<PAGE>   1
                                                                     EXHIBIT 2.6



                                  JANUARY 1998





                                    AGREEMENT

                          FOR THE SALE AND PURCHASE OF

                         ALL THE ISSUED SHARE CAPITAL OF

                           PRINT SERVICE HOLDING N.V.













                             Weil, Gotshal & Manges


<PAGE>   2

                                    CONTENTS

<TABLE>
<CAPTION>
SECTION                                                                                                     PAGE

<S>                                                                                                         <C>
SECTION 1  INTERPRETATION.....................................................................................1
SECTION 2  SALE AND PURCHASE OF THE SHARES....................................................................6
SECTION 3  CONSIDERATION......................................................................................6
SECTION 4  COMPLETION DATE....................................................................................7
SECTION 5  WARRANTIES AND LIMITATIONS.........................................................................7
SECTION 6  PRE-COMPLETION UNDERTAKINGS AND DELIVERIES AND DISSOLUTION........................................10
SECTION 7  GUARANTEE BY KM AND PM............................................................................13
SECTION 8  COMPLETION........................................................................................15
SECTION 9  GUARANTEES........................................................................................16
SECTION 11 SELLERS' INDEMNITIES..............................................................................17
SECTION 12 WITHHOLDING TAX AND GROSSING UP...................................................................23
SECTION 13 ENTIRE AGREEMENT..................................................................................23
SECTION 14 VARIATION AND JOINT AND SEVERAL LIABILITY.........................................................23
SECTION 15 ASSIGNMENT........................................................................................24
SECTION 16 CONFIDENTIALITY AND ANNOUNCEMENTS.................................................................24
SECTION 17 COSTS.............................................................................................24
SECTION 18 PARTIAL INVALIDITY................................................................................24
SECTION 19 REMEDIES AND WAIVERS..............................................................................25
SECTION 20 FURTHER ASSURANCE.................................................................................25
SECTION 21 NOTICES...........................................................................................25
SECTION 22 GOVERNING LAW AND CHOICE OF FORUM.................................................................26
SECTION 23 COUNTERPARTS......................................................................................26
           SCHEDULE 1........................................................................................28
           SCHEDULE 2........................................................................................29
             THE COMPANY AND THE SUBSIDIARIES................................................................29
           SCHEDULE 3........................................................................................40
             THE WARRANTIES..................................................................................40
    The Company and the Shares...............................................................................40
    The Subsidiaries.........................................................................................41
    Other Interests..........................................................................................41
    Ownership of Sellers.....................................................................................41
    Accounts.................................................................................................41
    Position since 30 September..............................................................................43
    Accounting and other Records.............................................................................44
    Accounting Reference Date................................................................................45
    Debts owed to the Group..................................................................................45
    Debts owed by the Group..................................................................................45
    Licences.................................................................................................46
    Compliance with Laws.....................................................................................46
    Competition and Fair Trading Laws........................................................................46
    Ownership................................................................................................47
    Possession and Third Party Facilities....................................................................47
    Adequacy of Assets.......................................................................................48
    Condition................................................................................................48
    Plant Registers..........................................................................................48
    Insurances...............................................................................................48
    Registered Rights........................................................................................49
    Charges..................................................................................................49
    Infringement.............................................................................................49
    Employee Claims..........................................................................................49
    Intellectual Property Licences...........................................................................49
    Loss of Rights...........................................................................................50
    Confidential Information.................................................................................50
</TABLE>


<PAGE>   3

<TABLE>
<S>                                                                                                         <C>
    Records and Software.....................................................................................50
    Material Contracts.......................................................................................50
    Defaults.................................................................................................52
    Trading Relationships....................................................................................52
    Principal Suppliers and Customers........................................................................52
    Principal Customers......................................................................................52
    Grants...................................................................................................52
    Litigation...............................................................................................53
    Defective Products.......................................................................................53
    Employees................................................................................................53
    Compliance...............................................................................................54
    Disputes.................................................................................................54
    Incentive and Savings Schemes............................................................................54
    Payments on Termination..................................................................................54
    Effect of Sale...........................................................................................55
    Redundancy Schemes.......................................................................................55
          SCHEDULE 4.........................................................................................62
             EXCLUDED CAPITAL LEASES.........................................................................62
             SCHEDULE 5  WARRANTIES NOT SUBJECT TO DISCLOSURE................................................62
</TABLE>

  DOCUMENTS IN THE AGREED FORM

A    Notarial deed of transfer

B    Disclosure Letter

C    Resignation letters

D    Bank Guarantee

EXHIBITS

1    Articles of Company and Subsidiaries

2    Shareholders' Registers of Company and Subsidiaries

3    Extract from Chambers of Commerce

4    TVD Report

5    Arthur Anderson Report

6    Environmental Report


<PAGE>   4

THIS AGREEMENT is made on January 1998 between:

(1)  THE PERSONS whose names are specified in column 1 of Schedule 1 (each a
     "SELLER" and together, the "SELLERS");

(2)  VIASYSTEMS B.V. a company incorporated in the Netherlands (the
     "PURCHASER");

(3)  DE HEER KAREL JOSEPH MARIE MOMMERS of Negen-Novemberweg 5, 5916 LD, Venlo,
     the Netherlands ("KM"); and

(4)  MEVROUW PETRONELLA ELIZABETH JOSEPHINA MOMMERS-LINSSEN of Bisschop
     Schrijnenstraat 9, 6041 XK, Roermond, the Netherlands ("PM").

(5)  VIASYSTEMS GROUP LIMITED a company incorporated in England and Wales,
     ("VGL").

WHEREAS:

(A)  Print Service Holding N.V. (the "COMPANY") is a company limited by shares
     incorporated in the Netherlands details of which are set out in Part A of
     Schedule 2. The Sellers are together legally and beneficially entitled to
     all of the issued share capital of the Company and individually hold the
     number of shares set opposite their respective names in column 2 of
     Schedule 1; and

(B)  The Sellers wish to sell and, in reliance upon (inter alia) the
     representations, warranties and undertakings set out in this Agreement, the
     Purchaser wishes to purchase all of the issued share capital of the Company
     for the consideration and upon the terms set out in this Agreement.

IT IS AGREED as follows:

SECTION 1     INTERPRETATION

CLAUSE 1.1    In this Agreement:

"ACCOUNTS" means the Last Accounts and the Internal Monthly Financial
Statements;

"AFFILIATE" means, in relation to any person, another person which, in relation
to the specified person in question, is:

(a)  directly or indirectly controlling, controlled by, or under common control
     with, the specified person;

(b)  a body corporate or partnership in which the specified person directly or
     indirectly owns or holds five percent (5%) or more of any equity interest.
     For the purposes of this definition, "controlling", "controlled by" and
     "under common control with" means the possession directly or indirectly of
     the power to direct or cause the direction of the management and policies
     of a company or firm, whether through the ownership of voting securities or
     by contract or otherwise; and

(c)  where the specified person is an individual, an individual relative of that
     person;



<PAGE>   5

"BUSINESS DAY" means a day (excluding Saturdays) on which banks generally are
open in Rotterdam for the transaction of normal banking business;

"CLAIM" means any claim for breach of a Warranty;

"COMPLETION" means completion of the matters referred to in Clauses 8.2 and 8.3
of the Agreement;

"COMPLETION DATE" means the date determined for Completion in accordance with
Clause 4.1;

"COSTS" means liabilities, losses, damages, costs (including reasonable legal
costs) and expenses, in each case of any nature whatsoever;

"DEED OF TRANSFER" means the notarial deed of transfer of the Shares in the
agreed form;

"DISCLOSURE LETTER" means the letter in the agreed form from the Sellers to the
Purchaser executed and delivered immediately before the signing of this
Agreement;

"ENVIRONMENTAL LAWS" shall mean and include the following, each as in existence
at the Completion Date:

(i)   all European Community, national or local statutes, codes, or other laws
      or legislation concerning Environmental Matters which are applicable to
      any Group Company Activity or to the Properties and all rules,
      regulations, ordinances, orders, notices and directives made thereunder;
      and

(ii)  judicial and administrative interpretation of each of the foregoing.

(iii) As far as The Netherlands is concerned the meaning of Environmental Laws
      includes, but is not limited to, the Environmental Control Act (Wet
      Milieubeheer), Law on Soil Pollution (Wet Bodembescherming) Noise
      Abatement Law (Wet Geluidhinder) Surface Water Pollution Law (Wet
      Verontreiniging Oppervlaktewateren), Nuisance Law (Hinderwet), Hazardous
      Substance Law (Wet Milieugevaarlijke Stoffen), and all other similar laws,
      rules and regulations relating to the protection of the Environment of the
      Netherlands;

"ENVIRONMENTAL APPROVALS" shall mean and include the permits, consents, licences
and other authorisations and approvals required under the Environmental Laws to
be obtained in connection with the use of the Properties or in connection with
any Group Company Activity.

"ENVIRONMENTAL MATTERS" shall mean and include in relation to any Group Company
Activity and the Properties all matters related to pollution or protection of
the environment including noise; emissions, discharges and releases of Hazardous
Substances into air, water, sewage systems and land; and the manufacture,
processing, distribution, use treatment, storage, disposal, transport and
handling of Hazardous Substances.

"FORMER SUBSIDIARY" any person which was an Affiliate of any Group Company at
any time prior to the date hereof and is not an Affiliate at the date hereof,
including, without prejudice to the generality of the foregoing, Korona BV,
Erven Mommers BV (formerly Torag Trading BV) Momm Jewels BV, Torag Trading
S.A.R.L., Print House c.s. Ltd, NV Buxushof, NV Lay-out Engineering and Lamberto
B.V;




                                       2
<PAGE>   6

"GROUP COMPANY ACTIVITY" shall mean and include any business or other activity
of any nature whatsoever which has been carried on by a Group Company or which
is being carried on by a Group Company at the Completion Date;

"GUARANTORS" means KM and PM, each a "GUARANTOR";

"GROUP" means the Company and the Subsidiaries;

"GROUP COMPANY" means the Company or any other member of the Group;

"HAZARDOUS SUBSTANCES" shall mean and include pollutants, contaminants and
hazardous, flammable and toxic substances materials and waste whether solid,
liquid or gaseous and whether or not such pollutant, contaminant, substance,
material or waste is referred to specifically in any of the Environmental Laws;

"INDEBTEDNESS" shall mean, with respect to each Group Company, (i) all
obligations for borrowed money, (ii) all obligations evidenced by bonds,
debentures, notes or other similar instruments, (iii) all obligations in respect
of letters of credit or bankers' acceptance or similar instruments (or
reimbursement obligations with respect thereto), (iv) all obligations to pay the
deferred purchase price of property or services, except (a) trade credit
incurred in the ordinary course of business consistent with past practices and
(b) the capital leases listed in Schedule 4, (v) all obligations as lessee under
any capital lease other than the capital leases listed in Schedule 4, (vi) all
indebtedness of others secured by a security interest on any asset of Group
Company, whether or not such indebtedness is assumed, provided that, for the
purpose of determining the amount of any such indebtedness, if recourse with
respect to such indebtedness is limited to the fair market value of such asset,
the amount of such indebtedness shall be limited to the fair market value of
such asset, (vii) all indebtedness of others guaranteed by such person or
entity; and (viii) to the extent not otherwise included, obligations under any
interest rate swap agreements, currency swap agreements and other similar
agreements or arrangements designed to protect such person or entity against
fluctuations in interest rates or currency values or the price of any commodity
used in the business of such person or entity; and all interest, penalties
(including prepayment penalties) and fees (including success fees and "risk
premia") accruing or payable in respect of any of (i) to (viii) above but shall
exclude Surviving Seller Indebtedness;

"INTELLECTUAL PROPERTY RIGHTS" means patents, trade marks, service marks, trade
names, design rights, copyright (including rights in computer software), rights
in know-how and other intellectual property rights, in each case whether
registered or unregistered and including applications for the grant of any such
rights and all rights or forms of protection having equivalent or similar effect
anywhere in the world;

"INTERNAL MONTHLY FINANCIAL STATEMENTS" means the internal monthly financial
statements of the Company (and of the Company and its subsidiary undertakings on
a consolidated basis) for the period 1 January to 30 November 1997;

"KM SELLER" means K.M. Beheer B.V.;

"LAST ACCOUNTS" means the audited and consolidated financial statements of the
Group for the financial year of the Group ended on the Last Accounts Date
including the management representation letter, the management letters from the
auditors, income statements, balance sheets and cash flow statements, together
with any notes, reports or statements included in or annexed to them;



                                       3
<PAGE>   7

"LAST ACCOUNTS DATE" means 31st December 1996;

"MOMMERS" means Mommers Print Service BV;

"NET WORKING CAPITAL" means the sum of trade debtors, other receivables, stocks
including raw and auxiliary materials, technical supplies, work in progress and
finished goods and cash balances less trade creditors, other creditors and Taxes
and social charges;

"NLG" means the lawful currency of The Netherlands;

"PENSION SCHEME" means the scheme referred to in the Disclosure Letter;

"PENSION WARRANTIES" means the representations and warranties set out in Part D
of Schedule 3;

"PM SELLER" means Beheermaatschappij Mommers Print Service B.V.;

"PROPERTIES" means the freehold and leasehold properties of the Group at the
date of this Agreement;

"PROPERTY WARRANTIES" means the representations and warranties set out in Part B
of Schedule 3;

"PURCHASER'S ACCOUNTANTS" means Arthur Andersen;

"PURCHASER'S DUE DILIGENCE REPORTS" means together the legal, financial and
environmental due diligence reports of TVD, Arthur Andersen and Weil Gotshal
attached as Exhibits 4, 5 and 6;

"PURCHASER'S GROUP" means Viasystems Group, Inc. and its subsidiaries;

"PURCHASE PRICE" means the amount of consideration determined in accordance with
Clause 3.1 as defined therein;

"SCHEDULES" means Schedules 1 to 3 to this Agreement and Schedule shall be
construed accordingly;

"SECURITY INTEREST" means any security interest of any nature whatsoever
including, without limitation, any mortgage, charge, pledge, lien, assignment by
way of security or other encumbrance;

"SELLER INDEBTEDNESS" means Indebtedness owed to any of the Sellers, the
Guarantors or any of their Affiliates;

"SELLERS' SOLICITORS" means De Brauw Blackstone Westbroek of Coolsingel 139,
Rotterdam, Holland;

"SHARES" means the 1,245,000 issued and outstanding ordinary shares with a
nominal value of NLG 1 each in the capital of the Company and the 1,255,000
issued and outstanding 6% preference shares with a nominal value of NLG 1 each
in the capital of the Company, together comprising the whole of the issued share
capital of the Company;

"SUBSIDIARIES" means the companies, details of which are set out in Part B of
Schedule 2;



                                       4
<PAGE>   8

"SUBSIDIARIES" means dochtervennootschappen for the purposes of Section 24a of
Book 2 of the Dutch Civil Code and "subsidiary" means any of them;

"SURVIVING SELLER INDEBTEDNESS" means (A) amounts due until July 1998, not
exceeding NLG 30,000 per month, from the Company to Mommers Beheer B.V. pursuant
to an agreement between the Company and Mommers Beheer B.V. of 1 October 1997
and (B) amounts due to KPM and her children by way of pension entitlement not
exceeding NLG 124,678 per annum pursuant to an agreement dated 25 November 1982
between Mommers and WMA Mommers;

"THIRD PARTY INDEBTEDNESS" means Indebtedness owed to anyone other than the
Sellers or their Affiliates; "TITLE WARRANTIES" bears the meaning ascribed to it
in Clause 5.9;

"TVD" means Trenite van Doorne of Churchillplein 5, PO Box 17207, The Hague, The
Netherlands;

"US$" means the lawful currency of the United States of America;

"WARRANTIES" means the representations and warranties set out in Schedule 3 made
in accordance with Clause 5.1; and

"WGM" means Weil, Gotshal & Manges of One South Place, London EC2M 2WG;

CLAUSE 1.2 In this Agreement, unless the context otherwise requires:

(a)  references to "PERSONS" shall include individuals, bodies corporate
     (wherever incorporated), unincorporated associations and partnerships;

(b)  the headings are inserted for convenience only and do not affect the
     interpretation of this Agreement;

(c)  any reference to an "ENACTMENT" is a reference to it as from time to time
     amended, consolidated or re-enacted (with or without modification) (except
     where that such amendment, consolidation or re-enactment would put any
     party in a worse position) and includes all instruments or orders made
     under such enactment;

(d)  any statement qualified by the expression "TO THE BEST KNOWLEDGE OF THE
     SELLERS" or "SO FAR AS THE SELLERS ARE AWARE" or any similar expression
     shall be deemed to include an additional statement that it has been made
     after due and careful enquiry and shall be deemed also to include the
     knowledge of each Group Company;

(e)  any reference to a document "IN THE AGREED FORM" is to the form of the
     relevant document agreed between the parties and for the purpose of
     identification initialled by each of them or on their behalf (in each case
     with such amendments as may be agreed by or on behalf of the Sellers and
     the Purchaser);

(f)  references to any Dutch legal term for any action, remedy, method of
     judicial proceeding, legal document, legal status, court, official or any
     other legal concept shall, in respect of any jurisdiction other than The
     Netherlands, be deemed to include the legal concept which most nearly
     approximates in that jurisdiction to the Dutch legal term;



                                       5
<PAGE>   9

(g)  references to the singular include the plural and references to any gender
     include any other gender; and

(h)  references to any Schedule or Exhibit are references to the relevant
     Schedule or Exhibit to this Agreement.

SECTION 2  SALE AND PURCHASE OF THE SHARES

CLAUSE 2.1 The Sellers hereby agree to sell and the Purchaser hereby agrees to
purchase from the Seller the Shares with effect from the close of business on
the Completion Date, with the understanding that each of the Sellers sells the
Shares referred to opposite its respective name in column 2 of Schedule 1. The
Shares are sold free from all security interests, options, equities, claims or
other third party rights (including rights of pre-emption) of any nature
whatsoever, together with all rights attaching to them at the date hereof and
subsequently.

CLAUSE 2.2 The Sellers shall, immediately following the execution of this
Agreement, transfer the Shares to the Purchaser and the Purchaser shall accept
the Shares from the Sellers at Completion by execution of the Deed of Transfer
before Mr. R.M. Reiter civil law notary in The Hague, The Netherlands.

SECTION 3  CONSIDERATION

CLAUSE 3.1 The total consideration for sale of the Shares (the "PURCHASE PRICE")
shall be US$37,500,000 less the aggregate of:

(a)  the amount of the Seller Indebtedness at Completion;

(b)  the amount by which the Third Party Indebtedness at Completion exceeds the
     relevant amount. For the purpose of this Clause 3.1(b), the "relevant
     amount" means US$25,000,000, provided however that if and to the extent
     that as a result of capital expenditure made by the Company between the
     date hereof and Completion that was consented to by the Purchaser Third
     Party Indebtedness at Completion exceeds US$25,000,000, the relevant amount
     shall be increased by the amount of Indebtedness incurred in connection
     with the making of such capital expenditure consented to by the Purchaser;

(c)  any Transfer Costs (as defined in Clause 17.1) the amount of which can be
     ascertained at Completion; and

(d)  the aggregate amount of consideration paid or payable for all assets
     transferred to the Sellers since 30 September 1997 provided that, if in
     relation to any such asset the consideration paid or payable (the "RELEVANT
     CONSIDERATION") was paid by way of a reduction in Seller Indebtedness and
     was materially less than the market value of such asset at the time of
     transfer (the "RELEVANT MARKET VALUE") than for the purposes of calculating
     such aggregate amount pursuant to this Clause 3.1(d), the relevant market
     value of such asset shall be substituted for the relevant consideration.

CLAUSE 3.2 The Purchase Price shall be paid to the bank account specified in
Clause 8.2.

CLAUSE 3.3 If any payment is made by the Sellers or the Guarantors to the
Purchaser under or in respect of any breach of this Agreement (including,
without limitation, any payment pursuant




                                       6
<PAGE>   10

to any Claim or any indemnity contained in this Agreement), the payment shall so
far as possible be treated as a reduction in the Purchase Price.

SECTION 4  COMPLETION DATE

Completion of the sale and purchase of the Shares shall occur on second Business
Day (the "COMPLETION DATE") after the date on which the Purchaser notifies the
Sellers that it is ready to complete such sale and purchase. The parties
acknowledge that, in order to complete the sale and purchase of the Shares, the
Purchaser must have received a waiver and/or consent relating to the
transactions contemplated by this Agreement from or on behalf of The Chase
Manhattan Bank pursuant to a Second Amended and Restated Credit Agreement of
June 5, 1997. The Purchaser undertakes to use its reasonable endeavours to
ensure that it obtains such waiver and consent, and immediately thereafter
serves such notice, as soon as reasonably practicable after the date of this
Agreement The Purchaser further undertakes that it shall, in any event, serve
such notice not later than 4 pm. (Rotterdam time) on 13 February 1998 so that
Completion shall, in any event, occur not later than 17 February 1998.

SECTION 5  WARRANTIES AND LIMITATIONS

CLAUSE 5.1 The Sellers jointly and severally represent and warrant to the
Purchaser as at the date hereof in the terms of the Warranties and acknowledge
that the Purchaser has entered into this Agreement in reliance upon the
Warranties. The Warranties, other than the Warranties listed in Schedule 5, are
given subject to (i) the facts which are fairly and reasonably disclosed in the
Disclosure Letter; (ii) the facts which are apparent on the face of the
documents referred to in the Disclosure Letter; and (iii) the facts which are
readily apparent from the Purchaser's Due Diligence Reports.

CLAUSE 5.2 Each of the Warranties is separate and independent and (save as
expressly provided to the contrary) shall not be limited or restricted by

(a)  reference to any other Warranty;

(b)  anything in this Agreement other than the limitations set out in this
     Clause 5; or

(c)  anything in the Disclosure Letter except to the extent that it is readily
     apparent that a fact or point of information referred to therein qualifies
     a Warranty;

and, save as provided in Clause 5.1, none of the Warranties shall be treated as
qualified by any actual or constructive knowledge on the part of the Purchaser
or any of its agents whether obtained through any investigation by or on behalf
of the Purchaser or otherwise.

CLAUSE 5.3 The Sellers agree to waive the benefit of all rights (if any) which
they may have against any Group Company arising from any rights the Sellers may
have against any present or former officer or employee of any such company, on
whom the Sellers may have relied in agreeing to any term of this Agreement or
any statement set out in the Disclosure Letter and the Sellers undertake not to
make any claim against any Group Company in respect of such reliance.

CLAUSE 5.4 The Warranties shall be deemed to be repeated immediately before
Completion with reference to the facts and circumstances then existing. The
rights and remedies of the Purchaser in respect of the Warranties shall not be
affected by Completion. The Sellers undertake to notify the Purchaser in writing
promptly if they become aware of any circumstance which would cause any Warranty
(if the Warranties were repeated with reference to the facts and





                                       7
<PAGE>   11

circumstances then existing) to become untrue or inaccurate or misleading in any
respect which is material to the financial or trading position of the Group
taken as a whole, whether such circumstances arose before or after the date
hereof; provided, however, that such notification shall not serve to modify or
cure any breach of the Warranties made herein and Completion shall be without
prejudice to the Purchaser's right to make a Claim in relation to the matters so
notified to it.

CLAUSE 5.5 The Sellers shall jointly and severally indemnify the Purchaser for
all damages (including all Costs) incurred by the Purchaser as a result of or in
connection with a breach of any Warranty, and shall, at the Purchaser's option,
pay in cash to the Purchaser (or, if so directed by the Purchaser, to the Group
Company in question) on demand a sum equal to the aggregate of:

(a)  the amount which, if received by the relevant Group Company, would be
     necessary to put that Group Company into the financial position which would
     have existed had there been no breach of the Warranty in question; and

(b)  all reasonable Costs suffered or incurred by the Purchaser and/or such
     Group Company, directly or indirectly, as a result of or in connection with
     such breach of Warranty.

CLAUSE 5.6 The Sellers shall not be liable for any Claim unless they receive
from the Purchaser written notice containing reasonable details of the Claim
including the Purchaser's estimate (on a without prejudice basis) of the amount
of such Claim:

(a)  in the case of a Claim for breach of any of the Warranties other than the
     Pensions Warranties and the Warranties referred to under (c) below on or
     before 30 April 1999;

(b)  on or before the sixth anniversary of Completion in the case of a Claim for
     breach of the Pensions Warranties;

(c)  on or before the tenth anniversary of Completion in the case of any Claim
     for breach of any of the Warranties set out in sections 2.1 and 2.2 of
     Schedule 3 (Company and Shares).

CLAUSE 5.7 The Sellers shall not be liable for any Claim until the aggregate
amount of the liability of the Sellers for all Claims exceeds US$417,000 (in
which event the Purchaser shall be entitled to claim the whole of such amount).

CLAUSE 5.8 The aggregate amount of the liability of the KM Seller for all Claims
shall not exceed $5,000,000 (converted into NLG at the date(s) of the relevant
Claim(s). The aggregate amount of the liability of the PM Seller for all Claims
shall not exceed $10,000,000 (converted into NLG at the date(s) of the relevant
Claim(s).

CLAUSE 5.9 None of the limitations contained in this Clause 5 shall apply to any
breach of any Warranty which (or the delay in discovery of which) is the
consequence of dishonest, deliberate or reckless misrepresentation by or on
behalf of any of the Sellers. The limitations contained in Clauses 5.7 and 5.8
shall not apply to any Claim for breach of any of the Warranties set out in
sections 2.1 (d), (e) and (f) of Schedule 3 (the "TITLE WARRANTIES"). The
maximum liability of the PM Seller for Claims in relation to the Title
Warranties shall be US $25,000,000. The maximum liability of the KM Seller for
Claims in relation to the Title Warranties shall be US $12,500,000.



                                       8
<PAGE>   12

CLAUSE 5.10 If the Purchaser becomes aware that any claim has been made against
any Group Company by a third party after Completion (a "THIRD PARTY CLAIM")
which is likely to result in the Purchaser being entitled to make a Claim
against the Sellers in respect of a breach of any Warranty, the Purchaser shall
give notice of such claim to the Sellers as soon as reasonably practicable, and
in any event within 30 days specifying the Claim in reasonable detail; and

(a)  if the Purchaser wishes to contest such third party claim, the Purchaser
     shall cause the relevant Group Company to consult as fully as is reasonably
     practicable with the Sellers as regards the conduct of any proceedings
     arising out of such claim; and

(b)  if the Purchaser does not wish to contest such third party claim the
     Purchaser shall cause the relevant Group Company to take such action as the
     Sellers shall reasonably request to avoid, resist or compromise any such
     claim (subject to the relevant Group Company being entitled to employ its
     own legal advisers and being indemnified and secured to its reasonable
     satisfaction by the Sellers against all losses, costs, damages and
     expenses, including those of its legal advisers, incurred in connection
     with such claim) provided that the Purchaser shall not be required to take
     any action which could, in its opinion, materially interfere with the
     conduct of the business of any Group Company.

CLAUSE 5.11 The Sellers will not be liable in respect of any Claim if and to the
extent that it is attributable to any voluntary transaction act or omission of
the Purchaser or the Company outside the ordinary course of business after the
date of this Agreement which the Purchaser was aware, or ought reasonably to
have been aware, would give rise to the Claim:

(a)  other than pursuant to a legally binding obligation entered into on or
     before Completion;

(b)  not being the disclosure of any matter or return to any Taxation Authority.

CLAUSE 5.12 The Sellers shall not be liable for any Claim for breach of the
Warranties if and to the extent that:

(a)  the relevant Group Company is insured against any loss or damage suffered
     by that Group Company forming the basis of the Claim in question under the
     terms of any insurance policy of a Group Company for the time being in
     force provided that the Sellers shall indemnify the Purchaser and each
     Group Company in respect of the reasonable out of pocket costs of making
     such insurance claim and any additional out of pocket costs arising from
     such claim (which would not have arisen but for such claim) including any
     increased insurance premium arising therefrom; or

(b)  a specific provision for the loss to which the Claim relates has been
     provided for in the Accounts; or

(c)  the Purchaser or a Group Company subsequently receives from any tax
     authority in the financial year in which the Claim is made a sum which is
     referable to the matter giving rise to the Claim or obtains in such year a
     tax relief which is so referable, in which case the Purchaser shall (or, as
     appropriate, shall procure that the Group Company shall) forthwith repay to
     the Sellers (a) an amount equal to the sum recovered from the tax authority
     (or the value of the relief obtained, calculated by reference to the amount
     saved) less any reasonable out-of-pocket costs and expenses incurred by the
     Purchaser or the Group Company in recovering the same and any tax suffered
     on the receipt or (b) if the figure resulting under (a) is greater than the
     amount paid by the Sellers to the Purchaser




                                       9
<PAGE>   13

     or the Group Company in respect of the relevant Claim, such lesser amount
     as shall have been so paid by the Seller.

The Purchaser will not be entitled to recover any sum in respect of any Claim
for breach of any of the Warranties or the indemnity set out in Clause 11 or
otherwise obtain damages, reimbursement or restitution more than once in respect
of any fact matter misrepresentation or breach of any of the Warranties or the
indemnity set out in Clause 11.

CLAUSE 5.13 Without prejudice to Clause 5.6, a failure to give timely notice or
to include any specified information in any notice as provided in Clauses 5.10
will not affect the rights or obligations of any party hereunder.

CLAUSE 5.14 In the event of a Claim based on more than one Warranty, it shall be
at the sole option of the Purchaser to decide which Warranty or Warranties it
shall invoke.

CLAUSE 5.15 Nothing contained in this clause 5 shall relieve the Purchaser from
any obligation it may otherwise have to mitigate its loss arising from any
matter which is or may be the subject of a Claim.

CLAUSE 5.16 Mommers Beleggingen Echt B.V. shall have no liability for any
Claims, provided that the amount received by it on distribution of the
Consideration does not exceed 2,500,000 NLG.

SECTION 6  PRE-COMPLETION UNDERTAKINGS AND DELIVERIES AND DISSOLUTION

CLAUSE 6.1 Pending Completion, the Sellers shall ensure that between the date
hereof and Completion:

(a)  each Group Company shall carry on its business in the ordinary and usual
     course consistent with past practices and shall not make (or agree to make)
     any payment or dispose of any assets other than routine payments or
     disposals made in the ordinary and usual course of trading consistent with
     past practices. In particular, and without prejudice to the generality of
     the foregoing, the Sellers shall ensure that no Group Company makes any
     payment to any Seller or any Affiliate of any Seller, by way of repayment
     of Indebtedness or otherwise, or transfers any asset to any Seller or any
     Affiliate of any Seller;

(b)  each Group Company shall take all reasonable steps to preserve and protect
     its assets;

(c)  no Group Company shall do, allow or procure any act or omission which would
     constitute or give rise to a breach of any Warranty if the Warranties were
     to be repeated on or at any time before Completion by reference to the
     facts and circumstances then existing;

(d)  prompt disclosure is made to the Purchaser of all relevant information
     which comes to the notice of any of the Sellers or any Group Company in
     relation to any fact or matter (whether existing on or before the date of
     this Agreement or arising afterwards) which may constitute a breach of any
     Warranty if the Warranties were to be repeated on or at any time before
     Completion by reference to the facts and circumstances then existing;

(e)  no dividend or other distribution shall be declared, paid or made by any
     Group Company;



                                       10
<PAGE>   14

(f)  no share or loan capital, securities, options or warrants shall be allotted
     or issued or agreed to be allotted or issued by any Group Company;

(g)  no change shall be made in terms of employment, including pension fund
     commitments, by any Group Company (other than those required by law)
     without the prior consent of the Purchaser;

(h)  no action is taken by any of the Sellers or any Group Company which is
     inconsistent with the provisions of this Agreement or the consummation of
     the transactions contemplated by this Agreement;

(i)  as soon as available (but in any event within 10 days after the end of each
     calendar month) the Internal Monthly Financial Statements for each calendar
     month ending prior to the Completion Date are delivered to the Purchaser;

(j)  all of the tangible assets of the Group Companies are maintained in good
     repair;

(k)  each Group Company preserves intact its present business and operations,
     keeps available the services of its officers and employees and preserves
     its relationships with licensors, suppliers, distributors, customers, and
     other persons having material business relationships with them;

(l)  no transfers of the legal or beneficial ownership of any Shares are made by
     the Sellers;

(m)  no Group Company enters into any transaction, contract or agreement with
     any Seller or any Company connected therewith;

(n)  no Group Company takes or omits to take any action which has the effect of
     reducing its working capital; and

(o)  each Group Company pays its debts as they fall due or otherwise in
     accordance with its past practice.

CLAUSE 6.2 Pending Completion, the Sellers shall ensure that the Company
consults fully with the Purchaser in relation to any matters which may have a
material effect upon the Group and that, without the prior consent of the
Purchaser, no Group Company shall:

(a)  enter into any contract or commitment (or make a bid or offer which may
     lead to a contract or commitment) (i) for capital expenditure (of any
     amount) or (ii) having a value or involving expenditure in excess of NLG
     150,000 or which is of a long term or unusual nature or which could involve
     an obligation of a material nature or which may result in any material
     change in the nature or scope of the operations of the Group;

(b)  agree to any variation, amendment, modification or cancellation of any
     existing contract to which that Group Company is a party and which may have
     a material effect upon the business, condition (financial or otherwise),
     results of operations or prospects of the Group;

(c)  (whether in the ordinary and usual course of business or otherwise) acquire
     or dispose of, or agree to acquire or dispose of, or grant, or agree to
     grant, any charge, mortgage, lien,




                                       11
<PAGE>   15

     assignment, encumbrance or other security interest over, or any business or
     any asset having a value in excess of NLG 150,000; or

(d)  enter into any agreement, contract, arrangement or transaction (whether or
     not legally binding) other than in the ordinary and usual course of
     business;

(e)  enter into any material transaction, contract or agreement with any Seller
     or any Affiliate of any Group Company;

(f)  amend its Articles of Association;

(g)  incur or discharge any Indebtedness, obligation or liability, whether
     absolute or contingent, or make any extension of credit or any loans to,
     guarantee the obligations of, or make any additional investments in any
     other person, in each case other than in the ordinary course of business;

(h)  cancel or allow any of the existing insurance policies of the Company or
     any of its Subsidiaries to lapse;

(i)  write off as uncollectible any accounts receivable or cancel, waive, or
     release any debts of or claims against any person, except in the ordinary
     course of business and consistent with past practice; or

(j)  make any change in its financial or tax accounting methods, principles or
     practices unless required by applicable law or regulation.

CLAUSE 6.3 None of the Sellers will before Completion:

(a)  dispose of any interest in the Shares or any of them or grant any option or
     right of pre-emption over, or mortgage, charge or otherwise encumber the
     Shares or any of them;

(b)  permit any Group Company to pass any resolution in general meeting;

(c)  do or omit to do or cause or allow to be done or omitted to be done any act
     or thing which would result (or be likely to result) in a breach of any of
     the Warranties if the Warranties were repeated at Completion.

CLAUSE 6.4 Except for the transactions contemplated by this Agreement, each
Seller will refrain from, and will cause the Group Companies and each other
person or entity acting for or on behalf of the Group Companies or any Seller to
refrain from, taking, directly or indirectly, any action:

(a)  to seek or encourage any offer or proposal from any person or entity to
     acquire any material assets of the Company or any of the Subsidiaries, or
     any shares or other securities of the Company or any of the Subsidiaries
     (or interests therein);

(b)  to liquidate, dissolve, or reorganise any Group Company in any manner;

(c)  to acquire or transfer any material assets of any Group Company or any
     interests therein;

(d)  to reach any agreement or understanding (whether or not such agreement or
     understanding is absolute, revocable, contingent, or conditional) for, or
     otherwise to




                                       12
<PAGE>   16

     attempt to complete, any such acquisition, transfer, consolidation,
     combination, or reorganisation; or

(e)  to furnish or cause to be furnished any information with respect to any
     Group Company to any person or entity (other than the Purchaser or any
     person or entity acting for or on behalf of the Purchaser) that any Group
     Company or any Seller (or any person or entity acting for or on behalf of
     any Group Company or any Seller) knows or has reason to believe is in the
     process of attempting or considering any such acquisition, transfer,
     consolidation, combination, liquidation, dissolution, or reorganisation.

CLAUSE 6.5 If any Group Company or any Seller receives from any person or entity
(other than the Purchaser) any written offer, proposal, or informational request
of a nature referred to in Clause 6.4, the Sellers will promptly advise such
person or entity, by written notice, of the terms of this clause and will
promptly deliver a copy of such notice to the Purchaser.

CLAUSE 6.6 Not less than three business days prior to Completion, the Sellers
shall deliver to the Purchaser a written statement confirming the amount of
Seller Indebtedness and Third Party Indebtedness at Completion. Such statement
shall be accompanied by a statement from ABN Amro confirming the amount of Third
Party Indebtedness payable to ABN Amro.

CLAUSE 6.7 If (i) the Sellers make any notification pursuant to Clause 5.4 or
(ii) any fact, matter or event (whether existing or occurring on or before the
date of this Agreement or arising or occurring afterwards) comes to the notice
of the Purchaser at any time prior to Completion which:

(a)  constitutes a material breach by the Sellers of this Agreement (including,
     without limitation, any breach of the undertakings in Section 6
     (Pre-Completion Undertakings)).

(b)  would constitute a breach of any Warranty (being material in the context of
     the Group taken as a whole) if the Warranties were repeated on or at any
     time before Completion by reference to the facts and circumstances then
     existing; or

(c)  affects or is likely to affect in a materially adverse manner the business
     condition (financial or otherwise), results of operations or prospects of
     the Group taken as a whole;

the Purchaser may by written notice given to the Sellers at any time prior to
Completion dissolve this Agreement without liability on the part of the
Purchaser.

SECTION 7  GUARANTEE BY KM AND PM

CLAUSE 7.1 In consideration of the Purchaser entering into and acting in
accordance with this Agreement:

(a)  PM hereby irrevocably and unconditionally undertakes as surety (borg) to
     pay as its own principal debt, any and all amounts that the PM Seller or
     its successor is liable vis-a-vis the Purchaser under the Agreement. In the
     event PM Seller is in default of any of his obligations under the
     Agreement, PM is from that moment onwards, notwithstanding any of its
     (statutory) rights, liable to the Purchaser for any damages in connection
     with or arising from such default. PM shall be required to make such
     payment upon the receipt of a copy by PM of (i) a judgment of a competent
     court of law, which is enforceable at once, notwithstanding appeal,
     (uitvoerbaar bij voorraad) or no longer subject to appeal




                                       13
<PAGE>   17

     (in kracht van gewijsde), or a valid arbitral award, in which PM, the PM
     Seller or both or their respective successors has been ordered to pay to
     the Purchaser or its successor the amounts determined therein or (ii) an
     amicable settlement signed by or on behalf of the Purchaser and the PM
     Seller or their respective successors, stating that the PM Seller or its
     successor is due to pay a certain amount of money to the Purchaser under
     the Agreement.

     For the avoidance of doubt, the Purchaser is entitled to bring legal
     proceedings against PM solely, in order to determine the amounts that the
     PM Seller or its successor is due to pay to the Purchaser under the
     Agreement, including in the event that the PM Seller or its successor is
     declared bankrupt (failissement), granted a suspension of payment
     (surseance van betaling) or is wound-up (ontbinding). The Purchaser is also
     entitled to join PM in any legal proceedings against the PM Seller.

     The Purchaser is allowed to claim several amounts under this surety, taking
     into account the above-mentioned maximum amount of liability of PM.

(b)  KM hereby irrevocably and unconditionally undertakes as surety (borg) to
     pay as its own principal debt, any and all amounts that the KPM Seller or
     its successor is liable vis-a-vis the Purchaser under the Agreement. In the
     event KM Seller is in default of any of his obligations under the
     Agreement, KM is from that moment onwards, notwithstanding any of its
     (statutory) rights, liable to the Purchaser for any damages in connection
     with or arising from such default. KM shall be entitled to make such
     payment upon the receipt of a copy by KM of (i) a judgment of a competent
     court of law, which is enforceable at once, notwithstanding appeal,
     (uitvoerbaar bij voorraad) or no longer subject to appeal (in kracht van
     gewijsde), or a valid arbitral award, in which KM, the KM Seller or both or
     their respective successors has been ordered to pay to the Purchaser or its
     successor the amounts determined therein or (ii) an amicable settlement
     signed by or on behalf of the Purchaser and the KM Seller or their
     respective successors, stating that the KPM Seller or its successor is due
     to pay a certain amount of money to the Purchaser under the Agreement.

     For the avoidance of doubt, the Purchaser is entitled to bring legal
     proceedings against KM solely, in order to determine the amounts that the
     KM Seller or its successor is due to pay to the Purchaser under the
     Agreement, including in the event that the KM Seller or its successor is
     declared bankrupt (failissement), granted a suspension of payment
     (surseance van betaling) or is wound-up (ontbinding). The Purchaser is also
     entitled to join KM in any legal proceedings against the KM Seller.

     The Purchaser is allowed to claim several amounts under this surety, taking
     into account the above-mentioned maximum amount of liability of KM.

CLAUSE 7.2 The Guarantors' liability hereunder shall not be discharged or
impaired by any amendment to or variation of this Agreement, any release of, or
granting of time or other indulgence to, either Sellers or any third party, any
liquidation, administration, receivership or winding-up of either Seller or by
any other act or omission or any other events or circumstances whatsoever
(whether or not known to the Sellers, the Purchaser or the Guarantors) which
would or might (but for this Clause) operate to impair or discharge the
Guarantors' liability under this guarantee.




                                       14
<PAGE>   18

CLAUSE 7.3 As a separate, continuing and primary obligation, the Guarantors
undertake to indemnify the Purchaser on demand against all losses, claims or
costs suffered or incurred by the Purchaser while acting in good faith should
any amounts which would otherwise be due under this Agreement not be recoverable
for any reason whatsoever including (but not limited to) the Agreement being or
becoming void, voidable or unenforceable as against the Sellers.

CLAUSE 7.4 The maximum amount required to be paid by the PM Seller pursuant to
clause 7.1 shall not exceed (a) US $25,000,000 in aggregate, (b) US $10,000,000
in respect of Claims other than title Claims and (c) US $3,000,000 in respect of
Environmental Losses. For the avoidance of doubt, PM's liability pursuant to
this Clause 7 in respect of any matter may not exceed the PM Seller's liability
under this Agreement in respect of that matter. The maximum amount required to
be paid by the KM Seller pursuant to clause 7.1 shall not exceed (a) US
$12,500,000 in aggregate, (b) US $5,000,000 in respect of Claims other than
title Claims and (c) US $3,000,000 in respect of Environmental Losses. For the
avoidance of doubt, KM's liability pursuant to this Clause 7 in respect of any
matter may not exceed the KM Seller's liability under this Agreement in respect
of that matter.

CLAUSE 7.5 VGL (as principal obligor and not merely as a surety) unconditionally
and irrevocably guarantees as a continuing obligation the proper and punctual
performance by the Purchaser of all its obligations under or pursuant to this
Agreement.

SECTION 8  COMPLETION

CLAUSE 8.1 The sale and purchase of the Shares shall be completed at the offices
of TVD on the Completion Date.

CLAUSE 8.2 The following events and the events set out in Clause 8.3 shall take
place at Completion (in the order set out below):

(a)  The Sellers shall procure the delivery to the Purchaser of:

     (i)   written confirmations in the agreed form as to the respective bank
           indebtedness of each Group Company as at the close of business on the
           last Business Day prior to Completion, together with directions, in
           the agreed form, varying and/or replacing the mandates given to such
           banks by each Group Company together with releases of all security
           granted to ABN Amro Bank NV;

     (ii)  a letter of resignation in the agreed form marked "C" duly executed
           as a deed by each of the Members of the Supervisory Board of any
           Group Company required to resign by the Purchaser;

     (iii) confirmation from Arthur D. Little that all fees payable to it by any
           Group Company have been paid in full;

     (iv)  evidence, in a form satisfactory to the Purchaser, that Substrate
           Technologies Limited has waived its right to terminate the agreement
           between the Company and Substrate Technologies Ltd. of 5 August 1997
           following the change of control of the Company;

(b)  the Sellers will deliver to the Purchaser two forms of bank guarantee, in
     the agreed form marked "D", in an amount equal to US$1,875,000 in
     aggregate;



                                       15
<PAGE>   19

(c)  the civil law notary shall execute the Deed of Transfer;

(d)  the transfer of the Shares shall be registered in the Company's
     Shareholders' Register;

(e)  the parties shall instruct the civil law notary to transfer from its
     account numbered 48.13.85.207 at ABN Amro Bank in Rijswijk in the name of
     Stichting Derdengelden Notariaat Trenite Van Doome (reference 503009499) by
     electronic funds transfer the Purchase Price to the bank account of the
     Sellers whose details are Mees Pierson, 251534871, Stichting Notariaat, De
     Brauw Blackstone Westbroek; and

(f)  the shareholders of the Company will appoint David Sindelar and Edwin
     Parkinson to its management board;

(g)  each Seller and Guarantor will make or procure the making of full and final
     payment in respect of any amounts owing by them or their Affiliates to any
     Group Company.

CLAUSE 8.3  Simultaneously with completion of all the matters referred to in
Clause 8.2, the Purchaser shall procure the payment on behalf of the Company of
an amount equal to the aggregate of the Seller Indebtedness at Completion. Each
of the Sellers and Guarantors hereby irrevocably waives and discharges and
agrees to procure the waiver and discharge by each of its Affiliates, of all and
any amounts due from any Group Company to any such person, including all Seller
Indebtedness at the Completion Date to the extent that the aggregate amount of
such Seller Indebtedness at the Completion Date exceeds the amount paid pursuant
to this Clause 8.3.

CLAUSE 8.4  If any party fails or is unable to perform any material obligation
required to be performed by it pursuant to Clause 8.2 or 8.3 on the date hereof,
the other party (being the Sellers in a case of a failure by the Purchaser and
the Purchaser in the case of a failure by any Seller) shall not be obliged to
complete the sale and purchase and transfer of the Shares and may, in its
absolute discretion, by written notice to the other party:

(a)  dissolve this Agreement without liability on the party dissolving; or

(b)  elect to complete this Agreement on that date, to the extent that the other
     party is ready, able and willing to do so, and specify a later date on
     which the other party shall be obliged to complete its outstanding
     obligations; or

(c)  elect to defer the completion of this Agreement by not more than thirty
     (30) Business Days to such other date as it may specify in such notice, in
     which event the provisions of this Clause 8.4 shall apply, mutatis
     mutandis, if the other party fails or is unable to perform any such
     obligations on such other date.

SECTION 9   GUARANTEES

The Sellers shall procure that on Completion each Group Company is released from
all guarantees and indemnities given by it and all liabilities arising from any
article 2:403 Civil Code declaration made by it, in each case in respect of the
obligations of the Sellers, the Guarantors, their respective Affiliates and any
Former Subsidiaries.

SECTION 10  PROTECTIVE COVENANTS

CLAUSE 10.1 The Sellers (each severally a "RESTRICTED PARTY") shall not (whether
alone or jointly with another and whether directly or indirectly) carry on or be
engaged or (except as the




                                       16
<PAGE>   20

owner for investment of securities dealt in on a stock exchange and not
exceeding 3 per cent. in nominal value of the securities of that class) be
interested in any Competing Business during a period of three years after
Completion. For this purpose, "COMPETING BUSINESS" means a business:

(a)  which involves any business carried on by any Group Company or any member
     of the Purchaser's Group as at Completion; and

(b)  which is carried on within the area in which any member of the Purchaser's
     Group or any Group Company carries on business as at Completion.

CLAUSE 10.2 Each Restricted Party shall not within a period of three years after
Completion, directly or indirectly, solicit or endeavour to entice away from any
Group Company, offer employment to or employ, or offer or conclude any contract
for services with, any person who was employed by any Group Company in skilled
or managerial work at any time during the 12 months prior to Completion.

CLAUSE 10.3 Each Restricted Party shall not, within a period of three years
after Completion, directly or indirectly cause or attempt to cause (a) any
customer to whom any Group Company supplies products or services to terminate
any supply or other similar contract, agreement or relationship with such Group
Company or to replace any Group Company as a supplier of products or services,
in whole or in part, with any other person or entity, or (b) any manufacturer
from whom any Group Company purchases such products or services to terminate any
purchase or other similar contract, agreement, or relationship with any such
Group Company.

CLAUSE 10.4 Each Restricted Party shall not at any time use to the detriment of
any Group Company or except so far as may be required by law and in the
circumstances only after prior consultation with the Purchaser, disclose to any
person to the detriment of any Group Company, any trade secret or other
confidential information of a technical character which it holds in relation to
any Group Company or its affairs.

CLAUSE 10.5 Each Restricted Party acknowledges and agrees that each of Clauses
10.1, 10.2, 10.3 and 10.4 constitutes an entirely separate and independent
restriction and that the duration, extent and application of each restriction
are no greater than is reasonable and necessary for the protection of the
interests of the Purchaser but that, if any such restriction shall be adjudged
by any court or authority of competent jurisdiction to be void or unenforceable
but would be valid if part of the wording thereof were to be deleted and/or the
period thereof were to be reduced and/or the area dealt with thereby were to be
reduced, the said restriction shall apply within the jurisdiction of that court
or competent authority with the least amount of modifications necessary to make
it valid and effective.

SECTION 11  SELLERS' INDEMNITIES

ENVIRONMENTAL INDEMNITY

CLAUSE 11.1 The Sellers hereby agree to indemnify and hold the Purchaser
harmless from and against, and to reimburse the Purchaser with respect to, any
and all losses, damages, liabilities, claims and expenses, including, without
limitation, fines, penalties, clean-up costs, activities and obligations, legal
fees, technical consultants', engineers' and experts' fees, incidental and
consequential damages and lost profits, (collectively "Environmental Losses")
which may be sustained or suffered by the Purchaser or any Group Company (a) as
a direct or indirect result of




                                       17
<PAGE>   21

(i) the breach by any Group Company of any Environmental Laws or (ii) the breach
by any Group Company of or any failure to obtain any Environmental Approvals or
(b) otherwise arising (i) under or pursuant to any Environmental Laws out of,
based upon, or by reason of any act or omission by any person at the Properties
or any other real property owned or formerly owned by any Group Company or (ii)
in the conduct of any Group Company's business prior to Completion; in each case
whether or not the facts or matters giving rise to such Environmental Losses
were known to the Sellers or could reasonably have been known by the Sellers and
notwithstanding that all reasonable enquiries were made as to such facts or
matters by the Sellers prior to Completion.

CLAUSE 11.2 Clause 11.1 shall not apply to any costs or Environmental Losses
arising in relation to (a) the construction of a biological-based waste water
treatment facility along the NorthWest corner of the Company's site in Echt (the
"Site") or (b) measures taken to resolve currently outstanding complaints
relating to (i) noise emanating from the printed circuit board building at the
Site or (ii) odour emanating from the automated tin and lead soldering
operations conducted at that building. The Sellers shall not be liable for any
Environmental Losses until the aggregate amount of the liability of the Sellers
for all Environmental Losses exceeds US$500,000 (in which event the Purchaser
shall be entitled to claim the excess of such amount). The aggregate amount of
the liability of the Sellers for all Environmental Losses shall not exceed
$3,000,000.

INDEBTEDNESS INDEMNITY

CLAUSE 11.3 In the event that Third Party Indebtedness at Completion is greater
than the relevant amount (as defined in Clause 3.1(b)) (converted at the rate
published in Het Financieele Dagblad on the Completion Date under the heading
"Valuta's"), the Sellers hereby agree, to indemnify and upon demand immediately
to reimburse the Purchaser on a Guilder (NLG) for Guilder basis in respect of
any excess Third Party Indebtedness above that amount, whether or not the
Sellers knew or could reasonably have known of any such excess and
notwithstanding that all reasonable enquiries were made as to the level of Third
Party Indebtedness by the Sellers at Completion.

FORMER SUBSIDIARIES

CLAUSE 11.4 The Sellers shall indemnify the Purchaser against any actual or
contingent liabilities or obligations of any Group Company and against all Costs
in relation to any such liabilities or obligations which relate, directly or
indirectly, to (i) any Former Subsidiaries or (ii) any business formerly carried
on by any Group Company which was sold or otherwise transferred as a going
concern prior to the date hereof.

CHANGE OF CONTROL PAYMENTS

CLAUSE 11.5 The Sellers shall indemnify the Purchaser in respect of any amounts
payable by any Group Company which would not have become payable but for the
change of ownership of the Company pursuant to any pre-existing agreement or
arrangement including, without prejudice to the generality of the foregoing, all
and any amounts payable to Substrate Technologies Ltd. following termination of
the agreement between the Company and Substrate Technologies Ltd. of 5 August
1997.

CLAUSE 11.6       [Intentionally Blank.]




                                       18
<PAGE>   22

TAXATION

CLAUSE 11.7.1 For the purposes of this Clause 11.7:

"DEFERRED RELIEF" means any Relief (other than a right to a repayment of Tax)
which:

(a)  is taken into account in computing any provision for deferred tax which
     appears in the Last Accounts or in eliminating such provision; or

(b)  is taken into account in the Last Accounts as an asset;

"PRE-COMPLETION RELIEF" means a Relief which arose to any Group Company in
respect of a period ended on or before the Last Accounts Date and is neither:

(a)  a Deferred Relief; nor

(b)  a repayment of Tax which is taken into account in the Last Accounts as an
     asset;

"RELIEF" means loss, allowance, credit, relief, deduction or set-off or any
right to a repayment of Tax available for set-off;

"TAX CLAIM" means any notice, demand, assessment, letter or other document
issued by a Taxation Authority indicating that a Company may be required to make
an actual or suffer a deemed payment of Tax or to suffer the non-availability,
loss, cancellation or reduction of a right to a repayment of Tax which may give
rise to a claim against the Sellers under this Clause 11.7;

"TAX" means any and all forms of taxation, duties, imposts, levies and rates of
any kind whatsoever and wherever imposed and all charges, interest, penalties,
fines and expenses in connection with or incidental to any taxation. With
respect to The Netherlands the definition of "Tax" includes, but is not limited
to:

(a)  corporate income tax (vennootschapsbelasting) including disinvestment
     payments WIR (WIR desinvesteringsbetalingen);

(b)  wage withholding tax (loonbelasting);

(c)  social security contributions (both national contributions
     (volksverzekeringen) and employee social security contributions
     (werknemersverzekeringen));

(d)  value added tax (omzetbelasting);

(e)  customs and excise duties (invoerrechten en accinzen);

(f)  capital tax (kapitaalsbelasting) and other legal transaction taxes
     (belastingen van rechtsverkeer);

(g)  dividend withholding tax (dividendbelasting);

(h)  municipal real estate taxes (gemeentelijke onroerende zaakbelasting), other
     municipal taxes and duties (overige gemeentelijke belastingen en leges);
     and

(i)  environmental taxes and duties (milieuheffingen),




                                       19
<PAGE>   23

(j)  transfer taxes including real estate transfer taxes,

together with any interest (heffings en invorderingsrente) and penalties
(verhogingen en boete) relating thereto, due, payable, levied, imposed upon or
claimed to be owed in the Netherlands.;

"TAXATION AUTHORITY" means any local, municipal, governmental, state, federal or
other fiscal or revenue authority, body or official competent to impose
Taxation;

"TRANSACTION" means any transaction, act, event or omission of whatever nature
including, without prejudice to the generality of the foregoing:

(a)  the sale of real estate and moveables by Mommers Vastgoed B.V. to
     Beheermaatschapij Mommers Print Service B.V. and K. Mommers Beheer BV and
     the sale of cars by Alex Cars BV;

(b)  the sale of know how to Vinho B.V.;

(c)  the making of loans by any Group Company to the Sellers, the Guarantors or
     their respective Affiliates;

(d)  the entry into and performance of a management agreement with K. Mommers
     Beheer B.V.;

(e)  any restructurings of the Group including the restructurings occurring in
     December 1988 and December 1993;

(f)  the transfer out of the Group of any Former Subsidiary, including Lamberto
     BV;

(g)  the transfer out of the Group of any business formerly carried on by any
     member of the Group at the time of transfer;

references to "PROFITS" include income, profits or gains (including capital
gains) of any description and from any source and references to "PROFITS EARNED"
include profits earned, accrued or received and profits deemed to have been
treated as earned, accrued or received for Tax purposes;

references to a "REPAYMENT OF TAX" include any repayment supplement or interest
in respect of it;

references to a "RESULT OF A TRANSACTION OCCURRING ON OR BEFORE COMPLETION"
include a result of a series of or combined result of two or more Transactions,
the first of which was a Transaction occurring on or before Completion or which
commenced on or before Completion;

references to "TAX" include, in a case where Tax for which a Group Company is
liable is discharged by another person, the amount corresponding to that TAX for
which the Company is, after that discharge, liable; and

references to any "TRANSACTION OCCURRING ON OR BEFORE COMPLETION" include the
entering into and performance of the Agreement.




                                       20
<PAGE>   24

11.7.2 For the purposes of this Clause 11.7, payment of Tax shall be deemed to
be made by a Group Company if a payment of Tax would have been due to be made by
that Company but for the utilisation of any Relief other than a Pre-Completion
Relief.

11.7.3 For the purposes of this Clause 11.7, a payment of Tax deemed to be made
in accordance with the provisions of Clause 11.7.2 shall be deemed to be due on
the date on which that Tax would have been due (assuming that an assessment or
other notification of that Tax had been made at the earliest permissible time
and no appeal had been made against the assessment or notification) but for the
availability of a Relief concerned.

11.7.4 The Sellers shall pay to the Purchaser or to a Group Company, as directed
by the Purchaser, whether or not a Group Company is or may be entitled to claim
reimbursement of the payment from any person, an amount equal to:

(a)  any payment of Tax made or to be made by any Group Company by reference to
     any profits earned on or before Completion or as a result of any
     Transaction occurring on or before Completion;

(b)  any repayment of Tax to the extent that the repayment has been taken into
     account in the Last Accounts but is not available or is lost, reduced or
     cancelled;

(c)  any payment of Tax which would not have been made but for a Deferred Relief
     not being available or being lost, reduced or cancelled;

(d)  any payment of Tax made or to be made by the Purchaser or any Group Company
     as a result of its receiving any payment under this Agreement; and

any costs or expenses incurred by the Purchaser or any Group Company in
connection with any payment of Tax or the non-availability, loss, reduction or
cancellation of a repayment of Tax or of a Deferred Relief as is referred to in
the preceding paragraphs or in connection with any action taken in avoiding,
resisting or settling any payment of Tax or the non-availability, loss,
reduction or cancellation of a repayment of Tax or of a Deferred Relief.

11.7.5 A payment to be made by the Sellers under Clause 11.7.4 shall be made on
the following dates:

(a)  as regards any payment of Tax within paragraphs (a), (c) or (d) of Clause
     11.7.4, the later of (i) two business days before the date on which the
     payment of Tax is finally due and (ii) ten days after a demand in writing
     is served on the Sellers by the Purchaser or the relevant Group Company;

(b)  as regards any non-availability, loss, reduction or cancellation of a
     repayment of Tax within paragraph (b) of Clause 11.7.4, the date on which
     Tax would have been due in respect of the period to which the right of
     repayment related or, if later or if there is no such date, seven days
     after the service of notice on the Sellers by the Purchaser or the relevant
     Group Company that the auditors for the time being of the relevant Group
     Company have certified, at the request and expense of the Purchaser or the
     relevant Group Company, the extent of such non-availability, loss,
     reduction or cancellation, such notice to be accompanied by a copy of the
     certificate;




                                       21
<PAGE>   25

(c)  as regards costs and expenses within paragraph (e) of Clause 11.7.4, seven
     days after notice of the costs and expenses is given by the Purchaser or
     the relevant Company to the Sellers.

11.7.6 No payment shall be treated as made by the Sellers under Clause 11.7.4
until and to the extent that cleared funds are available in respect of it to a
Company or to the Purchaser.

11.7.7 If the Sellers fail to pay any sum due from them under this Clause 11.7
on the due date for payment they shall pay interest on that sum from the due
date until actual payment at the rate of 3 per cent. per annum above the base
rate for the time being of ABN Amro Bank N.V.

     (i)   11.7.8 The obligation contained in paragraph (a) of Clause 11.7.4
           does not apply to a payment of Tax by a Group Company, nor do the
           obligations contained in paragraphs (b) and (c) of Clause 11.7.4
           apply to the non-availability, loss, cancellation or reduction of a
           repayment of Tax or of a Deferred Relief: (a) to the extent that
           allowance, provision or reserve for the payment is made in the Last
           Accounts; or (b) to the extent that it arises or is increased as a
           result only of a retrospective change in tax law (including increases
           in the rates of Tax and changes in published practice) announced
           after the date of this Agreement; or (c) which would not have arisen
           but for a voluntary act carried out by the Purchaser or a Company
           after the date of this Clause 11.7 being an act which: (i) is not in
           the ordinary course of its normal business; (ii) could reasonably
           have been avoided; (iii) the Purchaser or the Company was aware or
           ought reasonably to have been aware would give rise to the Tax in
           question;

(b)  to the extent that it arises directly or indirectly as a result of a
     transaction or other matter in the ordinary course of business of any of
     the Companies between the Last Accounts Date and Completion;

11.7.9 No liability on the part of the Sellers under this Clause 11.7 shall
exist for any Taxation after the ninetieth day following the expiry of the
limitation period applying to the relevant authorities in respect of that
Taxation.

11.7.10 If the Sellers make a payment under sub-clause 11.7.4 and subsequently
and before the [first] anniversary of Completion, the Purchaser or the Company
receives from another person (other than the Purchaser) a payment in respect of
the Tax in question (which is not received by reason of a Relief other than a
Pre-Completion Relief), the Purchaser shall repay to the Sellers the amount
received (less any costs of recovering the amount and any payment of Tax on such
amount) to the extent it does not exceed the payment originally made by the
Sellers.

11.8 For the avoidance of doubt, it is understood that the liability of the
Sellers under this Clause 11 is not limited or restricted by the contents of the
Disclosure Letter or the Purchaser's Due Diligence Reports or by any actual or
constructive knowledge on the part of the Purchaser or any of its agents,
whether obtained through any investigation or otherwise.

11.8.1 If the Purchaser or a Group Company becomes aware of any Tax Claim, the
Purchaser shall give or procure that notice in writing is given to the Sellers
as soon as reasonably practicable, and in any event within 30 days specifying
the Tax Claim in reasonable detail; and





                                       22
<PAGE>   26

(a)  if the Purchaser wishes to contest such Tax Claim, shall cause the relevant
     Group Company to consult as fully as is reasonably practicable with the
     Sellers as regards the conduct of any proceedings arising out of such Tax
     Claim; and

(b)  if the Purchaser does not wish to contest such Tax Claim, the Purchaser
     shall cause the relevant Group Company to take such action as the Sellers
     shall reasonably request to avoid, resist or compromise any such Tax Claim
     (subject to the relevant Group Company being entitled to employ its own
     legal advisers and being indemnified and secured to its reasonable
     satisfaction by the Sellers against all losses, costs, damages and
     expenses, including those of its legal advisers, incurred in connection
     with such Tax Claim) provided that the Purchaser shall not be required to
     take any action which could, in its opinion, materially interfere with the
     conduct of the business of any Group Company.

SECTION 12  WITHHOLDING TAX AND GROSSING UP

CLAUSE 12.1 All sums payable by the Sellers under this Agreement shall be paid
free and clear of all deductions or withholdings unless and to the extent that
the deduction or withholding is required by law, in which event the Sellers
shall pay such additional amount as shall be required to ensure that the net
amount received by the payee hereunder will equal the full amount which would
have been received by it had no such deduction or withholding been required to
be made.

SECTION 13  ENTIRE AGREEMENT

CLAUSE 13.1 This Agreement, the Disclosure Letter, the Confidentiality Agreement
and (to the extent that it constitutes a qualification of the Warranties) the
Purchaser's Due Diligence Reports together with the documents in the agreed form
constitute the entire agreement and understanding between the parties in
connection with the sale and purchase of the Shares. This Agreement shall, with
effect from Completion, supersede all prior written and/or oral agreements
between the parties, including without limitation the Proposal Letter dated 6
October 1997, which shall cease to have any further force or effect, and neither
party has entered into this Agreement in reliance upon any representation,
warranty or undertaking which is not set out or referred to in this Agreement.
No party shall be under any liability or shall have any remedy in respect of
misrepresentation or untrue statement unless and to the extent that a claim lies
under this Agreement.

CLAUSE 13.2 Each party hereby irrevocably waives its right to seek dissolution
of this Agreement after Completion.

SECTION 14  VARIATION AND JOINT AND SEVERAL LIABILITY

CLAUSE 14.1 No variation of this Agreement (or of any of the documents referred
to herein) shall be valid unless it is in writing and signed by or on behalf of
each of the parties hereto. The expression "variation" shall include any
variation, supplement, deletion or replacement however effected.

CLAUSE 14.2 Where in this Agreement any liability is undertaken by two or more
persons the liability of each of them shall be joint and several.




                                       23
<PAGE>   27

SECTION 15  ASSIGNMENT

CLAUSE 15.1 It is agreed and acknowledged by the Sellers that the Purchaser may
at any time assign its rights to acquire the Shares hereunder or, after
Completion, sell all of the Shares to any other member of the Purchaser's Group.
Accordingly, the Sellers agree that the benefit of the Warranties may be
assigned (in whole or in part) by the Purchaser to any other member of the
Purchaser's Group without any further consent of the Sellers being required, and
may be enforced by any member of the Purchaser's Group which is the legal and
beneficial owner for the time being of all or part of the Shares as if it were
the Purchaser under this Agreement.

CLAUSE 15.2 Subject to Clause(s) 15.1 and 15.3, no party shall be entitled to
assign the benefit of any provision of this Agreement without the prior written
approval of the other parties.

CLAUSE 15.3 The Purchaser may (if required) assign its rights under this
Agreement by way of security to any bank(s) and/or financial institution(s)
lending money or making other banking facilities available to the Purchaser or
any other member of the Purchaser's Group for the acquisition of the Shares.

SECTION 16  CONFIDENTIALITY AND ANNOUNCEMENTS

CLAUSE 16.1 No announcement or circular in connection with the existence or the
subject matter of this Agreement shall be made or issued by or on behalf of the
Sellers or the Purchaser without the prior written approval of the other (such
approval not to be unreasonably withheld or delayed). This shall not affect any
announcement or circular required by law or regulatory authority or the rules of
any stock exchange.

CLAUSE 16.2 The parties to this Agreement shall keep the contents of this
Agreement confidential and none of the parties shall disclose any matter
contained herein or in any of the agreed documents to any third party without
the express prior written consent of the other parties save where, and only to
the extent, required by law, regulatory authority or the rules of any Stock
Exchange to do so.

SECTION 17  COSTS

CLAUSE 17.1 Each of the parties shall pay its own Costs incurred in connection
with the negotiation, preparation and implementation of this Agreement. The
Sellers agree that any expenses, including any advisors' fees and stamp and
transfer taxes, incurred by any Group Company in connection with the sale of the
Company and the execution and performance of this Agreement ("TRANSFER COSTS")
shall be for the account of the Sellers and accordingly jointly and severally
agree to reimburse the relevant Group Company on demand in respect of any
Transfer Costs born by any such Group Company other than any Transfer Costs
which were ascertainable at Completion and which reduced the Purchase Price in
accordance with Clause 3.1. For the avoidance of doubt, the Purchaser shall bear
its own advisor's fees and any stamp and transfer taxes attributable to the
Purchaser in respect of the sale of the Company.

SECTION 18  PARTIAL INVALIDITY

CLAUSE 18.1 PARTIAL INVALIDITY If, at any time, any provision hereof is or
becomes illegal, invalid or unenforceable in any respect under the law of any
applicable jurisdiction, neither the legality, validity or enforceability of the
remaining provisions hereof nor the legality, validity or




                                       24
<PAGE>   28

enforceability of such provision under the law of any other jurisdiction shall
in any way be affected or impaired thereby.

SECTION 19  REMEDIES AND WAIVERS

CLAUSE 19.1 REMEDIES AND WAIVERS No failure by the Purchaser to exercise, nor
any delay by the Purchaser in exercising any right or remedy hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise of any
right or remedy prevent any further or other exercise thereof or the exercise of
any other right or remedy. The rights and remedies herein provided are
cumulative and not exclusive of any rights or remedies provided by law.

SECTION 20  FURTHER ASSURANCE

CLAUSE 20.1 Each party shall do or procure to be done all such further acts and
things, and execute or procure the execution of all such other documents, as the
other party, (being the Sellers in relation to the Purchaser and the Purchaser
in relation to the Sellers) may from time to time reasonably require, whether on
or after Completion, for the purpose of giving to the other party the full
benefit of all of the provisions of this Agreement.

CLAUSE 20.2 The Sellers shall procure that there is made available to the
Purchaser at such time(s) and place(s) as the Purchaser may reasonably direct
all information in the possession or under the control of the Sellers which the
Purchaser may from time to time reasonably require, whether before or after
Completion, in relation to the business and affairs of the Group.

SECTION 21  NOTICES

CLAUSE 21.1 COMMUNICATIONS IN WRITING Each communication to be made hereunder
shall be made in writing and, unless otherwise stated, shall be made by fax or
letter.

CLAUSE 21.2 DELIVERY Any communication or document to be made or delivered by
one person to another pursuant to this Agreement shall (unless that other person
has by 15 days' written notice to the other specified another address) be made
or delivered to that other person at the address identified in clause 21.3 with
its signature and shall be deemed to have been made or delivered when despatched
(in the case of any communication made by fax or (in the case of any
communication made by letter) when left at the address or (as the case may be) 5
days after being deposited in the post postage prepaid in an envelope addressed
to it at that address provided that any communication or document to be made or
delivered by any party shall be effective only when received by the other
party(ies) and then only if the same is expressly marked for the attention of
such department or officer as the Purchaser shall from time to time specify for
this purpose.

CLAUSE 21.3 COMMUNICATION DETAILS The address of the parties for the purpose of
Clause 21.1 are as follows:

SELLERS:                 The address and fax numbers set out in column (3) of
                         Schedule 1.

GUARANTORS:

K. Mommers
Address:                 Negen-Novemberweg 5
                         5916 LD Venlo, The Netherlands


                                       25
<PAGE>   29

P. Mommers
Address:                 Bisschopp Schrijnenstraat 9
                         6041 XK, Roermond, The Netherlands

PURCHASER/VGL:           Address:
                         101 South Hanley Road, Suite 400
                         St. Louis, MO 63105

For the attention of:    David M. Sindelar
Fax:                     (314) 746 2299

WITH COPIES TO:          Hicks, Muse, Tate & Furst Incorporated
Address:                 200 Crescent Court
                         Suite 1600
                         Dallas, Texas 75201
For the attention of:    Lawrence D. Stuart, Jr.
Fax:                     (314) 740 7313

Address:                 Mills & Partners
                         101 South Hanley Road, Suite 400
                         St. Louis, MO 63105
For the attention of:    David M. Sindelar
Fax:                     (314) 746 2251

SECTION 22  GOVERNING LAW AND CHOICE OF FORUM

CLAUSE 22.1 DUTCH LAW This Agreement shall be governed by, and shall be
construed in accordance with, the laws of the Netherlands.

CLAUSE 22.2 ARBITRATION Any differences arising out of this Agreement or any
further agreements resulting herefrom shall be referred to arbitration in
Amsterdam where the rules of the Netherlands Arbitration Institute shall apply.
The arbitral panel shall consist of three arbitrators appointed by agreement
between the parties or, in default of agreement, nominated on application of
either party by the President for the time being of the Law Society of England
and Wales. The arbitration shall take place in Amsterdam and the proceedings
shall be conducted in the English language.

SECTION 23  COUNTERPARTS

CLAUSE 23.1 COUNTERPARTS This Agreement may be executed in any number of
counterparts and all of such counterparts taken together shall be deemed to
constitute one and the same instrument.





                                       26
<PAGE>   30

AS WITNESS this Agreement has been signed on behalf of the parties the day and
year first before written.




                                       27
<PAGE>   31

                                   SCHEDULE 1

<TABLE>
<CAPTION>
    (1)                          (2)                   (3)                 (4)
   SELLER                       SHARES            ADDRESS & FAX        PERCENTAGE
<S>                       <C>                   <C>                    <C>
Mommers                       1,255,000         Peutenweg 2, 6101         50.2
Beleggingen Echt            6% preference       VZ ECHT, the
BV                        shares of NLG 1       Netherlands

Beheermaatschappij             830,000          Postbus 34, 6100 AA       33.2
Mommers Print            ordinary shares of     Echt,
Service B.V.                   NLG 1

K.Mommers Beheer               415,000          Negen-Novemberweg         16.6
Bv                       ordinary shares of     5, 5916 LD Venlo,
                               NLG 1            the Netherlands
</TABLE>




                                       28
<PAGE>   32

                                   SCHEDULE 2

                        THE COMPANY AND THE SUBSIDIARIES

                                     PART A

                             DETAILS OF THE COMPANY

1.     NAME:                                   Print Service Holding N.V.

2.     DATE OF INCORPORATION:                  19th January 1988

3.     REGISTERED OFFICE:                      Roermond

4.     CLASS OF COMPANY:                       Private

5.     MEMBERS OF MANAGEMENT BOARD:            J. Michiels

6.     MEMBERS OF SUPERVISORY BOARD:           M. Sprengers, A. van Oijen, P.
                                               Mommers-Linssen

7.     SHARE CAPITAL:                          NLG 5,000,000 authorised
                                               NLG 2,500,000 issued (1,255,000
                                               6% preference shares of NLG 1
                                               and 1,245,000 ordinary shares
                                               of NLG 1)

8.     SHAREHOLDERS:                           Beheermaatschappij Mommers Print
                                               Service BV (830,000 ordinary),
                                               K. Mommers Beheer BV (415,000
                                               ordinary), Mommers Beleggingen
                                               Echt BV(1,255,000 preference)

9.     LAST ACCOUNTS DATE:                     31st December 1996

10.    TAX RESIDENCE:                          The Netherlands

11.    SUBSIDIARIES:                           Print Belgie Beheer BV
                                               Mommers Vastgoed BV
                                               Mommers Print Service BV
                                               Momm BV
                                               Alex Cars BV
                                               MPS France SARL (5%)




                                       29
<PAGE>   33

                                     PART B

                             DETAILS OF SUBSIDIARIES

1.     NAME:                            Mommers Print Service B.V.

2.     DATE OF INCORPORATION:           13th May 1983

3.     REGISTERED OFFICE:               Roermond

4.     CLASS OF COMPANY:                Private

5.     MEMBERS OF MANAGEMENT BOARD:     Company, G. Macssen, F. Smulders, J.
                                        Michiels

6.     MEMBERS OF SUPERVISORY BOARD:    None registered

7.     SHARE CAPITAL:                   NLG 100,000 authorised
                                        NLG 35,000 issued (35 shares of NLG
                                        1,000)

8.     SHAREHOLDERS:                    Company

9.     BUSINESS:                        Manufacturing of circuit boards,
                                        holding companies with same activities

10.    LAST ACCOUNTS DATE:              31st December 1996

11.    TAX RESIDENCE:                   The Netherlands

12.    SUBSIDIARIES:                    None



                                       30
<PAGE>   34

                                     PART B

                             DETAILS OF SUBSIDIARIES

1.     NAME:                          Print Belgie Beheer B.V.

2.     DATE OF INCORPORATION:         1st October 1987

3.     REGISTERED OFFICE:             Roermond

4.     CLASS OF COMPANY:              Private

5.     MEMBERS OF MANAGEMENT BOARD:   Company

6.     MEMBERS OF SUPERVISORY BOARD:  None

7.     SHARE CAPITAL:                 NLG 2,000,000 authorised
                                      NLG 2,000,000 issued (2,000 shares of
                                      NLG 1,000)

8.     SHAREHOLDERS:                  Company

9.     BUSINESS:                      Holding activities (dormant)

10.    LAST ACCOUNTS DATE:            31 December 1996

11.    TAX RESIDENCE:                 The Netherlands

12.    SUBSIDIARIES:                  Print Belgie Holding BV




                                       31
<PAGE>   35

                                     PART B

                             DETAILS OF SUBSIDIARIES

1.     NAME:                           Print Belgie Holding B.V.

2.     DATE OF INCORPORATION:          1st October 1987

3.     REGISTERED OFFICE:              Roermond

4.     CLASS OF COMPANY:               Private

5.     MEMBERS OF MANAGEMENT BOARD:    Print Belgie Beheer BV

6.     MEMBERS OF SUPERVISORY BOARD:   None

7.     SHARE CAPITAL:                  NLG 100,000 authorised
                                       NLG 50,000 issued (50 shares of
                                       NLG 1,000)

8.     SHAREHOLDERS:                   Print Belgie Beheer BV

9.     BUSINESS:                       Holding activities (dormant)

10.    LAST ACCOUNTS DATE:             31 December 1996

11.    TAX RESIDENCE:                  The Netherlands

12.    SUBSIDIARIES:                   None



                                       32
<PAGE>   36

                                     PART B

                             DETAILS OF SUBSIDIARIES

1.     NAME:                          Mommers Vastgoed B.V.

2.     DATE OF INCORPORATION:         13 May 1983

3.     REGISTERED OFFICE:             Roermond

4.     CLASS OF COMPANY:              Private

5.     MEMBERS OF MANAGEMENT BOARD:   Company

6.     MEMBERS OF SUPERVISORY BOARD:  None registered

7.     SHARE CAPITAL:                 NLG 100,000 authorised
                                      NLG 35,000 issued

8.     SHAREHOLDERS:                  Company

9.     BUSINESS:                      Sale, purchase and rent of real estate
                                      and construction

10.    LAST ACCOUNTS DATE:            31 December 1996

11.    TAX RESIDENCE:                 The Netherlands

12.    SUBSIDIARIES:                  None



                                       33
<PAGE>   37

                                     PART B

                             DETAILS OF SUBSIDIARIES

1.     NAME:                         Momm B.V.

2.     DATE OF INCORPORATION:        1 October 1987

3.     REGISTERED OFFICE:            Roermond

4.     CLASS OF COMPANY:             Private

5.     MEMBERS OF MANAGEMENT BOARD:  Company

6.     MEMBERS OF SUPERVISORY BOARD: None

7.     SHARE CAPITAL:                NLG 100,000 authorised
                                     NLG 50,000 issued (50 shares of NLG 1,000)

8.     SHAREHOLDERS:                 Company

9.     BUSINESS:                     Holding activities (dormant)

10.    LAST ACCOUNTS DATE:           31 December 1996

11.    TAX RESIDENCE:                The Netherlands

12.    SUBSIDIARIES:                 Mommers Print Service France SARL(95%)
                                     Masthof BV (25%)
                                     Eurasem B.V. (1.44%)
                                     Toray Trading A.G.




                                       34
<PAGE>   38

                                     PART B

                             DETAILS OF SUBSIDIARIES

1.     NAME:                         European Semiconductor Assembly
                                     (Eurasem) B.V.

2.     DATE OF INCORPORATION:        1 May 1987

3.     REGISTERED OFFICE:            Nijmegen

4.     CLASS OF COMPANY:             Private

5.     MEMBERS OF MANAGEMENT BOARD:  G. De Clercq

6.     MEMBERS OF SUPERVISORY BOARD: None

7.     SHARE CAPITAL:                NLG 40,000,000 authorised
                                     NLG 9,034,612 issued

8.     SHAREHOLDERS:                 Momm BV (1.44%)

9.     BUSINESS:                     Assembly of integrated switches

10.    LAST ACCOUNTS DATE:           31 December 1996

11.    TAX RESIDENCE:                The Netherlands

12.    SUBSIDIARIES:                 None



                                       35
<PAGE>   39

                                     PART B

                             DETAILS OF SUBSIDIARIES

1.     NAME:                          Masthof B.V.

2.     DATE OF INCORPORATION:         23 September 1987

3.     REGISTERED OFFICE:             Beek, Limburg

4.     CLASS OF COMPANY:              Private

5.     MEMBERS OF MANAGEMENT BOARD:   L. Masthoff

6      MEMBERS OF SUPERVISORY BOARD:  None

7.     SHARE CAPITAL:                 NLG 100,000 authorised
                                      NLG 40,000 issued (40 shares of NLG 1,000)

8.     SHAREHOLDERS:                  Momm BV (25%), L. Masthoff, J. Habets,
                                      N. Bechtel

9.     BUSINESS:                      Realisation of building projects and sale
                                      of inventory and producers' goods

10.    LAST ACCOUNTS DATE:

11.    TAX RESIDENCE:                 The Netherlands

12.    SUBSIDIARIES:





                                       36
<PAGE>   40

                                     PART B

                             DETAILS OF SUBSIDIARIES

1.     NAME:                          Torag Trading A.G.

2.     DATE OF INCORPORATION:         15 August 1974

3.     REGISTERED OFFICE:             Neuhausen am Rheinfall, Switzerland

4.     CLASS OF COMPANY:              Private

5.     MEMBERS OF MANAGEMENT BOARD:   K. Mommers, E. Huber, M. Hirt,
                                      M. Huber-Tussinger

6.     MEMBERS OF SUPERVISORY BOARD:  None

7.     SHARE CAPITAL:                 CHF 50,000 issued (50 shares of CHF 1,000)

8.     SHAREHOLDERS:                  Momm B.V.

9.     BUSINESS:                      [Swiss representative office]

10.    LAST ACCOUNTS DATE:            31.12.96

11.    TAX RESIDENCE:                 Switzerland

12.    SUBSIDIARIES:                  None





                                       37
<PAGE>   41

                                     PART B

                             DETAILS OF SUBSIDIARIES

1.     NAME:                          Mommers Print Service France SARL

2.     DATE OF ESTABLISHMENT:         20 January 1983

3.     REGISTERED OFFICE:             Les Thilliers en Vexin, France

4.     CLASS OF COMPANY:              Societe autonyme

5.     MEMBERS OF MANAGEMENT BOARD:   K. Mommers

6.     MEMBERS OF SUPERVISORY BOARD:  None

7.     SHARE CAPITAL:                 FF 100,000 authorised
                                      FF 100,000 issued (400 shares of FF 250)

8.     SHAREHOLDERS:                  Company (5%)
                                      Momm BV (95%)

9.     BUSINESS:                      French representative office

10.    LAST ACCOUNTS DATE:            31.12.96

11.    TAX RESIDENCE:                 [France]

12.    SUBSIDIARIES:                  None




                                       38
<PAGE>   42

                                     PART B

                             DETAILS OF SUBSIDIARIES

1.     NAME:                           Alex Cars B.V.

2.     DATE OF INCORPORATION:          4 September 1986

3.     REGISTERED OFFICE:              Roermond

4.     CLASS OF COMPANY:               Private

5.     MEMBERS OF MANAGEMENT BOARD:    Company

6.     MEMBERS OF SUPERVISORY BOARD:   None

7.     SHARE CAPITAL:                  NLG 100,000 authorised
                                       NLG 40,000 issued (40 shares of
                                       NLG 1,000)

8.     SHAREHOLDERS:                   Company

9.     BUSINESS:                       (Whole)sale and lease of means of
                                       transportation

10.    LAST ACCOUNTS DATE:             31 December 1996

11.    TAX RESIDENCE:                  The Netherlands

12.    SUBSIDIARIES:                   None



                                       39
<PAGE>   43

                                   SCHEDULE 3

                                 THE WARRANTIES

                                PART A : GENERAL

INFORMATION

DISCLOSURE

1.1(a)    There are fully and accurately set out in or annexed to the Disclosure
          Letter all facts and matters which are necessary to qualify the
          statements set out in this Schedule in order that such statements, as
          so qualified, are true, accurate and not misleading.

(b)       As at 31 December 1997, there were no other facts or matters which
          might reasonably be expected to have a material adverse effect on the
          business, condition (financial or otherwise), results of operations or
          prospects of the Group, taken as a whole.

(c)       All information set out in or annexed to the Disclosure Letter is
          true, complete and accurate and not misleading in any respect.

THE GROUP

THE COMPANY AND THE SHARES

2.1(a)    All of the Subsidiaries, except for Torag Trading AG and M.P.S. France
          SARL are private companies with limited liability (besloten
          vennootschappen met beperkte aansprakelijkheid), duly organised and
          validly existing under the laws of The Netherlands, with all requisite
          power to carry on their business as presently conducted.

(b)       Torag Trading AG and M.P.S. France SARL are duly incorporated and
          validly existing at the date hereof under the laws of Switzerland and
          France respectively with all requisite power to carry on its business
          as presently conducted.

(c)       All Group Companies are registered at the commercial registry of the
          relevant Chamber of Commerce (respectively at the equivalent thereof
          in respect of the non-Dutch subsidiaries) in accordance with
          applicable law, and the information contained in the extracts of such
          registrations at the Chamber of Commerce is true, accurate and
          complete.

(d)       The Sellers are the sole legal and beneficial owners, free from all
          security interests, options, equities, claims or other third party
          rights (including voting rights and rights of pre-emption) of any
          nature whatsoever, of the Shares referred to opposite their respective
          names in Schedule 1, and have full authority to sell and transfer such
          Shares.

(e)       The Shares constitute all of the issued and outstanding share capital
          of the Company. In the aggregate the Sellers hold all of the
          outstanding issued share capital of the Company. All of the Shares and
          the shares in the Subsidiaries have been duly authorised, validly
          issued and are all paid up in full.

(f)       No person is entitled or has claimed to be entitled to require any
          Group Company to issue any share capital either now or at any future
          date, and no decision to such effect has been




                                       40
<PAGE>   44

          made. There is no option, right of pre-emption, right to acquire,
          charge, pledge, encumbrance or any other form of security right on,
          over or affecting any of the Shares or any shares in the capital of
          any Subsidiary nor is there any commitment to give or create any of
          the foregoing, and no person had claimed to be entitled to any of the
          forgoing.

(g)       The information in respect of the Company set out in Part A of
          Schedule 2 is true and accurate.

(h)       The Company is a public company with limited liability (naamloze
          vennootschap), duly organised and validly existing under the laws of
          The Netherlands, with all requisite power to carry on its business as
          presently conducted. No resolution has been adopted and no other
          action has been taken to amend these Articles.

(i)       There are no existing agreements with, options or rights of, or
          commitments to any person to acquire any of the Shares or any of the
          assets of the Company or any interest therein.

THE SUBSIDIARIES

2.2(a)    The Company is (or a Subsidiary is) the sole legal and beneficial
          owner of the whole of the issued share capital of each of the
          Subsidiaries free from all security interests, options, equities,
          claims or other third party rights (including, without limitation,
          rights of pre-emption) of any nature whatsoever.

(b)       The information in respect of each of the Subsidiaries set out in Part
          B of Schedule 2 is true and accurate.

OTHER INTERESTS

2.3      No Group Company owns or has any interest of any nature whatsoever in
any shares, debentures or other securities issued by any undertaking other than
the Subsidiaries, nor has it any branch, agency or other place of business or
permanent establishment, except as shown in Schedule 2.

OWNERSHIP OF SELLERS

2.4      The Guarantors are the ultimate beneficial owners of the Sellers and
no other person owns or is otherwise interested in any equity share capital of
either of the Sellers.

FINANCIAL MATTERS

ACCOUNTS

3.1(a)    The Last Accounts give a true and fair view of the state of affairs of
          the Company and its subsidiary undertakings as at the Last Accounts
          Date and of their results for the financial year ended on the Last
          Accounts Date, have been prepared under the historical cost convention
          and in accordance with generally accepted accounting principles of the
          Netherlands consistently applied throughout the periods involved, in
          accordance with the annual accounts specimen decree (Besluit Modellen
          jaarrekening). The balance sheets contained in the Last Accounts
          fairly, accurately and completely present the consolidated financial
          position, assets and liabilities (whether accrued, absolute,
          contingent or otherwise) of the Company and its Subsidiaries at the
          dates indicated, and the statements




                                       41
<PAGE>   45

          of income, cash flow and changes in shareholders equity contained in
          the Accounts fairly, accurately and completely present the
          consolidated results of operations, cash flow and changes in
          shareholders equity of the Company and its Subsidiaries for the
          periods indicated.

3.2(a)    The Internal Monthly Financial Statements have been prepared in
          accordance with generally accepted accounting principles of the
          Netherlands consistently applied throughout the periods involved,
          except for the preparation thereof without footnotes and except for
          adjustments necessary to present fairly the consolidated financial
          position and results of operations of the Company and its Subsidiaries
          for the periods then ended (all of which adjustments are of a normal
          recurring nature and none of which individually or in the aggregate
          would be material to the Company and its Subsidiaries). The
          consolidated balance sheets contained in the Internal Monthly
          Financial Statements fairly, accurately and completely present the
          consolidated financial position, assets and liabilities (whether
          accrued, absolute, contingent or otherwise) of the Company and its
          Subsidiaries other than Momm B.V. and Print Belgie Beheer B.V. at the
          dates indicated, and the consolidated statements of income, cash flow
          and changes in shareholders equity contained in the Internal Monthly
          Financial Statements fairly, accurately and completely present the
          consolidated results of operations, cash flow and changes in
          shareholders equity of the Company and its Subsidiaries other than
          Momm B.V. and Print Belgie Beheer B.V. for the periods indicated.

(b)       Without limiting the generality of paragraph (a):

          (i)       the Accounts of each Group Company either make full
                    provision for or disclose all liabilities and Indebtedness
                    or Surviving Seller Indebtedness, all outstanding capital
                    commitments and all bad or doubtful debts of the relevant
                    Group Company and its subsidiary undertakings as at the date
                    to which they are made up, in accordance with generally
                    accepted accounting principles of the Netherlands;

          (ii)      all work-in-progress valued in the Accounts of each Group
                    Company was valued on a basis excluding profit;

          (iii)     except as stated in the Last Accounts, no changes in the
                    accounting policies were made by any Group Company in the
                    financial year ended on the Last Accounts Date or in the
                    period covered by the Internal Monthly Financial Statements;

          (iv)      the results shown by the Accounts of each Group Company for
                    the period covered by the Accounts were not (except as
                    therein disclosed) affected by any extraordinary or
                    exceptional item or by any other factor rendering such
                    results for all or any of such periods unusually high or
                    low;

          (v)       the accounts receivable of each Group Company which are
                    either reflected in the Accounts or were created subsequent
                    to the Accounts and which will be reflected in the books of
                    each Group Company on the Completion Date have arisen or
                    will arise, as the case may be, out of transactions in the
                    ordinary course of business consistent with past practice,
                    are not subject to valid defences, set-offs, or
                    counterclaims, and are on average collectible within [90]
                    days after billing at the full recorded amount thereof less,
                    in the case of accounts receivable appearing in the
                    Accounts, the recorded allowance for collection losses in
                    the Accounts,




                                       42
<PAGE>   46

                    determined in accordance with generally accepted accounting
                    principles of the Netherlands consistent with past practice;
                    and

          (vi)      all stock of each Group Company used in the conduct of its
                    business, including without limitation raw materials,
                    work-in-progress, and finished goods, reflected in the
                    Accounts or acquired since the date thereof (A) was acquired
                    and has been maintained in the ordinary course of business,
                    (B) is of good and merchantable quality, (C) consists
                    substantially of a quality, quantity, and condition usable,
                    leasable, or saleable in the ordinary course of business,
                    (D) is valued at the lower of cost or market, and (E) is not
                    subject to any extraordinary write-down or write-off.

POSITION SINCE 30 SEPTEMBER

3.3(a)    Since 30 September 1997 there has been no material adverse change in
          the business, condition (financial or otherwise), results of
          operations or prospects of any Group Company and no event, fact or
          matter has occurred which is reasonably likely to give rise to any
          such change.

(b)       Since 30 September 1997:

          (i)       the business of each Group Company has been carried on in
                    the ordinary and usual course consistent with past practices
                    and no Group Company has made or agreed to make any payment
                    other than routine payments in the ordinary and usual course
                    consistent with past practices;

          (ii)      no dividend or other distribution has been declared, paid or
                    made by any Group Company (except for during the period from
                    30 September 1997 to 30 December 1997 only, for any
                    dividends provided for in the Internal Monthly Financial
                    Statements of that Group Company);

          (iii)     no share or loan capital, options, warrants or other
                    securities has been allotted or issued or agreed to be
                    allotted or issued by any Group Company (other than to
                    another Group Company);

          (iv)      there has been no material change in the level of borrowing
                    or in the working capital requirements of any Group Company;

          (v)       there have been no material transactions between any Group
                    Company and any Seller or any officer or Board Member of any
                    Group Company;

          (vi)      no contract, liability or commitment (whether in respect of
                    capital expenditure or otherwise) has been entered into by
                    any Group Company which provides for a term of more than six
                    months or which involved or could involve an obligation of a
                    material nature or magnitude (a liability for expenditure in
                    excess of NLG 150,000 being included as "material" for this
                    purpose);

          (vii)     no Group Company has (whether in the ordinary and usual
                    course of business or otherwise) acquired or disposed of, or
                    agreed to acquire or dispose of, any business or any asset
                    having a value in excess of NLG 150,000;




                                       43
<PAGE>   47

          (viii)    no debtor has been released by any Group Company on terms
                    that it pays less than the book value of its debt and no
                    debt in excess of NLG 150,000 owing to any Group Company has
                    been deferred, subordinated or written off or has proved to
                    any extent irrecoverable;

          (ix)      no change has been made in terms of employment, including
                    pension fund commitments, by any Group Company (other than
                    those required by law) which could increase the total staff
                    costs of the Group by more than NLG 300,000 per annum or the
                    remuneration of any one director or employee by more than
                    NLG 50,000 per annum; (X) there has been no unusual increase
                    or decrease in the level of the stock and/or
                    work-in-progress of any Group Company;

          (xi)      there has been no material increase or decrease in the
                    levels of debtors or creditors or in the average collection
                    or payment periods for the debtors and creditors
                    respectively;

          (xii)     no Group Company has repaid any borrowing or indebtedness in
                    advance of its stated maturity;

          (xiii)    no resolution of the members of any Group Company has been
                    passed whether in general meeting or otherwise (other than
                    resolutions relating to the routine business of annual
                    general meetings); and

          (xiv)     the business of each Group Company has not been materially
                    affected by any abnormal factor not affecting to a similar
                    extent generally all companies carrying on similar
                    businesses in the Netherlands.

ACCOUNTING AND OTHER RECORDS

3.4(a)    The statutory books, books of account and other records of each Group
          Company:

          (i)       are up-to-date and have been maintained in accordance with
                    all applicable laws and generally accepted accounting
                    practices of the Netherlands on a proper and consistent
                    basis;

          (ii)      comprise complete and accurate records of all information
                    required to be recorded therein; and

          (iii)     are in its possession or under its control together with all
                    documents of title and executed copies of all existing
                    agreements to which the relevant Group Company is a party.

(b)       All accounts, documents and returns required by law to be delivered or
          made by any Group Company to the Commercial Register of the Chamber of
          Commerce or any other authority have been duly and correctly delivered
          or made.




                                       44
<PAGE>   48

ACCOUNTING REFERENCE DATE

3.5      The Accounts Date of each Group Company is, and during the last five
years always has been, the last day of the last month of the year specified in
Schedule 1 in respect of that Group Company.

PROJECTIONS

3.6      The financial projections for the Group for the financial year ending
on 31 December 1998, copies of which have been provided to the Purchaser and are
annexed to the Disclosure Letter, have been prepared in good faith and are based
on reasonable assumptions.

3.7      Neither Print Belgie Beheer B.V. nor Momm B.V. has any liabilities or
is subject to any obligations, whether conditional or unconditional, contingent
or vested.

DEBT POSITION

DEBTS OWED TO THE GROUP

4.1(a)    There are no debts owing to any Group Company other than:

          (i)       the intra-group indebtedness; and

          (ii)      other trade debts incurred in the ordinary and usual course
                    of business, consistent with past practices which do not
                    exceed NLG 600,000 in aggregate for the Group as a whole
                    (and none of which individually exceeds NLG 150,000).

(b)       The book debts shown in the Internal Monthly Financial Statements of
          each Group Company have realised, or will realise within a period of
          three (3) months, their nominal amount less any specific provision for
          bad or doubtful debts included in such accounts. The book debts
          incurred by each Group Company since the accounting date of the last
          Internal Monthly Financial Statements and which are outstanding as at
          the date of this Agreement will realise within three (3) months from
          such date not less than 95 per cent. of their nominal amount.

DEBTS OWED BY THE GROUP

4.2(a)    No Group Company has outstanding any borrowing or Indebtedness or
          Surviving Seller Indebtedness other than borrowings and Indebtedness
          or Surviving Seller Indebtedness the details of which as at the date
          hereof are set out in the Accounts.

(b)       No Group Company has received any notice to repay under any agreement
          relating to any borrowing or Indebtedness or Surviving Seller
          Indebtedness which is repayable on demand.

(c)       There has not occurred any event of default or any other event or
          circumstance which would entitle any person to call for early
          repayment under any agreement relating to any borrowing or
          Indebtedness or Surviving Seller Indebtedness of any Group Company or
          to enforce any security given by any Group Company (or, in either
          case, any event or circumstance which with the giving of notice and/or
          the lapse of time and/or a relevant determination would constitute
          such an event or circumstance).




                                       45
<PAGE>   49

(d)       except as set out in the Disclosure Letter, no Group Company has any
          liability or obligation to the Sellers, the Guarantors, any of their
          respective Affiliates or any Former Subsidiary.

REPAYMENT OF SELLER DEBT

4.3      No repayment of Seller Indebtedness or Surviving Seller Indebtedness
has been made or agreed to be made at or prior to Completion, other than
pursuant to this Agreement.

REGULATORY MATTERS

LICENCES

5.1(a)    Each Group Company has obtained all licences, permissions,
          authorisations and consents required for carrying on its business
          effectively in the places and in the manner in which such business is
          now carried on and a summary of all such licences, permissions,
          authorisations and consents is set out in the Disclosure Letter.

(b)       The licences, permissions, authorisations and consents referred to in
          paragraph (A) are in full force and effect, are not limited in
          duration or subject to any unusual or onerous conditions and have been
          complied with in all material respects.

(c)       To the best knowledge of the Sellers, there are no circumstances which
          indicate that any of the licences, permissions, authorisations or
          consents referred to in paragraph (A) will or are reasonably likely to
          be revoked or not renewed, in whole or in part, in the ordinary course
          of events (whether as a result of the acquisition of the Shares by the
          Purchaser or otherwise).

COMPLIANCE WITH LAWS

5.2(a)    Each Group Company and each of their corporate bodies has conducted
          its business and corporate affairs in accordance with its Articles of
          Association and in all material respects with all applicable laws and
          regulations (whether of the Netherlands or any other jurisdiction).

(b)       No Group Company is subject to any order, decree or judgment of any
          court or any governmental or regulatory authority (whether of the
          Netherlands or any other jurisdiction).

COMPETITION AND FAIR TRADING LAWS

5.3(a)    No Group Company is a party to (or is concerned in) any agreement,
          arrangement, concerted practice or course of conduct which (i)
          contravenes Dutch Competition Act ("Mededingingwet") or (ii) falls
          within Article 85 and/or Article 86 of the Treaty of Rome; or (iii)
          falls within Article 53 and/or Article 54 of the Agreement on the
          European Economic Area; or (iv) otherwise infringes the competition
          legislation or practice of any other jurisdiction.

(b)       No Group Company has received any process, notice or other
          communication (formal or informal) by or on behalf of Netherlands
          competition authorities, the Commission of the European Communities,
          the EFTA Surveillance Authority or any other authority having
          jurisdiction in competition matters in relation to any aspect of the
          business of any Group



                                       46
<PAGE>   50

          Company or any agreement, arrangement, concerted practice or course of
          conduct to which any Group Company is, or is alleged to be, a party.

(c)       No Group is involved in any practice or agreement as a result of which
          it is reasonably likely to receive any such process, notice or
          communication as is referred to in paragraph (b).

(d)       No Group Company is subject to any order or judgment given by any
          court or governmental or regulatory authority, or party to any
          undertaking or assurance given to any such court or authority, in
          relation to competition matters which is still in force.

(e)       The Group as a whole does not make sales into the United States in an
          amount exceeding US$20,000,000 per annum and does not have any assets
          in the United States whose value exceeds US$10,000,000.

THE GROUP'S ASSETS

OWNERSHIP

6.1(a)    For the purpose of this Warranty 6.1, ASSETS shall not include the
          Properties, to which the provisions of Part B of this Schedule shall
          apply.

(b)       Each of the assets included in the Internal Monthly Financial
          Statements of each Group Company or acquired by it since the last
          Internal Monthly Financial Statements (other than assets sold in the
          ordinary course of business) is the absolute property of that Group
          Company. Those assets are not the subject of any security interest or
          any assignment, equity, option, right of pre-emption, right of first
          refusal, royalty, factoring arrangement, leasing or hiring agreement,
          hire purchase agreement, conditional sale or credit sale agreement,
          agreement for payment on deferred terms or any similar agreement or
          arrangement (or any agreement or obligation, including a conditional
          obligation, to create or enter into any of the foregoing) except for:

          (i)       any hire or lease agreement in the ordinary course of
                    business involving expenditure of less than NLG 150,000 per
                    annum (where the aggregate expenditure of the Group under
                    all such agreements is less than NLG 600,000 per annum);

          (ii)      title retention provisions in respect of goods and materials
                    supplied to the Group in the ordinary course of business;
                    and

          (iii)     the security interests, if any, reflected in the Internal
                    Monthly Financial Statements and liens arising in the
                    ordinary course of business by operation of law.

POSSESSION AND THIRD PARTY FACILITIES

6.2(a)    All of the assets owned by each Group Company, or in respect of which
          any Group Company has a right of use, are in the possession or under
          the control of that Group Company.

(b)       Where any assets are used but not owned by any Group Company or any
          facilities or services are provided to any Group Company by any third
          party, there has not occurred




                                       47
<PAGE>   51

          any event of default or any other event or circumstance which may
          entitle any third party to terminate any agreement or licence in
          respect of the provision of such facilities or services (or any event
          or circumstance which with the giving of notice and/or the lapse of
          time and/or a relevant determination would constitute such an event or
          circumstance).

ADEQUACY OF ASSETS

6.3(a)    The assets of each Group Company and the facilities and services to
          which each Group Company has a contractual right include all material
          rights, properties, assets, facilities and services necessary for the
          carrying on of the business of that Group Company in the manner in
          which it is currently carried on.

(b)       No Group Company depends in any material respect upon the use of
          assets owned by, or facilities or services provided by, the Sellers,
          the Guarantors their respective Affiliates or any Former Subsidiary.

CONDITION

6.4       All the plant, machinery, equipment and vehicles used by each Group
          Company are in a good state of repair (ordinary wear and tear
          excepted) and have been regularly and properly maintained in
          accordance with appropriate technical specifications, safety
          regulations and the terms and conditions of any applicable agreement
          and are capable of being efficiently and properly used for the
          purposes for which they were acquired or are retained.

PLANT REGISTERS

6.5       The plant registers of each Group Company comprise a complete and
accurate record of all the plant, machinery, equipment and vehicles owned or
possessed by that Group Company.

INSURANCES

6.6(a)    There is set out in the Disclosure Letter a summary of the insurances
          maintained by or covering members of the Group. Such insurances are in
          full force and effect and, to the best knowledge of the Sellers, there
          are no circumstances which might lead to any liability under such
          insurance being avoided by the insurers or the premiums being
          increased and Completion will not have the effect of terminating, or
          entitling any insurer to terminate, cover under any such insurance.

(b)       All material claims under the insurances have been timely filed and
          there are no present circumstances giving rise to any further claim
          under any insurance.

PROPERTY TRANSFERS

6.7       Since 1 October, 1997, except as disclosed no transfer of any assets
has been made or agreed to be made between the Company and Seller (other than
the Company) or any affiliate thereof.




                                       48
<PAGE>   52

INTELLECTUAL PROPERTY RIGHTS

REGISTERED RIGHTS

7.1(a)    The Disclosure Letter contains true, complete and accurate lists of
          all Intellectual Property Rights registered or sought to be registered
          in any jurisdiction which are held or beneficially owned by each Group
          Company. The relevant Group Company is the sole legal holder of such
          Intellectual Property Rights.

(b)       No act has been done or omitted to be done and no event has occurred
          or is reasonably likely to occur which may render any of such
          Intellectual Property Rights subject to revocation, compulsory
          licence, cancellation or amendment or may prevent the grant or
          registration of a valid Intellectual Property Right pursuant to a
          pending application.

CHARGES

7.2       The Intellectual Property Rights which are owned or otherwise used by
a Group Company are not subject to any mortgage, charge, lien or other security
interest.

INFRINGEMENT

7.3(a)    None of the operations of the Group infringe, or are reasonably likely
          to infringe, any rights held by any third party or involve the
          unauthorised use of confidential information disclosed to any Group
          Company in circumstances which might entitle a third party to make a
          claim against a Group Company.

(b)       No claim has been made by any third party which alleges any infringing
          act or process which would fall within paragraph (A) above or which
          otherwise disputes the right of any Group Company to use any
          Intellectual Property Rights relating to its business and the Sellers
          are not aware of any circumstances (including any act or omission to
          act) reasonably likely to give rise to such a claim.

(c)       There exists no actual or threatened infringement by any third party
          of any Intellectual Property Rights held or used by a Group Company
          (including misuse of confidential information) or any event reasonably
          likely to constitute such an infringement nor has a Group Company
          acquiesced in the unauthorised use by any third party of any such
          Intellectual Property Rights.

EMPLOYEE CLAIMS

7.4       No claims have been made or threatened by employees or ex-employees
under any statutory inventor compensation provision, or like employee
compensation provision, in any jurisdiction.

INTELLECTUAL PROPERTY LICENCES

7.5(a)    Details of all licences granted to or by any Group Company in respect
          of Intellectual Property Rights are set out in the Disclosure Letter
          including details of any limit as to time or right of termination
          affecting the use of the Intellectual Property Rights.

(b)       No Group Company is in default under any licence, sub-licence or
          assignment granted to it in respect of any Intellectual Property
          Rights used by any Group Company.





                                       49
<PAGE>   53

LOSS OF RIGHTS

7.6       No Intellectual Property Rights owned or used by a Group Company and
no licence of Intellectual Property Rights of which a Group Company has the
benefit will be lost, or rendered liable to any right of termination or
cessation by any third party, by virtue of the acquisition by the Purchaser of
the Shares.

CONFIDENTIAL INFORMATION

7.7       Where information of a confidential nature has been developed or
acquired by any Group Company for the purposes of its business in the three (3)
year period prior to the date of this Agreement, such information (except
insofar as it has fallen into the public domain through no fault of a Group
Company) has been kept strictly confidential and has not been disclosed
otherwise than subject to an obligation of confidentiality being imposed on the
person to whom the information was disclosed or as required by law. The Sellers
are not aware of any breach of such confidentiality obligations by any third
party.

RECORDS AND SOFTWARE

7.8(a)    All the accounting records and systems (including but not limited to
          computerised accounting systems) of the Group are recorded, stored,
          maintained or operated or otherwise held by a Group Company and are
          not wholly or partly dependent on any facilities or systems which are
          not under the exclusive ownership or control of a Group Company.

(b)       Each Group Company is licensed to use all software reasonably
          necessary to enable it to continue to use its computerised records for
          the foreseeable future in the same manner in which they have been used
          prior to the date of this Agreement and does not share any user rights
          in respect of such software with any other person.

CONTRACTUAL MATTERS

MATERIAL CONTRACTS

8.1       The Disclosure Letter lists all agreements and arrangements of the
kinds described in this Warranty 8.1 to which any Group Company is a party.
Except as specified in the Disclosure Letter, there is not outstanding any
agreement or arrangement to which any Group Company is a party:

(a)       which, by virtue of the acquisition of the Shares by the Purchaser or
          other performance of the terms of this Agreement, will result in:

          (i)       any other party being relieved of any obligation or becoming
                    entitled to exercise any right (including any right of
                    termination or any right of pre-emption or other option); or

          (ii)      any Group Company being in default under any such agreement
                    or arrangement or losing any benefit, right or licence which
                    it currently enjoys or in a liability or obligation of any
                    Group Company being created, accelerated or increased;



                                       50
<PAGE>   54

(b)       which will result in any Group Company or Purchaser becoming liable
          for any finder's fee, brokerage or other commission in connection with
          the acquisition of the Shares by the Purchaser;

(c)       entered into otherwise than by way of a bargain at arm's length;

(d)       which requires (or confers any right to require) the allotment or
          issue of any shares, debentures or other securities (including options
          or warrants) of any Group Company now or at any time in the future;

(e)       which establishes any guarantee, indemnity, suretyship, form of
          comfort or support (whether or not legally binding) given by any Group
          Company in respect of the obligations or solvency of any third party;

(f)       pursuant to which any Group Company has sold or otherwise disposed of
          any company business or assets in circumstances such that it remains
          subject to any liability (whether contingent or otherwise) which is
          not fully provided for in its Internal Monthly Financial Statements;

(g)       which, upon completion by a Group Company of its work or the
          performance of its other obligations under it, is likely to result in
          a loss for that Group Company which is not fully provided for in its
          Internal Monthly Financial Statements;

(h)       which establishes any joint venture, consortium, partnership or profit
          (or loss) sharing agreement or arrangement to which any Group Company
          is a party;

(i)       which involves or is likely to involve (i) expenditure by any Group
          Company in excess of NLG 150,000 individually or NLG 600,000 in the
          aggregate or (ii) obligations or restrictions of any Group Company of
          an unusual or exceptional nature or magnitude and not in the ordinary
          and usual course of business consistent with past practices;

(j)       which establishes any material agency, distributorship, marketing,
          consulting, purchasing, manufacturing or licensing agreement or
          arrangement to which any Group Company is a party;

(k)       which is a currency and/or interest rate swap agreement, asset swap,
          future rate or forward rate agreement, interest cap, collar and/or
          floor agreement or other exchange or rate protection transaction or
          combination thereof or any option with respect to any such transaction
          or any other similar transaction to which any Group Company is a
          party;

(l)       which is a recognition, procedural or other agreement between any
          Group Company and any recognised independent trade union;

(m)       which is any other agreement or arrangement having or reasonably
          likely to have a material effect on the business, condition (financial
          or otherwise), results of operations or prospects of the Group;

(n)       which is entered into between any Group Company and any of the Sellers
          or Guarantors or their Affiliates of; or




                                       51
<PAGE>   55

(o)       which is a bid, tender, proposal or offer which, if accepted, would
          result in any Group Company becoming a party to any agreement or
          arrangement of a kind described in sub-paragraphs (A) to (N) above;
          and

DEFAULTS

8.2(a)    No Group Company is in material default under any agreement to which
          it is a party and, to the best of the knowledge of the Sellers, there
          are no circumstances likely to give rise to any such default.

(b)       To the best of the knowledge of the Sellers, no party with whom any
          Group Company has entered into any agreement or arrangement is in
          material default under such agreement or arrangement and there are no
          circumstances likely to give rise to any such default.

TRADING RELATIONSHIPS

8.3       During the twelve months preceding the date of this Agreement no
significant customer of or supplier to any Group Company has ceased to deal with
that Group Company or has indicated an intention to cease to deal with that
Group Company, either in whole or in part, and, to the best knowledge of the
Sellers, no such person is reasonably likely to cease to deal with that Group
Company or deal with that Group Company on a materially smaller scale (whether
as a result of the acquisition of the Shares by the Purchaser or other
performance of the terms of this Agreement or for any other reason).

PRINCIPAL SUPPLIERS AND CUSTOMERS

8.4       No supplier or customer (including any person connected in any way
with any such supplier or customer) accounted either for more than ten per cent.
of the aggregate value of all purchases or for more than ten per cent. of the
aggregate value of all sales of any Group Company for the period covered by the
Internal Monthly Financial Statements.

PRINCIPAL CUSTOMERS

8.5       The Sellers have supplied to the Purchaser lists of those customers
of the Purchaser who, during the 12 months ended 31 December 96 and the nine
months ended 30 September 97 respectively, comprised the ten largest customers
of the Company by sales value in each of those periods.

GRANTS

8.5       No Group Company has done or agreed to do anything as a result of
which, and the acquisition of the Shares by the Purchaser or other performance
of the terms of this Agreement is not likely to have the result that, either:

(a)       any investment or other grant or allowance paid to any Group Company
          is or will be liable to be refunded in whole or in part; or

(b)       any such grant or allowance for which application has been made by any
          Group Company will not be paid or will be reduced.




                                       52
<PAGE>   56

LITIGATION AND INVESTIGATIONS

LITIGATION

9.1(a)    Except as plaintiff in the collection of debts arising in the ordinary
          course of business (none of which exceeds NLG 50,000 and which do not
          exceed NLG 150,000 in aggregate), no Group Company is a plaintiff or
          defendant in or otherwise a party to any litigation, arbitration or
          administrative proceedings which are in progress or threatened or
          pending by or against or concerning any Group Company or any of its
          assets.

(b)       No governmental or official investigation or inquiry concerning any
          Group Company is in progress or pending.

(c)       The Sellers are not aware of any circumstances which are reasonably
          likely to give rise to any such proceeding, investigation or inquiry
          as is referred to in paragraph (a) or paragraph (b).

DEFECTIVE PRODUCTS

9.2       No Group Company has manufactured, sold or supplied any product or
service which is or was or is reasonably likely to become in any material
respect faulty, defective or dangerous (inherently or otherwise) or which does
not comply in any material respect with any warranties or representations
expressly or impliedly made by any Group Company or with all applicable laws,
regulations, standards and requirements in circumstances where the liability of
the relevant Group Company is not fully covered by product liability insurance
and will or is reasonably likely to exceed any provision or reserve for product
liability claims included in the Internal Monthly Financial Statements.

DIRECTORS AND EMPLOYEES

EMPLOYEES

10.1(a)   The Disclosure Letter sets out or refers to a complete and accurate
          list of managing directors and employees of each Group Company,
          including those non-active managing directors and employees receiving
          Disability Act ("Wet Arbeidsongeschiktheid") benefits, showing for
          each of them the date of birth, number of years of employment, and by
          reference to appropriate grades or categories, the remuneration
          payable and other principal benefits which the relevant Group Company
          is bound to provide. The basis of remuneration and other terms of
          employment are the same as those in force on the Last Accounting Date.

(b)       There are no consultancy or management services agreements with any of
          the Group Companies.

(c)       Except as provided for in the Internal Monthly Financial Statements,
          no managing director or employee has accrued any right to vacation
          time or compensation for vacation time that has not been consumed.

(d)       No collective labour agreements are applicable in any of the Group
          Companies.

(e)       No Group Company has entered into any arrangements regarding any
          future variation in any contract of employment in respect of any of
          its directors and employees or any




                                       53
<PAGE>   57

          agreement imposing an obligation on the Group Company to increase the
          basis and/or rates of remuneration and/or the provision of other
          benefits in kind to or on behalf of any of its directors or employees
          at any future date.

COMPLIANCE

10.2      Each Group Company has in relation to each of its employees (and so
far as relevant to each of its former employees) complied in all material
respects with all statutes, regulations, codes of conduct, collective
agreements, terms and conditions of employment, orders and awards relevant to
their conditions of service or to the relations between it and its employees (or
former employees, as the case may be) or any recognised trade union or Works
Council.

DISPUTES

10.3(a)   No dispute has arisen within the last five (5) years between any Group
          Company and a material number or category of its employees (or any
          trade union or other body representing all or any of such employees)
          and there are no present circumstances which are likely to give rise
          to any such dispute.

(b)       There are no enquiries or investigations affecting any Group Company
          pending or, to the best of the knowledge of the Sellers, threatened by
          the Labour Inspection Authorities ("I-SZW, Dienst voor Inspectie en
          Informatie").

(c)       Except as specified in the Disclosure Letter, no Group Company is
          involved in any labour dispute.

INCENTIVE AND SAVINGS SCHEMES

10.4      Except as specified in the Disclosure Letter, no Group Company has in
existence (or is proposing or committed to introduce) any share incentive
scheme, share option scheme or profit sharing, bonus, commission or other
incentive or savings scheme for all or any of its members of the Management
Board or employees. The Disclosure Letter accurately states all amounts payable
under any such scheme at the date hereof.

PAYMENTS ON TERMINATION

10.5      Except to the extent (if any) to which provision or allowance has
been made in the Internal Monthly Financial Statements of each Group Company:

(a)       no liability has been incurred by any Group Company for breach of any
          contract of employment or for services or redundancy payments,
          protective awards, compensation for wrongful dismissal or unfair
          dismissal or for failure to comply with any order for the
          reinstatement or re-engagement of any employee or for any other
          liability accruing from the termination of any contract of employment
          or for services, whether under the Dutch Civil Code or otherwise other
          than a payment by the Company to J.J.M Linssen in relation to pension
          back service obligations, not exceeding NLG135,000 in aggregate; and

(b)       no gratuitous payment has been made or benefit given (or promised to
          be made or given) by any Group Company in connection with the actual
          or proposed termination or suspension of employment, or variation of
          any contract of employment, of any present or former director or
          employee of any Group Company.





                                       54
<PAGE>   58

EFFECT OF SALE

10.6      To the best knowledge of the Sellers, no officer of any Group Company
intends to resign as a result of the acquisition of the Shares by the Purchaser
or other performance of the terms of this Agreement.

REDUNDANCY SCHEMES

10.7      Except as specified in the Disclosure Letter, no Group Company has in
existence (or is proposing or committed to introduce) redundancy scheme for all
or any of its members of the Management Board or employees. The Disclosure
Letter accurately states all amounts payable under any such scheme at the date
hereof.

INSOLVENCY ETC.

11.1      No Group Company is or has been involved in proceedings for its
winding-up, liquidation, moratorium or debt relief or for the appointment of a
receiver, administrator or liquidator, and no order or resolution has been made,
petition presented or meeting convened for the purpose of considering a
resolution to such effect. No petition has been presented for an administration
order to be made in relation to any Group Company, and no receiver (curator) or
administrative receiver (bewindvoerder) has been appointed in respect of the
whole or any part of any of the property, assets and/or undertaking of any Group
Company.

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

11.3      No distress, distraint, charging order, execution or other process
has been levied or applied for in respect of the whole or any part of any of the
property, assets and/or undertaking of any Group Company.

11.4      No Group Company has been party to a transaction pursuant to or as a
result of which an asset owned, purportedly owned or otherwise held by any Group
Company is liable to be transferred or retransferred to another person or which
gives or may give rise to any right of compensation or other payment in favour
of another person.

11.5      All charges in favour of any Group Company required to be registered
in accordance with the applicable legislation have been so registered or comply
with all necessary formalities as to registration or otherwise in any foreign
jurisdiction.

11.6      No events or circumstances analogous to any of those referred to in
Warranties 11.1 to 11.6 have occurred in any jurisdiction outside the
Netherlands.

11.7      To the best knowledge of the Sellers, no circumstances exist which are
likely to give rise to the occurrence of any events or circumstances described
in Warranties 11.1 to 11.6 if the Warranties were to be repeated at any time on
or before Completion.

12.       BREACH OF COVENANT

(a)       No Group Company is in breach of any covenant, restriction,
          stipulation or other obligation affecting any of the Properties, or
          the employment or health or safety of staff




                                       55
<PAGE>   59

          at, or conduct of the business of any Group Company upon, the
          Properties, nor has any breach been committed by any person in
          occupation of or deriving title under any Group Company to any of the
          Properties for which any Group Company may be actually or contingently
          liable.

(b)       There is no reason why any of such covenants, restrictions,
          stipulations and other obligations should not continue to be complied
          with.





                                       56
<PAGE>   60

                           PART B: PROPERTY WARRANTIES

1.        GENERAL

(a)       The Properties comprise all the land and buildings owned, occupied or
          used by any Group Company or in which any Group Company has any rights
          or interest.

2.        POSSESSION

(a)       Save as mentioned in the Disclosure Letter, there are no leases,
          underleases, tenancies or licences affecting any of the Properties nor
          is there any agreement to grant the same.

(b)       A Group Company is in possession of the whole of the Properties, none
          of which is vacant.

3.        TITLE

(a)       The Group has a good and marketable title to each of the Properties
          and all relevant deeds and documents are in its possession or under
          its control (except for those Properties subject to the mortgages or
          charges referred to in the Disclosure Letter, in which case they are
          held by the first mortgagees or chargees therein mentioned).

4.        ADVERSE INTERESTS

The Properties are free from any:

(a)       security interest, option, right of pre-emption or matter registrable
          or registered as a local land charge;

(b)       material exception, reservation, right, privilege, covenant,
          restriction or encumbrance (including any arising under statute or any
          statutory power);

(c)       right of occupation or enjoyment by any third party or the public, nor
          is any such right being acquired;

and there is no agreement to create any of the foregoing.

5.        EASEMENTS ETC.

(a)       The Properties have the benefit of all rights of way and for drainage
          and the supply of services required for their present use and for any
          use for which they have been valued in the Last Accounts.

(b)       All such rights and all rights of light, air and support are
          unconditional and perpetual and are enjoyed as of right.

6.        OUTGOINGS

The Properties are not subject to the payment of any outgoings other than the
usual rates and taxes and, in the case of leaseholds, rent.



                                     57
<PAGE>   61

7.        FIXTURES AND FITTINGS

All fixtures, fittings, plant and equipment at the Properties are the absolute
property of the Group free from any encumbrance or security interest.

8.        DISPUTES

There are no current, contingent or, to the best knowledge of the Sellers,
anticipated notices, actions, disputes, complaints, liabilities, claims or
demands relating to or in respect of the Properties or their use, nor, to the
best knowledge of the Sellers, are there any circumstances rendering any of the
foregoing reasonably likely.

9.        PLANNING MATTERS

(a)       The Properties and all uses of and developments on the Properties
          comply in all material respects with all town and country planning
          legislation and any legislation intended to control or regulate the
          construction, demolition, alternation or use of land or buildings or
          to preserve or protect the national heritage and any orders,
          regulations, consents or permissions made or granted under any of the
          same ("PLANNING LEGISLATION").

(b)       No planning permission in respect of any of the Properties is for a
          limited period or personal, and there are no other unusual or onerous
          planning conditions.

(c)       All amounts required to be paid by each Group Company to the
          Municipality of Echt other than disputed amounts not exceeding 10,000
          NLG in aggregate have been paid in full.

10.       COSTS

No Group Company is for any reason anticipating the expenditure of any material
sum of money in respect of any of the Properties.

11.       COMPULSORY ACQUISITION

There is no resolution or proposal for the compulsory acquisition of the
Properties or any means of access thereto or egress therefrom.

12.       BREACH OF COVENANT

No Group Company is in material breach of any covenant, restriction, stipulation
or other obligation affecting any of the Properties, or the employment or health
or safety of staff at, or conduct of the business of any Group Company upon, the
Properties.

13.       CONTINGENT LIABILITIES

No Group Company is actually or contingently liable as an original contracting
party to, or as guarantor of any party to, or otherwise contractually liable in
respect of, any lease or leasehold property or licence connected therewith other
than the leases of the Properties referred to in the Disclosure Letter.




                                       58
<PAGE>   62

14.       STATE OF PROPERTIES

The buildings and other structures on the Properties are in good and substantial
repair and fit for the purposes for which they are presently used.

15.       LEASEHOLD PROPERTIES

15.1      In relation to such of the Properties as are leasehold:-

          (a)       all material covenants, conditions and agreements contained
                    in the relevant leases, on the part of the landlord and the
                    tenant, have been complied with;

          (b)       there has been no complaint alleging any breach or any
                    refusal to accept rent;

          (c)       none of the leases, other than leases at a full rack rent,
                    contains any provision for forfeiture on insolvency or
                    liquidation or any prohibition against or requirement to
                    obtain landlord's consent for charging or assignment;

          (d)       none of the leases requires the tenant to offer to surrender
                    the same before or as a pre-condition of an assignment or
                    under-letting or contains requirements to be satisfied on a
                    change of ownership of the share capital or control of the
                    tenant;

          (e)       the title of the landlord to grant the relevant lease and
                    all superior titles have been investigated on behalf of the
                    Group and found to be satisfactory, and any consents
                    required for the granting of the lease were duly obtained.

15.2      In respect of such of the Properties as are let or occupied otherwise
          than by the Group:-

          (a)       the tenants or other occupants have complied in all material
                    respects with the terms of their occupancy and no Group
                    Company has had any cause to complain of breach;

          (b)       no tenant or other person in occupation has commuted any
                    rent or other payment or made any improvements which could
                    give rise to a claim for compensation or which will be
                    disregarded on a rent review or on fixing a new rent on a
                    renewal of the tenancy;

          (c)       all necessary consents have been duly obtained and
                    registrations made with the landlord and any superior
                    landlords;

          (d)       no surety has been released, expressly or by implication;

          (e)       no collateral assurances, side letters, undertakings or
                    concessions have been made or given by or to any party to
                    any such lease, tenancy, licence or agreement;

          (f)       there are no provisions which entitle the tenant or licensee
                    to compensation on quitting.




                                       59
<PAGE>   63

                           PART C: PENSION WARRANTIES

1.        Except under the Pension Scheme, no Group Company is or has been a
party to any occupational pension scheme or any scheme, agreement, arrangement
or understanding (whether contractual or otherwise) for the provision or funding
of any relevant benefits for any past or present officer or employee, or for any
dependant of any such person, under or in connection with which the Company has
or may have any liability (actual or contingent, present or future).

2.        MPS B.V. is the principal employer for the purposes of the Pension
Scheme.

3.        MPS B.V. is a  participating employer in the Pension Scheme and there
are no, and never have been any, participating employers in the Pension Scheme
other than MPS B.V..

4.        No Group Company has any liability (including any liability connected
with the making of transfer payments by the Pension Scheme) to any person who is
not a member of the Pension Scheme in respect of or connected with the
membership or former membership or future membership of the Pension Scheme of
any person.

5.        Except as may be disclosed in the Disclosure Letter:

(a)       no agreements, undertakings or assurances have been given to all or
          any of the past, present or future officers or employees of any Group
          Company or any other person as to the continuance, introduction,
          increase or improvement of any retirement, death or disability
          benefits (whether or not there is any legal obligation to do so); and

(b)       no power or discretion has been exercised under the Pension Scheme to
          augment benefits or to provide in respect of any past or present
          officer or employee of any Group Company or beneficiary of the Pension
          Scheme a benefit which would not otherwise have been augmented or
          provided under the Pension Scheme in respect of such officer, employee
          or beneficiary.

6.        The benefits referred to in all booklets published and announcements
made to employees concerning the Pension Scheme have been incorporated in the
terms of the deeds governing the Pension Scheme and are contained in the
Disclosure Letter. There is nothing in any booklet or announcement issued or
made available generally which is inconsistent with, or constitutes, envisages
or requires an augmentation under the terms of, the deeds governing the Pension
Scheme.

7.        The records and books of the Pension Scheme are under the control of
MPS B.V. and the trustees of the Pension Scheme, are complete and up to date and
have been maintained in accordance with best practice.

8.        All benefits (other than a refund of contributions with interest where
appropriate) payable under the Pension Scheme on the death of a member or
beneficiary while in an employment to which the Pension Scheme relates or during
a period of sickness or disability of a member or beneficiary are fully insured
under a policy effected in the name of the trustees of the Pension Scheme with
an insurance company of good repute and each member and beneficiary has been
covered for such insurance by such insurance company at its normal rates and on
its normal terms for persons in good health; neither the trustees of the Pension
Scheme nor any other person



                                       60
<PAGE>   64

has done or omitted to do anything which has or might render any such policies
of insurance void or voidable.

9.        As at the close of business on the date (the "Valuation Date") on
which this warranty is given or deemed to be given, the aggregate value of the
assets of the Pension Scheme are greater than the aggregate value of the
liabilities (whether immediate, prospective or contingent) of the Pension Scheme
calculated by reference to the actuarial bases and assumptions used in the
latest actuarial valuation disclosed to the Purchaser:

(a)       when calculating the value of the assets of the Pension Scheme no
          account shall be taken of any contributions payable to the Pension
          Scheme after the Valuation Date or of any liabilities of the Vendor or
          any of the Group Companies to the Pension Scheme or its trustees;

(b)       when calculating the liability for any benefits no account shall be
          taken of benefits in respect of pensionable service after the
          Valuation Date but allowance shall be made for projected future
          increases in earnings up to normal retirement date under the Pension
          Scheme or earlier cessation of pensionable service and increases
          (whether payable pursuant to a legal obligation or not) to pensions in
          payment or in deferment;

(c)       the Normal Retirement Date under the Pension Scheme shall be deemed to
          be age 60, 62 or 65 for both males and females; and

(d)       any improvements to the benefits under the Pension Scheme which have
          been promised or announced or are otherwise proposed shall be deemed
          to have been duly effected under the Pension Scheme and to have come
          into force before the date of this Agreement.

10.       All information which has been made available to the Purchaser or its
agents or advisers before the date of this Agreement concerning the Pension
Scheme is true, complete and fairly presented.

11.(a)    No employee or former employee of the Company has been excluded from,
          or has had benefits limited under, the Pension Scheme whether directly
          or indirectly on grounds of sex or because of part-time employment;
          and

(b)       the Pension Scheme has, at all time, complied with the requirements of
          Article 119 of the Treaty of Rome.


                                       61
<PAGE>   65

                                   SCHEDULE 4

                             EXCLUDED CAPITAL LEASES



o         Agreement between MPS B.V. and Schmoll Maschinen GmbH to obtain
          drilling machinery.

o         Agreement between MPS B.V. and Atotech for a panelplater machine
          (November 1996)

o         Agreement between MPS B.V. and ATG for a "Leiterplattenster" machine
          (August 1997)

o         Agreement between MPS B.V. and Orbotech S.A. for an automatel optical
          inoperation system (July 1997)





                                       62
<PAGE>   66

                                   SCHEDULE 5

                      WARRANTIES NOT SUBJECT TO DISCLOSURE




Part A                2.1 (d), (e), (f) and (i)

                      2.3

                      2.4

                      3.3 (b)(i), (ii), (iii), (v), (vii) and (ix)

                      4.2 (d)

                      6.3

                      8.1 (a), (b) and (n)





                                       63
<PAGE>   67

SIGNED by                            )
for and on behalf of                 )
MOMMERS BELEGGINGEN ECHT B.V.        )



SIGNED by                            )
for and on behalf of                 )
K.MOMMERS BEHEER B.V.                )



SIGNED by                            )
for and on behalf of                 )
BEHEERMAATSCHAPPIJ                   )
MOMMERS PRINT SERVICE HOLDING N.V.   )


SIGNED by                            )
for and on behalf of                 )
VIASYSTEMS GROUP B.V.                )


SIGNED by                            )
for and on behalf of                 )
VIASYSTEMS GROUP LIMITED             )


SIGNED by                            )      Approved for the purposes of
KAREL JOSEPH MARIE MOMMERS           )      Article 1:88 of the Dutch civil
in the presence of:                  )      code by the spouse of Karel Joseph
                                            Marie Mommers

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

Witness name:

Witness occupation:

Witness address:

Witness signature: ...................


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

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

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

(Guarantee confirmation)




                                       64
<PAGE>   68

SIGNED by                            )    Approved for the purposes of
PETRONELLA ELIZABETH JOSEPHINA       )    Article 1:88 of the Dutch civil
MOMMERS - LINSENN                    )    code by the spouse of Petronella
in the presence of:                  )    Elizabeth Josephina Mommers-Linsenn

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

Witness name:

Witness occupation:

Witness address:

Witness signature: ...................


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

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

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

(Guarantee confirmation)




                                       65