seller to
         sell, transfer, or otherwise dispose of any of the Shares (other than
         the Agreement). Seller is not a party to any other Contract with
         respect to any of the Shares.

6.       Investment. Seller (i) understands that none of the Prime Common Stock
         that is  delivered  pursuant to the Agreement has been, nor will it be,
         registered  under the Securities Act, any state  securities Laws, or
         any securities  Laws of the  Netherlands,  and that the Prime Common
         Stock is being offered and sold in reliance upon federal and state
         exemptions for  transactions  not involving any public  offering,
         (ii) is acquiring the Prime Common Stock solely for Seller's own
         account for investment purposes, and not with a view to the
         distribution thereof, (iii) is a sophisticated investor with knowledge
         and experience in business and financial  matters,  (iv) has received
         certain  information  concerning Buyer and has had the opportunity to
         obtain  additional  information as desired to evaluate the merits and
         the risks inherent in holding the Prime Common Stock,  (v) is able to
         bear the economic  risk and lack of liquidity  inherent in holding
         the Prime  Common  Stock,  and (vi) is an  "accredited  investor"  as
         defined  in  Regulation  D promulgated under the Securities Act.

7.       Buyer Review. Seller:

         a.    Has such knowledge and experience in financial and business
               matters that it is capable of evaluating the merits and risks
               of Seller's investment in the Prime Common Stock contemplated
               by the Agreement, and that Seller is able to bear the economic
               risk of such investment indefinitely.

         b.    Has (A) had the opportunity to meet with representative
               officers and other representatives of Buyer to discuss its
               business, assets, liabilities, financial condition, cash flow,
               and operations, and (B) received all materials, documents and
               other information that it deems necessary or advisable to
               evaluate the Prime Common Stock and the Transactions.

         c.    Has made its own independent examination, investigation and
               evaluation of the Prime Common Stock. d. Has undertaken such
               due diligence regarding the Prime Common Stock as it deems
               adequate.

         Nothing in this Paragraph 7 will preclude Seller from relying on the
         representations, warranties, covenants, and agreements of Buyer under
         the Agreement (including Exhibits to the Agreement) or from pursuing
         its remedies with respect to a breach thereof.





<PAGE>
                                    EXHIBIT E
                                    ---------

                     REPRESENTATIONS AND WARRANTIES OF BUYER
                     ---------------------------------------

1.       Entity Status. Buyer is a limited liability company duly organized,
         validly existing and in good standing under the Laws of the State of
         Texas. Buyer has the requisite power and authority to own or lease its
         properties and to carry on its business as currently conducted. There
         is no pending or threatened Action (or basis therefor) for the
         dissolution, liquidation, insolvency, or rehabilitation of Buyer.

2.       Power and Authority; Enforceability. Buyer has the relevant entity
         power and authority to execute and deliver each Transaction Document to
         which it is party, and to perform and consummate the Transactions.
         Buyer has taken all action necessary to authorize the execution and
         delivery of each Transaction Document to which it is party, the
         performance of its obligations thereunder, and the consummation of the
         Transactions. Each Transaction Document to which Buyer is a party has
         been duly authorized, executed and delivered by, and is Enforceable
         against, Buyer.

3.       No Violation. Except as set forth on Schedule E-3, the execution and
         delivery of the Transaction Documents to which Buyer is a party by
         Buyer and the performance and consummation of the Transactions by Buyer
         will not (i) breach any Law or Order to which Buyer is subject or any
         provision of its Articles of Organization or Regulations; (ii) breach
         any Contract, Order, or Permit to which Buyer is a party or by which it
         is bound or to which any of its assets is subject; (iii) require any
         Consent, except any SEC and other filings required to be made by Buyer.

4.       Brokers' Fees. Buyer has no Liability to pay any compensation to any
         broker, finder, or agent with respect to the Transactions for which
         Seller could become Liable.

5.       Capitalization. All of Buyer's outstanding equity interests are owned
         by Prime Kidney Stone Treatment, Inc., a New Jersey corporation and
         wholly owned subsidiary of Guarantor.

6.       Prime Common Stock;  Guarantor's  Securities Filings and Financial
         Statements.  The shares of Prime Common Stock to be issued pursuant to
         the Agreement will be duly authorized, validly issued, fully paid and
         nonassessable  and will be issued in compliance  with all applicable
         federal and state securities Laws. Buyer has furnished or made
         available to Seller true and complete  copies of all reports or
         registration statements  that  Guarantor has filed with the SEC under
         the  Securities Act and the Exchange Act, for all periods subsequent to
         January 1, 2002,  all in the  form so  filed  (collectively  the
         "Guarantor  SEC Documents").  As of their respective  filing dates, the
         Guarantor SEC Documents  complied in all material respects with the
         requirements  of the Securities Act or the Exchange Act, as applicable.
         Guarantor's financial statements, including the notes thereto, included
         in the Guarantor SEC Documents comply as to form in all material
         respects with applicable accounting requirements and with the published
         rules and regulations of the SEC with respect thereto, have been
         prepared in accordance with United  States of America generally
         accepted accounting principles consistently applied (except as may be
         indicated in the notes  thereto) and present  fairly Buyer's
         consolidated  financial  position at the dates thereof and of its
         operations and cash flows for the periods then ended (subject, in the
         case of unaudited  statements, to normal audit adjustments).

7.       United States Income Tax Matters. Seller shall not be liable for any
         capital gains taxation under the United States federal income tax laws
         solely by virtue of Buyer, as an entity wholly owned by a United States
         taxpayer, acquiring the Shares from Seller, provided, however, that
         this warranty does not apply if Seller is determined to be otherwise
         engaged in a United States trade or business.

8.       United States Federal Securities Law Matters. Seller shall not be
         required to make a filing with the SEC or otherwise under United States
         federal securities laws solely by reason of Buyer delivering to Seller
         the shares of PMSI Common Stock which Buyer is required to deliver
         pursuant to this Agreement.





<PAGE>
                                    EXHIBIT F

                         REPRESENTATIONS AND WARRANTIES
                          CONCERNING ACQUIRED ENTITIES

1.       Entity  Status.   Each  Acquired   Entity  is  a  private   company
         with  limited   liability   (besloten vennootschap),  duly created,
         validly existing, and in good standing under the Laws of Netherlands.
         Each Acquired  Entity is duly  authorized  to conduct its  business and
         is in good  standing  under the laws of each  jurisdiction  where such
         qualification  is required.  Each Acquired  Entity has the requisite
         power and  authority  necessary  to own or lease its  properties  and
         to carry on its  businesses  as  currently conducted  and  as
         currently  proposed  to be  conducted.  Schedule  F-1  lists  each
         Acquired Entity's directors. Seller has delivered to Buyer correct and
         complete  copies  of each  Acquired  Entity's Organizational Documents,
         as amended to date.  No Acquired  Entity is in breach of any  provision
         of its Organizational  Documents.  There  is no  pending  or threatened
         Action (or basis therefor) for the dissolution, liquidation,
         insolvency, or rehabilitation of any Acquired Entity.

2.       Power and Authority; Enforceability. Each Acquired Entity has the
         relevant entity power and authority necessary to execute and deliver
         each Transaction Document to which it is a party and to perform and
         consummate the Transactions. Each Acquired Entity has taken all action
         necessary to authorize the execution and delivery of each Transaction
         Document to which it is a party, the performance of such Acquired
         Entity's obligations thereunder, and the consummation of the
         Transactions. Each Transaction Document to which any Acquired
         Entity is party has been duly authorized, executed, and delivered by,
         and is Enforceable against, such Acquired Entity.

3.       No Violation. Except as listed on  Schedule  F-3,  the  execution  and
         the delivery of the applicable Transaction  Documents  by the Acquired
         Entities  and the  performance  of their  respective  obligations
         hereunder and  thereunder,  and  consummation  of the  Transactions by
         each Acquired  Entity will not (a) breach any applicable Law or Order
         of the  Netherlands or the European Union to which any Acquired  Entity
         is subject or any  provision  of the  Organizational  Documents  of any
         Acquired  Entity;  (b) breach any Contract,  Order,  or Permit to which
         any Acquired Entity is a party or by which it is bound or to which
         any of its assets is subject (or result in the  imposition  of any
         Encumbrance upon any of its assets); (c)  require any  Consent;
         (d) trigger any rights of first  refusal,  preferential  purchase, or
         similar rights; or (e) cause the  recognition  of gain or loss for
         Netherlands  and other EU Member  States  Tax
         purposes  with  respect  to any  Acquired  Entity or  subject  any
         Acquired  Entity or its  assets to any Netherlands and other EU Member
         States Taxes.

4.       Brokers' Fees. No Acquired Entity has any Liability to pay any
         compensation to any broker, finder, or agent with respect to the
         Transactions for which Buyer or any Acquired Entity could become
         directly or indirectly Liable.

5.       Capitalization. Each Acquired Entity's capitalization is accurately set
         forth on Exhibit J. All of the Shares: (a) have been duly created
         pursuant to the  Laws of the  Netherlands;  (b)  have  been issued and
         paid for in accordance with the Organizational Documents governing such
         Acquired Subsidiary;  (c) are fully paid and non-assessable and require
         no further capital contribution, loans, or credit support; (d) were not
         issued in breach of any Commitments,  and (e) are held of record and
         owned beneficially by Seller. No Commitments with respect to Seller or
         any Acquired Entity exist, and no Commitments with respect to Seller or
         any Acquired Entity will arise in connection with the Transactions.
         There are no Contracts with respect to the voting or transfer of any of
         the Shares. No Acquired Entity is obligated to redeem or otherwise
         acquire any of the Shares.  Other than the Shares, there are no shares
         or other equity interests of any of the Acquired  Entities,  and there
         are not any options, warrants or rights to acquire, directly or
         indirectly, additional shares or other equity interest of any of the
         Acquired Entities.

6.       Records.  The copies of the Acquired Entities' Organizational Documents
         that were provided to Buyer are accurate and  complete and reflect all
         amendments made through the date of the Agreement. The Acquired
         Entities' minute books and other records made available to Buyer for
         review were correct and complete as of the date of such review,  no
         further entries have been made through the date of the Agreement
         (except for entries in the ordinary  course of business in such records
         as by their  nature  require that entries be made during  periods as
         short as that  between  Buyer's review and the date of this Agreement),
         such minute books and records  contain the true  signatures of the
         persons purporting to have signed them, and such minute books and
         records contain an accurate record of all actions of the stockholders,
         directors, members, managers, or other such representatives of the
         Acquired Entities taken by written consent, at a meeting, or otherwise
         since formation.

7.       Subsidiaries. No Acquired Entity has any direct or indirect Subsidiary.

8.       Financial Statements and Minimum Working Capital. Set forth on Schedule
         F-8 are the  consolidated, internal, non-audited balance sheet as of
         30 June  2002 (the  "Balance  Sheet")  and the  consolidated, internal,
         non-audited profit and loss statement for the six months ended
         30 June 2002, each for the Acquired Entities (collectively the
         "Financial  Statements"). The Financial Statements have been prepared
         using  Netherlands  accounting  principles  consistently applied and in
         compliance with the financial reporting requirements of the Netherlands
         Civil Code, Part 9, Book 2 (except in relation to the written
         explanations in Book 2) throughout the periods covered thereby, present
         fairly the financial condition of the Acquired Entities as of the
         Balance  Sheet Date and the results of operations of the Acquired
         Entities for such period, are correct and  complete, and are consistent
         with the books and records of the Acquired  Entities. Since the Balance
         Sheet Date no Acquired  Entity has effected any change in any method
         of accounting or accounting practice.

9.       Subsequent Events. Except for the Permitted Distributions, and except
         as set forth in Schedule F-9, since the Balance Sheet Date the Acquired
         Entities have operated in the ordinary course of business and there
         have been no events, series of events or the lack of occurrence thereof
         which, singularly or in the aggregate, would have a Material Adverse
         Effect on any Acquired Entity. Without limiting the foregoing, since
         that date and except for the Permitted Distributions, none of the
         following has occurred:

         a.    No Acquired Entity has sold, leased, transferred, or assigned
               any assets other than for a fair consideration in the ordinary
               course of business.

         b.    No Acquired Entity has entered into any Contract (or series of
               related Contracts) outside the ordinary course of business.

         c.    No Encumbrance has been imposed upon any assets of any Acquired
               Entity.

         d.    No Acquired Entity has made any capital expenditure (or series
               of related capital expenditures) outside the ordinary course
               of business.

         e.    No Acquired Entity has made any capital investment in, any
               loan to, or any acquisition of the securities or assets of,
               any other Person.

         f.    No Acquired Entity has issued any note, bond, or other debt
               security or created, incurred, assumed, or guaranteed any
               Liability for borrowed money or capitalized lease Contract.

         g.    No Acquired Entity has delayed or postponed the payment of
               accounts payable or other Liabilities to the point where they
               are delinquent and proceedings to collect have been
               threatened.

         h.    No Acquired Entity has canceled, compromised, waived, or
               released any Action (or series of related Actions).

i.             No Acquired Entity has granted any Contracts or any rights
               under or with respect to any Intellectual Property.

j.             There has been no change made or authorized to be made to the
               Organizational Documents of any Acquired Entity.

k.             No Acquired Entity has issued, sold, or otherwise disposed of
               any of its Equity Interests.

         l.    Except for Permitted Distributions, no Acquired Entity has
               declared, set aside, or paid any dividend or made any
               distribution with respect to its Equity Interests (whether in
               cash or in kind) or redeemed, purchased, or otherwise acquired
               any of its Equity Interests (other than dividends and other
               transactions solely among the Acquired Entities).

         m.    To the Knowledge of Seller, no Acquired Entity has experienced
               any damage, destruction, or loss (whether or not covered by
               insurance) to its properties.

         n.    No Acquired Entity has made any loan to, or entered into any
               other transaction with, any of its directors, shareholders or
               employees.

         o.    No Acquired Entity has entered into any employment (except in
               the ordinary course of business), collective bargaining, or
               similar Contract or modified the terms of any existing such
               Contract.

         p.    Except to the extent resulting from the Collective Labor
               Agreement, no Acquired Entity has committed to pay any bonus
               or granted any increase in the base compensation (i) of any
               director or Affiliate of Seller, or (ii) outside of the
               ordinary course of business, any of its other employees.
         q.    No Acquired Entity has adopted, amended, modified, or
               terminated any bonus, profit-sharing, incentive, severance, or
               similar Contract for the benefit of any of its directors or
               employees.

         r.    No Acquired Entity has made any other change in employment
               terms for (i) any director or employee that is an Affiliate of
               Seller other than as disclosed in writing to Buyer or as a
               result of the Collective Labor Agreement, or (ii) outside of
               the ordinary course of business, any of its other directors or
               employees.

         s.    No Acquired Entity has made or pledged to make any charitable
               or other capital contribution to any Person.

10.      Liabilities.  No  Acquired  Entity  has any  Liability (and there is no
         basis for any  present or future Action or Order against any of them
         giving rise to any Liability),  except for (a) Liabilities  quantified
         on the face of the Financial  Statements  (rather than in any notes
         thereto) and not  heretofore  paid or discharged,  and (b)  Liabilities
         that have arisen after the Balance Sheet Date in the ordinary course of
         business  which,  individually  or in the  aggregate,  are not material
         and are of the same character and nature as the Liabilities quantified
         on the face of the Financial Statements (rather than any notes thereto)
         none of which results from or relates to any breach of Contract, breach
         of warranty, tort, infringement, or breach of Law, or arose out of any
         Action or Order.

11.      Legal Compliance. To the Knowledge of Seller, each Acquired Entity and
         its respective predecessors and Affiliates has complied with all
         applicable Laws, and no Action is pending or threatened (and there is
         no basis therefor) against it alleging any failure to so comply. No
         material expenditures are, or based on applicable Law, will be required
         of any Acquired Entity for it and its business and operations to remain
         in compliance with applicable Law.

12.      Dutch and EU Member States Tax Matters.

         a.    All Netherlands and other EU Member States Taxes for which the
               Acquired Entities may have become or may hereafter become
               liable with respect to periods preceding the Completion Date
               have either been timely paid in full or adequate provision
               therefore has been made in the Balance Sheet.

         b.    Since the Balance Sheet Date, the Acquired Entities have not
               incurred and will not incur any Netherlands and other EU
               Member States Tax Liability other than for Netherlands and
               other EU Member States Taxes arising in the ordinary course of
               business of the Acquired Entities.

         c.    All documents and information required to be filed on or
               before the date of this Agreement in respect of all
               Netherlands and other EU Member States Taxes of the Acquired
               Entities have been timely and appropriately completed and
               timely filed. The Acquired Entities are included in the
               corporate income tax return during the existing fiscal unity
               of which the Seller is or was the parent.

         d.    The Acquired Entities have not paid or become liable to pay,
               nor are there circumstances that could create any Liability to
               pay, any interest, penalty surcharge or fine relating to
               Netherlands and other EU Member States Tax.

         e.    No receivable profit or gain would accrue on the disposal or
               settlement of any receivable owed by the Acquired Entities at
               the value of that receivable adopted for the purposes of the
               Balance Sheet.

         f.    The Acquired Entities are not, nor at any time in the past
               were, a member of a fiscal unity for Netherlands and other EU
               Member States Tax purposes, except the fiscal unity of which
               the Seller was the parent, or otherwise liable for the Tax of
               another, whether by Contract, law or otherwise.

         g.    No adverse Netherlands and other EU Member States Tax
               consequences will arise on the Acquired Entities by virtue
               (whether alone or in conjunction with any other fault or
               circumstance) of the entering into and/or completion of this
               Agreement.

         h.    The Acquired Entities are not treated for any Netherlands and
               other EU Member States Tax purpose as resident in a country
               other than the Netherlands and the Acquired Entities have not,
               nor have ever had, a branch, agency, permanent establishment
               or permanent representative in a country other than the
               Netherlands.

         i.    The Acquired Entities are duly registered for the purpose of
               value added tax ("VAT") in The Netherlands. The Acquired Entities
               have complied with all statutory provisions, rules, regulations,
               orders and  directions  concerning  VAT, including the making on
               time of accurate returns and payments and the  maintenance  of
               records. The Acquired Entities have not made any exempt supplies
               in the current or proceeding VAT year applicable to it and there
               are no circumstances  by reason of which  there  might not be a
               full entitlement  to credit for all VAT chargeable  on supplies
               and  acquisitions received and imports made (or agreed or deemed
               to be received or made) by it.

         j.    The Acquired  Entities do not qualify as an entity in the sense
               of article 4 of the Tax on Legal  Transfer Act 1970 (Wet op
               Belastingen van Rechtsverkeer 1970).

         k.    The shares of the Acquired Entities have, at the time of
               Completion, for an uninterrupted period of at least three
               years, been held by individuals or entities, not being an
               investment fund within the meaning of Article 28 of the Dutch
               Corporate Income Tax Act 1969. Each such individual or entity
               owns or has owned at least 5% of the nominal paid-up share
               capital and is resident or is established in the Netherlands,
               the Netherlands Antilles or Aruba or a country with which the
               Netherlands have concluded a treaty for the avoidance of
               double taxation.

         l.    The Acquired Entities are not or will not be held liable
               pursuant to the "Invorderingswet 1990" and or the "CoOrdinatie
               Wet Sociale Verzekeringen", with respect to Netherlands and
               other EU Member States Taxes for which another individual or
               entity is or may become primarily liable.

         m.    The Acquired Entities have no tainted (share) capital (besmet
               fusie kaptiaal/agio) in the sense of article 3a of the
               Dividend Tax Act 1965.

         n.    The depreciation as stated in the accounts of the Acquired
               Entities equals the depreciation as stated in the Tax Returns
               of the Acquired Entities.

         o.    No Action has ever been initiated or threatened by a
               Governmental Body in a jurisdiction where an Acquired Entity
               does not file Tax Returns that it is or may be subject to
               taxation by that jurisdiction. There are no Encumbrances on
               any of the assets of any Acquired Entity that arose in
               connection with any failure (or alleged failure) to pay any
               Netherlands and other EU Member States Tax.

         p.    There is no threatened assessment of, or any basis for, any
               additional Netherlands and other EU Member States Taxes for
               any period for which Tax Returns have been filed. There is no
               Action concerning any Netherlands and other EU Member States
               Tax Liability of any Acquired Entity either (i) claimed or
               (ii) as to which Seller has Knowledge. Seller has delivered to
               Buyer correct and complete copies of all Tax Returns,
               examination reports, and statements of deficiencies assessed
               against or agreed to by any Acquired Entity since December 31,
               1998.

         q.    Schedule F-12 sets forth the following information with
               respect to each Acquired Entity as of the most recent
               practicable date: (i) the basis of each Acquired Entity in its
               respective assets; and (ii) all material tax elections with
               respect to Netherlands and other EU Member States Taxes
               affecting any Acquired Entity.

13.      Title to and Condition of Assets.  The Acquired  Entities have good,
         marketable,  and indefeasible  title to, or a valid leasehold interest
         in, all buildings,  machinery,  equipment, and other tangible assets
         (a) located on their  premises,  shown on the Balance Sheet,  or
         acquired after the Balance Sheet Date and (b) necessary  for theconduct
         of their  business  as  currently  conducted  and as  currently
         proposed to be conducted,  in each case free and clear of all
         Encumbrances,  except for properties and assets disposed of in the
         ordinary  course of business  since the Balance Sheet Date.  To the
         Knowledge of Seller, each such tangible asset is free from defects
         (patent and latent), has been maintained in accordance with normal
         industry practice, is in good operating condition (subject to normal
         wear and tear), and is suitable for the purposes for which it is
         currently used and currently is proposed to be used.

14.      Real Property. No Acquired Entity holds any interest (other than a
         leasehold interest), either directly or indirectly, in any real
         property. Schedule F-14 lists and describes briefly all real property
         leases to which any Acquired Entity is a party. No Acquired Entity
         materially uses or relies on any real property for the conduct of its
         business as currently conducted that will not at Completion be leased
         to the Acquired Entity pursuant to a written lease made available to
         Buyer prior to Completion.

15.      Intellectual Property. Schedule F-15 contains a summary description of
         each  item of  Intellectual Property  each owned by an Acquired Entity,
         or  materially  used or relied on by an Acquired  Entity in connection
         with its business. Schedule F-15 also reflects the jurisdictions in
         which each item of Intellectual  Property are created and  recognized.
         No Acquired  Entity  materially uses or relies on any Intellectual
         Property  that is not owned by an  Acquired  Entity.  Each  Acquired
         Entity  has  exclusive ownership and rights to use its  Intellectual
         Property, free of any Encumbrances. Each Acquired Entity has taken all
         necessary  and  appropriate  action to  protect  and  ensure continued
         ownership  of its Intellectual  Property.  To the  Knowledge of Seller,
         there is no use of or action  with  respect to any Acquired  Entity's
         Intellectual  Property that impairs or contravenes  the  Intellectual
         Property or the Acquired Entity's rights in or use of the Intellectual
         Property.  No Acquired  Entity has breached or infringed upon any other
         Persons Intellectual Property Rights.

16.      Inventory. The Acquired Entities' inventory, whether reflected on the
         Financial Statements or not, consists of raw materials and supplies,
         manufactured and processed parts, goods in process, and finished goods,
         all of which is fit for the purpose for which it was procured or
         manufactured. Any inventory that has been written down has either been
         written off or written down to its net realizable value. The quantities
         of any kind of inventory are reasonable in the current (and the
         currently foreseeable) circumstances of the Acquired Entities.

17.      Contracts. Except as otherwise disclosed in Schedules F-14, F-15, F-20,
         and F-24, the text of Schedule F-17 lists the following Contracts to
         which any Acquired Entity is a party:

         a.    Any Contract (or group of related Contracts) for the lease of
               personal property to or from any Person providing for lease
               payments in excess of Euros 50,000 per annum.

         b.    Any Contract (or group of related Contracts) for the purchase
               or sale of raw materials, commodities, supplies, products, or
               other personal property, or for the furnishing or receipt of
               services, the performance of which will extend over a period
               of more than one year, result in a material loss to each
               Acquired Entity, or involve aggregated consideration in excess
               of Euros 100,000.

         c.    Any Contract concerning an investment by an Acquired Entity in
               another entity or formation of a partnership in which an
               Acquired Entity is a partner.

         d.    Any Contract (or group of related Contracts) under which it
               has created, incurred, assumed, or guaranteed any Liability
               for borrowed money or any capitalized lease in excess of Euros
               100,000 or under which it has imposed or suffered to exist an
               Encumbrance on any of its assets.

         e.    Any Contract concerning confidentiality or noncompetition.

         f.    Any Contract with Seller or any Affiliate of Seller other than
               the Acquired Entities.

         g.    Any profit sharing, stock option, stock purchase, stock
               appreciation, deferred compensation, severance, or other
               similar Contract for the benefit of its current or former
               directors, officers, and employees.

         h.    Any Contract for the employment of any individual on a
               full-time, part-time, consulting, or other basis providing
               annual compensation in excess of Euros 50,000 or providing
               severance benefits.

         i.    Any Contract under which it has advanced or loaned any amount
               to any of its directors, officers, Seller or any Affiliate of
               Seller (other than the Acquired Entities), or outside the
               ordinary course of business, to its employees other than
               Seller or an Affiliate.

         j.    Any other Contract (or group of related Contracts) the
               performance of which involves receipt or payment of
               consideration in excess of Euros 100,000.

         Seller has delivered to Buyer a correct and complete copy of each
         written Contract (as amended to date) listed in Schedule F-17 and a
         written summary setting forth the terms and conditions of each oral
         Contract referred to in Schedule F-17. With respect to each such
         Contract:

               i.   each written Contract is Enforceable;

               ii.  each written Contract will continue to be Enforceable on
                    identical terms following the consummation of the
                    Transactions;

               iii. no party to any such Contract is in breach of such Contract,
                    and no event has occurred that, with notice or lapse of
                    time, would constitute a breach under the Contract;

               iv.  no party to the Contract has repudiated any provision of the
                    Contract; and

               v.   no Consent under the Contract is required in connection with
                    the execution and delivery by Seller of the Agreement or the
                    completion of the transactions contemplated by the
                    Agreement.

18.      Receivables.  All of the Receivables are Enforceable,  represent bona
         fide transactions,  and arose in the ordinary  course of business  of
         the Acquired Entities, and are reflected properly in their books and
         records.  All of the Receivables are good and collectible  receivables,
         are current, and can be collected in accordance with past practice and
         the terms of such  Receivables  (and in any event within nine months
         following the Completion Date),  without set off or  counterclaims,
         subject only to reserve for bad debts consistent  with past practices
         of the Acquired  Entities.  No customer or supplier of any Acquired
         Entity has any basis to believe  that it has or would be entitled  to
         any  payment terms other than terms in the ordinary course of business,
         including any prior course of conduct.

19.      Powers of Attorney. There are no outstanding powers of attorney
         executed on behalf of any Acquired Entity.

20.      Insurance. Schedule F-20 sets forth the following information with
         respect to each insurance policy Contract to which any Acquired Entity
         has been a party, a named insured, or otherwise the beneficiary of
         coverage at any time within the past ten years:

         a.    the name, address, and telephone number of the agent;

         b.    the name of the insurer, the name of the policyholder, and the
               name of each covered insured,

         c.    the policy number and the period of coverage;

         d.    the scope (including an indication of whether the coverage was on
               a claims made, occurrence, or other basis) and amount (including
               a description of how deductibles and ceilings are calculated and
               operate) of coverage; and

         e.    a description of any retroactive premium adjustments or other
               loss-sharing arrangements.

         With respect to each insurance policy Contract:

               i.   the Contract is Enforceable;

               ii.  the Contract will continue to be Enforceable on identical
                    terms following the consummation of the Transactions;

               iii. no Acquired Entity or other party to such Contract is in
                    breach under such Contract (including with respect to the
                    payment of premiums or the giving of notices), and no event
                    has occurred which, with notice or the lapse of time, would
                    constitute a breach under the Contract;

               iv.  no party to the Contract has repudiated any provision
                    thereof; and

               v.   no Consent under the Contract is required in connection with
                    the execution and delivery by Seller of the Agreement or the
                    completion of the transactions contemplated by the
                    Agreement.

         No insurance that any Acquired Entity has ever carried has been
         canceled nor has any such cancellation been threatened. No Acquired
         Entity has ever been denied coverage nor has any such denial been
         threatened. Each Acquired Entity has been covered during the past ten
         years by insurance in scope and amount customary and reasonable for the
         businesses in which it has engaged during the aforementioned period.
         Schedule F-20 also describes any self-insurance arrangements affecting
         any Acquired Entity.

21.      Litigation. Schedule F-21 sets forth each instance in which any
         Acquired Entity (a) is subject to any outstanding Order or (b) is a
         party, the subject of, or is threatened to be made a party to or the
         subject of any Action. No Action required to be set forth in Schedule
         F-21 questions the Enforceability of the Agreement or the Transactions,
         or could result in any Material Adverse Change with respect to any
         Acquired Entity, and Seller has no basis to believe that any such
         Action may be brought or threatened against any Acquired Entity.

22.      Product Warranty. To the Knowledge of Seller, each product
         manufactured,  sold, leased, or delivered by the Acquired  Entities has
         been in conformity with all applicable Law, Contracts, and all express
         and implied  warranties,  and no Acquired  Entity has any Liability
         (and there is no basis for any present or future Action  against any of
         them giving rise to any  Liability)  for  replacement or repair thereof
         or other Damages in connection  therewith,  subject only to the reserve
         for product warranty claims set forth on the face of the Balance Sheet.
         No product  designed,  manufactured,  sold, leased, or delivered by any
         Acquired Entity is subject to any guaranty,  warranty,  or other
         indemnity or similar Liability beyond the applicable  standard terms
         and conditions of sale or lease.  Schedule F-22 includes copies of the
         standard terms  and  conditions  of sale or  lease  for  each  Acquired
         Entity (containing applicable guaranty, warranty, and similar Liability
         indemnity provisions).

23.      Labor; Employees. To the Knowledge of Seller, no director, executive,
         key employee, or group of employees has any plans to terminate
         employment with any Acquired Entity. Contracts for all employees of the
         Acquired Entities have been made available to Buyer, and Schedule F-23
         lists each employee and details of his or her employment, including
         start date, gross compensation including bonus or other similar
         compensation, period of notice for termination and other special
         provisions relating to termination.

24.      Employee Benefits. Schedule F-24 lists each employee benefit plan that
         is now or previously has been sponsored, maintained, contributed to, or
         required to be contributed to by any Acquired Entity for any employee's
         benefit, and pursuant to which any Acquired Entity may have any
         Liability.

25.      Environmental, Health, and Safety Matters. To the Knowledge of Seller,
         each Acquired Entity and its respective predecessors and Affiliates has
         complied and is in compliance with all applicable laws governing the
         environment and the health and safety of its employees and others. Each
         Acquired Entity possesses all Permits which are required to be
         possessed under such laws. No Acquired Entity has received any notice
         regarding any actual or alleged violation of such laws.

26.      Customers and Suppliers. Schedule F-26 lists the Acquired Entities' (a)
         10 largest customers in terms of sales during the 24 month period ended
         as of the Balance Sheet Date and states the approximate total sales by
         the Acquired Entities to each such customer during such periods,
         respectively and (b) ten largest suppliers during the 12 month period
         ended as of the Balance Sheet Date. Except as set forth in Schedule
         F-26, Seller has not received notice of termination or an intention to
         terminate the relationship with the Acquired Entities from any material
         customer or supplier.

27.      Permits. To the Knowledge of Seller, the Acquired Entities possess all
         Permits required to be obtained for their businesses and operations.
         Schedule F-27 sets forth a list of all such Permits. Except as set
         forth in Schedule F-27, with respect to each such Permit:

         a.    it is valid, subsisting and in full force and effect;

         b.    there are no violations of such Permit that would result in a
               termination of such Permit;

         c.    no Acquired Entity has received notice that such Permit will not
               be renewed; and

         d.    the Transactions will not adversely affect the validity of such
               Permit or cause a cancellation of or otherwise adversely affect
               such Permit.

28.      Accuracy of Information Furnished. No representation, statement, or
         information contained in the Agreement (including the Schedules) or any
         document executed in connection herewith or delivered pursuant hereto
         or thereto contains or will contain any untrue statement of a material
         fact or omits or will omit any material fact necessary to make the
         information contained therein not misleading. Seller has provided Buyer
         with correct and complete copies of all documents listed or described
         in the Schedules.



<PAGE>
                                    EXHIBIT G
                                    ---------
                            SELLER DISCLOSURE LETTER
                            ------------------------

                           Seller's Disclosure Letter

1.       Braking-performance on trailers in Ireland.

         Smit has delivered two trailers, with Siemens Symphony MRI-system, to
customer "MRI-Ireland". The trailers are executed with Meritor axles and a Wabco
braking system. Both the brake-system as well as the axles are technical and
legal tested/accepted for installation on the above mentioned trailers (total
weight on the boogie <20.000 kg). The same axles and brake systems have been
installed on all delivered MRI and PET trailers since September 2000. The
customer in Ireland is complaining about the wear of the drums and shoes (it has
happened a number of times that drums have cracked). The high wear is caused by
high temperature. Since we have no complaints of this matter from other
customers we have started our investigation on the difference in circumstances
in Ireland compared with other operations. So far the only difference we have
found is that the trailers in Ireland are towed by a DAF tractor with EBS.
Information as received from Wabco and DAF is showing that the EBS-system of the
DAF-tractor is disturbing the homologation of the trailer-tractor combination.
In the second half of September/October additional tests will be carried out by
Wabco, Meritor and DAF in order to define and solve the above explained problem.
Besides assisting with additional testing, Smit Mobile Equipment does not expect
any additional costs arising from this matter.

2.       Braking-performance Alliance UK

         On the 16th September 2002 Alliance UK has informed us about some
problems with adjustments of the braking system on previous delivered
MRI-trailers. Since NO additional technical information is given, Smit will
start an investigation this week in order to resolve the problem. There has been
a meeting in the UK with customer and service company (CMC) in order to find out
what the problem is. It seems that there are with respect to a small number of
trailers similar problems as in Ireland. Agreed is that on October 24 a meeting
would be scheduled with all parties (Meritor, Wabco, Alliance and Smit). Smit
will officially hold Meritor responsible for the situation as explained.

3.       Employment contracts

         All new employees start with an employment contract ending one (1) year
after the first day of employment. Since June 30 we have employed a number of
new people (the contracts were presented in the due diligence information). The
first experience we have with two of the new people, Mr. Braat (algemeen
technish manager) and Mr. de Groot (produktie coordinator), are not giving us
enough satisfaction to be 100% sure both employees will finish their one year
contract. If we have to decide during the first year to break the contract(s)
this could raise some additional costs. In the meantime we are almost sure that
we have to break the contract with Mr. Braat.



<PAGE>
                                    EXHIBIT H
                             BUYER DISCLOSURE LETTER



                            Buyer's Disclosure Letter



No disclosures.



<PAGE>
                                 EXHIBIT I
                                 ---------
                    FUND DISBURSEMENT INSTRUCTIONS FOR NOTARY
                    -----------------------------------------

Total Received by Notary from Buyer                        US $3,500,000
                                                        EUR 1,964,104.48

LESS PURCHASE PRICE

Amount Wired to Seller as Follows:

Rabobank - Hoekse Waard Noord
Account Number:  369982355
Account Name:  J.W. Smit Holding B.V.                    (US $3,500,000)



LESS BANK REPAYMENT

Amount Wired to Rabobank as Follows:

Rabobank - Hoekse Waard Noord
Account Number:  369937775                            (EUR 1,964,104.48)

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

AMOUNT REMAINING                                                     -0-
                                                      ==================





<PAGE>
                                    EXHIBIT J
                                    ---------
                       CAPITALIZATION OF ACQUIRED ENTITIES
                       -----------------------------------

Smit Carrosseriefabriek B.V.
----------------------------

Authorised  share  capital: 2000 shares, with a par value of NLG 100, numbered
1 to 2000.  Total  amount  EUR 90,756.04.

Issued share capital: 400 shares, with a par value of NLG 100, numbered 1 to
400. Total amount EUR 18,151.21.

Paid up share capital: 400 shares, with a par value of NLG 100, numbered 1 to
400. Total amount EUR 18,151.21.

Smit Hydrauliek B.V.
--------------------

Authorised share capital: 200 shares, with a par value of NLG 1000, numbered 1
to 200. Total amount EUR 90,756.04.

Issued share capital: 40 shares, with a par value of NLG 1000, numbered 1 to 40.
Total amount EUR 18,151.21.

Paid up share capital: 40 shares, with a par value of NLG 1000, numbered 1 to
40. Total amount EUR 18,151.21.

Smit Mobile Equipment B.V.
--------------------------

Authorised share capital: 2000 shares, with a par value of NLG 100, numbered 1
to 2000.  Total  amount  EUR 90,756.04.

Issued share capital: 400 shares, with a par value of NLG 100, numbered 1 to
400. Total amount EUR 18,151.21.

Paid up share capital: 400 shares, with a par value of NLG 100, numbered 1 to
400. Total amount EUR 18,151.21.

Smit Container B.V.
-------------------

Authorised share capital: 2000 shares, with a par value of NLG 100, numbered 1
to 2000.  Total  amount  EUR 90,756.04.

Issued share capital: 400 shares, with a par value of NLG 100, numbered 1 to
400. Total amount EUR 18,151.21.

Paid up share capital: 400 shares, with a par value of NLG 100, numbered 1 to
400. Total amount EUR 18,151.21.