THIS AGREEMENT is made on March 9, 2000

PARTIES

(1)  THE PERSONS whose names and addresses are set out in Schedule 1

(2)  VIZACOM, INC. A Delaware corporation of Glenpointe Center East, 300 Frank
W Burr Boulevard, Teaneck, NJ 07666

1.   INTERPRETATION

     In this Agreement :-

     1.1  the  following   expressions   have  the  following   meanings  unless
inconsistent with the context :-

          Expression                    Meaning
          ----------                    -------

          "the Accounts"                the audited accounts of the Company for
                                        the financial period which ended on the
                                        Accounting Date,  comprising a balance
                                        sheet, a  profit   and  loss   account,
                                        notes  and directors and auditors'
                                        reports

          "the Accounting Date"         31 December 1999

          "the Act"                     the Companies Act 1985

          "Business Day"                any day (other than Saturday or Sunday)
                                        on which clearing banks in London are
                                        open for a full range of banking
                                        transactions

          "the Company"                 Junction 15 Limited, registered number
                                        3113286

          "Completion"                  completion of the sale and purchase in
                                        accordance with clause 6

          "the Consideration"           the consideration for the sale of the
                                        Shares as stated in clause 3.1

          "the Consideration Shares"    681,818 shares at $3.300 per share of
                                        the common stock of the Purchaser with a
                                        par value of US $0.001 per share

<PAGE>

          "the Disclosure Letter"       the letter having the same date as this
                                        Agreement from the Vendors' Solicitors
                                        to the Purchasers' Solicitors qualifying
                                        the Warranties

          "the Employment Agreements"   the agreements in the agreed terms to be
                                        entered into between the Company and
                                        each of the Managers

          "the Lock-Up Agreement"       the agreement in the agreed terms
                                        between the Vendors and Purchaser
                                        governing the sale of the Consideration
                                        Shares

          "the Managers"                Ian McCalla and Paul Simpson

          "NASDAQ"                      The NASDAQ Stock Market, Inc.

          "the  Property"               the  property specified  in  Schedule 3
                                        (and,  if more than one,  each such
                                        property) and each and every part of
                                        such property

          "the Purchaser"               Vizacom, Inc., and its successors and
                                        assigns

          "the Purchaser's Solicitors"  Eking Manning of 44 The Ropewalk,
                                        Nottingham, NG1 5EL

          "the Registration Rights
          Agreement"                    the agreement in the agreed terms
                                        between the Purchaser and the Vendors
                                        governing the registration rights in
                                        respect of the Consideration Shares

          "the Shares"                  all the issued shares in the capital of
                                        the Company

          "the Trustees"                Court Services Limited being the
                                        trustees of the McCalla Settlement

          "the Vendors"                 those persons whose names and addresses
                                        are set out in Schedule 1  together
                                        (where appropriate) with their
                                        respective successors, assigns and
                                        personal representatives (and "Vendor"
                                        shall be construed accordingly)

                                      -2-
<PAGE>

          "the Vendors' Solicitors"     Finers Stephens Innocent of 179 Great
                                        Portland Street, London, W1N 6LS

          "the Warranties"              the warranties, representations and
                                        undertakings set out or referred to in
                                        clause 4, Schedule 4 and Part III of
                                        Schedule 5

          "the Warrantors"              the Managers and the Trustees

     1.2  reference  to any statute or  statutory  provisions  will,  unless the
context otherwise requires,  be construed as including references to any earlier
statute or the corresponding provisions of any earlier statute, whether repealed
or not, directly or indirectly  amended,  consolidated,  extended or replaced by
such  statute  or  provisions,  or  re-enacted  in such  provisions,  and to any
subsequent  statute or the  corresponding  provisions of any subsequent  statute
directly  or  indirectly  amending,   consolidating,   extending,  replacing  or
re-enacting the same, and will include any orders,  regulations,  instruments or
other  subordinate  legislation  made under the  relevant  statute or  statutory
provisions which are in force prior to Completion

     1.3  references  to  persons  will be  construed  so as to  include  bodies
corporate, unincorporated associations and partnerships

     1.4  references to a document being "in the agreed terms" will be construed
as references to that document in the form agreed and initialled by or on behalf
of the Vendors and the Purchaser

     1.5 all covenants, agreements, undertakings,  indemnities,  representations
and  warranties  on the part of two or more  persons  are  given or made by such
persons jointly and severally

     1.6  references to clauses and Schedules are to clauses of and Schedules to
this  Agreement,  and references to paragraphs are to paragraphs in the Schedule
in which such references appear, and

     1.7 the Schedules  form part of this Agreement and will have the same force
and effect as if expressly set out in the body of this Agreement

2.   SALE AND PURCHASE

     2.1 Each of the Vendors will sell,  and the Purchaser  will buy, the number
of the Shares specified opposite that Vendor's name in Schedule 1

     2.2 Each of the Shares  will be sold and bought  with full title  guarantee
free from any claim, charge, lien, encumbrance, equity or third party right, and
with all rights attached or accruing to it including all rights to any dividends
or other  distributions  declared,  made or paid  after  the  execution  of this
Agreement

                                      -3-

<PAGE>

     2.3 Each of the Vendors  waives all rights of  pre-emption  over any of the
Shares conferred by the articles of association of the Company or otherwise

     2.4 The  Purchaser  will not be obliged to complete  the purchase of any of
the Shares unless the purchase of all the Shares is completed simultaneously

3.   CONSIDERATION

     3.1 The  consideration for the sale by the Vendor of the Shares shall be US
$2,500,000 to be satisfied as follows:-

          3.1.1 as to US $250,000 (two hundred and fifty thousand dollars) to be
satisfied by the payment of 156,250 in cash at Completion

          3.1.2 as to US $2,250,000  (two million two hundred and fifty thousand
dollars) by the allotment and issue to the Vendors of the  Consideration  Shares
credited as fully paid and each of the Vendors who would  otherwise  be entitled
to a fraction of a Consideration  Share (after aggregating all fractional shares
of the  Consideration  Shares to be received by such Vendor)  shall receive from
the Purchaser an amount of cash (rounded to the nearest whole cent) equal to the
product of (i) such fraction multiplied by (ii) $3.30

     3.2 Each of the  Vendors  will be entitled to receive the sum and number of
Consideration Shares specified opposite that Vendor 's name in Schedule 1

     3.3 The  Consideration  payable  under clause 3.1.1 will be paid in cash on
Completion by way of a CHAPS transfer from a Clearing Bank to the client account
of the Vendors' Solicitors with Royal Bank of Scotland, London Belgravia Branch,
24  Grosvenor  Place,  London,  SW1X 7HP,  sort code  16-00-16,  account  number
10010004 or by such other method as may be agreed between the parties.

     3.4 The Vendors'  Solicitors  are  authorised to receive the  Consideration
payable  under clause 3.1.1 on behalf of the Vendors and payment to them will be
a good and  sufficient  discharge to the Purchaser and the Purchaser will not be
further concerned as to the application of the moneys so paid

4.   WARRANTIES

     4.1  The Warrantors severally:-

          4.1.1  warrant,  represent and undertake to the Purchaser in the terms
of the Warranties,  provided  however that the Purchaser will not be entitled to
claim that any fact or combination  of facts  constitutes a breach of any of the
Warranties if and to the extent that such fact

                                      -4-
<PAGE>

or  combination of facts has been fully and fairly disclosed in the Disclosure
Letter and any matter  specifically identified in the Accounts;

          4.1.2 agree that the  Purchaser  is entering  into this  Agreement  in
reliance  on each of the  Warranties  and agree that save as  provided in clause
4.1.1  no  information   of  which  the  Purchaser  has  knowledge   (actual  or
constructive)  will  prejudice any claim made by the Purchaser in respect of the
Warranties  or will operate to reduce any amount  recoverable  in respect of any
breach of any of the Warranties;

          4.1.3 will  indemnify the Purchaser  against any  reasonable  costs or
expenses (including reasonable legal costs) which it may incur, either before or
after the commencement of any action,  directly or indirectly as a result of any
breach of any of the Warranties;

          4.1.4  undertake to disclose  immediately  to the  Purchaser  anything
which  comes to the  notice of any of them which is or may be a breach of any of
the Warranties; and

          4.1.5 undertake that, in the event of any claim being made against any
of them whether under the Warranties or otherwise in connection with the sale of
the Shares to the  Purchaser,  they will not make any claim against the Company,
or against any director, officer or employee of the Company, on which or on whom
any of them may have  relied for advice or  information  before  agreeing to any
term of this  Agreement or authorising  any statement in the Disclosure  letter,
but so that this  undertaking  will not preclude  any  Warrantor  from  claiming
against any other  Warrantor  under any right of  contribution  or  indemnity to
which such Warrantor may be entitled

     4.2 In the event of any claim being made against the  Warrantors  under the
Warranties or the Tax Covenant  ("Relevant Claim") the Warrantors may each elect
(by giving notice to the Purchaser  within 3 months of the Relevant  Claim being
notified to the Warrantors  pursuant to clause 4.5.3.1 or under the Tax Covenant
as the case may be) to satisfy their  liability in respect of the Relevant Claim
by delivery to the  Purchaser  of a  promissory  note in the agreed  terms ("the
Note") in which event the following provisions shall apply:-

          4.2.1 The restrictions in the Lock Up Agreement on such  Consideration
Shares  shall be lifted with respect to such number of  Consideration  Shares as
shall have the market value equal to 110% of the value of the Warranty Claim

          4.2.2  The  principal  amount  of the Note  shall be the  value of the
Relevant  Claim and the Note  shall not carry  interest  (at the rate  otherwise
provided for in clause 11 below) unless or until such time as the  Consideration
Shares  referred to in clause  4.2.1 above are  registered  for resale under the
Securities Act of 1933

          4.2.3 The  relevant  Warrantor(s)  shall do execute  and carry out all
acts  documents  and things in the power  necessary  or desirable to satisfy the
Note and in the event  that they fail to do so within 7 days of notice  given by
the  Purchaser,  the  Purchaser  shall be entitled as attorney  for

                                      -5-
<PAGE>

the relevant Warrantor(s) to do execute or carry out the relevant matter on
their behalf  (including  without  limitation  execution of any transfer or sale
document in respect of the Consideration Shares).

          4.3 Each of the  Warranties  will be construed as a separate  Warranty
and will not be limited or restricted by reference  to, or inference  from,  the
terms of any other Warranty or any other term of this Agreement, provided that a
disclosure against one warranty shall be deemed to apply to all the Warranties

     4.4 In this  Agreement,  unless  otherwise  specified,  where any  Warranty
refers to the knowledge,  information, belief or awareness of the Warrantors (or
similar  expression),  each  Warrantor  will be deemed  to have such  knowledge,
information,  belief or awareness as such Warrantor would have obtained had such
Warrantor  made all due and careful  enquiries  into the subject  matter of that
Warranty and the knowledge,  information, belief and awareness of any one of the
Warrantors shall be imputed to the remaining Warrantors

     4.5 In this clause 4.5 and clause 4.6  "claim"  means any claim which would
(disregarding  the  provisions  of this  clause  4.5) be  capable  of being made
against  the  Warrantors  (or  any  of  them)  for  breach  of  the  Warranties.
Notwithstanding  the foregoing  provisions of clause 4 and subject to clauses 11
and 12 below :-

          4.5.1 the  aggregate  liability  of the  Warrantors  in respect of all
claims  will be  limited  to US $  250,000  plus the  lower of the  value of the
Consideration  Shares on Completion  (such value being the average closing price
quoted by NASDAQ  over the 20  Business  Days  prior to such  date) and the fair
market value of the  Consideration  Shares on the first day that the  Warrantors
are lawfully and contractually able to sell the same having regard to the effect
that such sale will have on the market price for the Consideration Shares

          4.5.2 that part of the cash  consideration of $250,000  referred to in
clause  3.1.1  received by him plus the lower of the value of the  Consideration
Shares  received by him on  Completion  (determined  in  accordance  with clause
4.5.1)  and  the  fair  market  value  of such  Consideration  Shares  again  as
determined in accordance with clause 4.5.1;

          4.5.3  subject to the  provisions  of clause 4.5.2 above the aggregate
liability of the Trustees under the Warranties shall be limited to the net value
from  time to time of the  assets of the trust  subject  to which  they now hold
those of the Shares registered in their names, such value to be as at the date a
claim is made by the Purchaser under the Warranties, after deduction of sums due
to the Inland Revenue and costs and fees properly chargeable against the capital
of the said trust,  and the Trustee  hereby  undertakes  with the Purchaser that
they will not  distribute  any of the assets of the said  trust,  other than for
payment of such sums,  costs and fees,  whilst a claim under the  Warranties  is
outstanding  or prior to the  expiration  of any time  limit for the making of a
claim unless:

                                      -6-

<PAGE>

               4.5.3.1 an  undertaking  in favour of the  Purchaser  is obtained
from a beneficiary, in a form reasonably satisfactory to the Purchaser,  whereby
the  beneficiary   accepts   liability  to  the  extent  of  the  value  of  the
distribution; and

               4.5.3.2  the  distribution   would  not  be  prejudicial  to  the
Purchaser's rights and ability to recover the amount of any claim.


          4.5.4 the Warrantors will be under no liability to make any payment in
respect of any claim  unless the amount of the claim  exceeds  US$5,000  and the
amount of their  liability  in respect of such  claim is (when  aggregated  with
their liability in respect of any other claim or claims made by the Purchaser or
which  would  have been made but for the  provisions  of this  clause  4.5.2) in
excess of US $20,000,  in which event the Warrantors  will (subject to the other
provisions of this clause 4.5) be liable for the whole amount of such  liability
and not merely for the excess;

          4.5.5    the Warrantors will be under no liability to make any payment
in respect of any claim unless :-

               4.5.5.1  written  particulars of the claim (giving details of the
specific  matter  in  respect  of which  such  claim is made)  are  given to the
Warrantors; and

               4.5.5.2 such particulars are given within a period of seven years
from the date of this  Agreement  or (in the case only of any claim not relating
to  Taxation  (as  defined  in  Schedule  5)) 18  months  from  the date of this
Agreement; and

          4.5.6  The Warrantors will have no liability in respect of any claim:-

               4.5.6.1 to the  extent  that it relates to any loss for which the
Purchaser or the Company is indemnified by insurance; or

               4.5.6.2   to  the  extent  that it relates to any matter provided
for, or included as a liability or disclosed, in  the  Accounts  (as  defined in
Schedule 4) of the Company

     4.6 Notwithstanding  any other provision of this Agreement,  the provisions
of clause 4.5 or clause 4.8 shall not apply to exclude or limit the liability of
the  Warrantors  to the  extent  that any claim  arises by reason of any  fraud,
dishonesty, or wilful misstatement or omission by or on behalf of the Warrantors
or any of them

     4.7 The Purchaser shall take such reasonable steps and give such reasonable
assistance  to avoid or mitigate  any losses  which in the absence of such steps
might give rise to a  liability  in respect  of any claim  under this  Agreement
other than any claim under the Tax Covenant.

                                      -7-

<PAGE>

     4.8 The  Purchaser  acknowledges  to the Vendors that it has  purchased the
shares  on the  basis  of the  Warranties  and  not on the  basis  of any  other
representation whether oral or in writing by the Vendors or Warrantors

     4.9 The Trustees  hereby covenant with the Purchaser that if they or any of
them retire or are  discharged  from any of the Trusts subject to which they now
hold the  Shares,  they will  procure  that their  successors  as trustee of the
Trusts enter into a deed of novation with the Purchaser by which the new trustee
accepts the  liability of the  retiring  Trustee on the same terms as set out in
this clause 11 and  thereupon  the retiring  Trustee  shall be  discharged  from
liability under the Warranties

     4.10 Any  payment  made to the  Purchaser  under  the  Warranties  shall be
treated as a reduction of the Consideration.

5.   TAX COVENANT

     With effect from Completion the Warrantors covenant to the Purchaser as set
out in Part II of  Schedule  5 and the  parties  agree to give  effect  to those
provisions

6.   WARRANTIES AND REPRESENTATION OF THE PURCHASER

     The Purchaser  represents  and warrants to each Vendor as follows except to
the extent  disclosed  in the  Purchaser's  filings with the US  Securities  and
Exchange Commission:-

     6.1 The Purchaser is a corporation  duly  incorporated and validly existing
under  the  laws of the  State of  Delaware  and has full  corporate  power  and
authority to carry on its business as it is now being  conducted.  The Purchaser
has prior to the execution of this  Agreement  delivered to the Vendors true and
complete copies of the certificate of incorporation and by-laws of the Purchaser
as in effect on the date hereof.

     6.2 The  authorised  common  stock  of the  Purchaser  consists  solely  of
60,000,000  (sixty million) shares of Stock, par value $0.001 per share of which
approximately  7,900,000  shares are  outstanding as at 29 February 2000. All of
the  Purchaser's  issued  and  outstanding  shares  of  capital  stock  are duly
authorised, validly issued, outstanding, fully paid and nonassessable.

     6.3 The execution  and delivery by the Purchaser of this  Agreement and any
other document to which it is a party,  and the  performance by the Purchaser of
its obligations hereunder and thereunder,  have been duly and validly authorised
by the Board of Directors of the  Purchaser.  This  Agreement  has been duly and
validly  executed and delivered by the Purchaser and  constitutes,  and upon the
execution and delivery by the Purchaser of any other  agreement to which it is a
party,  such  other  Agreement  will  constitute,   legal,   valid  and  binding
obligations  of the  Purchaser  enforceable  against the Purchaser in accordance
with their terms.

                                      -8-
<PAGE>

     6.4 The  execution  and delivery by the  Purchaser of this  Agreement,  the
execution and delivery by the  Purchaser of any other  agreements to be executed
by it pursuant to or in connection with this  Agreement,  the performance by the
Purchaser of its obligations  under this Agreement and such other  agreements do
not:-

          (a)  conflict  with or result in a  violation  or breach of any of the
terms,  conditions or provisions of the certificate of incorporation and by-laws
of the Purchaser;

          (b)  conflict  with or result in a violation  or breach of any term or
provision of any law or order  applicable  to the Purchaser or any of its assets
and properties; or

          (c)  (i)  conflict with or result in a violation or breach of;

               (ii) constitute (with or without notice or lapse of time or both)
a default under;

               (iii)  require the  Purchaser to obtain any consent,  approval or
action of,  make any filing with or give any notice to any person as a result or
under the terms of; or

                      any contract to which the Purchaser is a party;

          (d) result in the creation or imposition of any  encumbrance  upon the
Purchaser or any of is assets or properties.

     6.5 So far as the  Purchaser is aware,  no consent,  approval or action of,
filing with or notice to any  Government or Regulatory  Authority on the part of
the  Purchaser  is  required  in  connection  with the  execution,  delivery  or
performance   of  this  Agreement  or  the   performance  of  the   transactions
contemplated hereby or thereby.

     6.6 There are no actions or proceedings pending or, so far as the Purchaser
is aware,  threatened against,  relating to or affecting the Purchaser or any of
its assets and  properties  which could  reasonably be expected to result in the
issuance of an order restraining,  enjoining or otherwise  prohibiting or making
illegal  the  performance  of any  of  the  transactions  contemplated  by  this
Agreement or any other agreement executed pursuant to this Agreement.

     6.7 The  Purchaser  is in  material  compliance  with all  laws and  orders
applicable to it and its properties  and assets.  The Purchaser has not received
any notification  that it is in violation of any such laws or orders and no such
violation exists that would have a material adverse effect on the Purchaser.

                                      -9-
<PAGE>

7.   RESTRICTIVE COVENANTS

     7.1 For the purpose of assuring to the  Purchaser  the full  benefit of the
Company and in consideration for the Purchaser agreeing to buy the Shares on the
terms of this Agreement,  each of the Managers  undertakes to the Purchaser that
such Manager will not for a period  (except in the case of clause  7.1.7) of one
year following  termination  (for whatever  reason) of the Employment  Agreement
with such Manager ("the Restricted  Period"),  without the prior written consent
of the  Purchaser,  whether  directly  or  indirectly  and  whether  alone or in
conjunction  with,  or on behalf of, any other person and whether as  principal,
shareholder, director, employee, agent, consultant, partner or otherwise (except
in the case of the Managers in the course of their  duties for the  Purchaser or
the Company pursuant to the Employment Agreements):-

          7.1.1 for the Restricted Period canvass, solicit or approach, or cause
to be canvassed,  solicited or approached, for orders any person who at any time
during  the  twelve  months  immediately  preceding the date of Completion is or
was:-

               7.1.1.1   negotiating  with any the Company for the supply by the
Company of goods or services; or

               7.1.1.2   a client or customer of the Company; or

               7.1.1.3   in the habit of dealing with the Company,

               where  the  orders  relate  to goods  and/or  services  which are
competitive  with or of the type  supplied by the Company at any time during the
twelve months immediately preceding the date of Completion;

          7.1.2 for the  Restricted  Period deal or contract with any person who
at any  time  during  the  twelve  months  immediately  preceding  the  date  of
Completion is or was:-

               7.1.2.1   negotiating  with  the  Company  for  the supply by the
Company of goods or services; or

               7.1.2.2   a client or customer of the Company; or

               7.1.2.3   in the habit of dealing with the Company,

               where the dealing or contracting relates to goods and/or services
which are  competitive  with or of the type  supplied by the Company at any time
during the twelve months immediately preceding the date of Completion;

          7.1.3 for the Restricted Period interfere, or seek to interfere,  with
the  continuance  of  supplies  to the Company  from any  supplier  who has been
supplying  goods  and/or  services  to the

                                      -10-


<PAGE>

Company at any time during the twelve months immediately  preceding the date  of
Completion if such interference causes  or  would  cause  that supplier to cease
supplying  or  materially  reduce  its supply of, those goods and/or services to
the Company;

          7.1.4 for the  Restricted  Period  solicit or entice,  or endeavour to
solicit or entice,  away from the Company,  or employ,  any person employed in a
managerial,  supervisory, technical, sales or administrative capacity by, or who
is or was a consultant  to, the Company at  Completion or at any time during the
period of [one month] immediately preceding the date of Completion;

          7.1.5  within  the  United  Kingdom  for the  Restricted  Period of be
engaged,  employed  by,  concerned  or  interested  in,  or  provide  technical,
commercial or  professional  advice to, any other  business which supplies goods
and/or  services  which  are  competitive  with or of the type  supplied  by the
Company at Completion;  provided that this restriction does not apply to prevent
any of the Managers from holding shares or other securities in any company which
are quoted, listed or otherwise dealt in on a recognised stock exchange or other
securities  market and which confer not more than 3% of the votes which could be
cast at a general meeting of such company;

          7.1.6 within the United Kingdom for the Restricted  Period be engaged,
concerned or interested in any business  which has at any time during the twelve
months  immediately  preceding the date of Completion  supplied any goods and/or
services  to, or is a client or  customer  of, the  Company if such  engagement,
concern or interest  causes or would cause the  supplier to cease or  materially
reduce  its  supplies  to the  Company  or (as the  case may be) the  client  or
customer to cease or materially reduce its orders or contracts with the Company;
or

          7.1.7 at any time after Completion use in connection with any business
any name which includes the name of the Company or any  colourable  imitation of
it

     7.2 The parties agree that each of the  undertakings  set out in clause 7.1
is separate and severable and enforceable  accordingly and if any one or more of
such  undertakings  or part of an  undertaking  is held to be against the public
interest or  unlawful  or in any way an  unreasonable  restraint  of trade,  the
remaining  undertakings or remaining part of the  undertakings  will continue in
full force and effect and will bind each of the Vendors

     7.3 Each of the Vendors  acknowledges  that such Vendor has  information in
respect  of the  business  and  financing  of the  Company  and their  dealings,
transactions,  affairs, plans and proposals, all of which information is, or may
be, secret or confidential and important to the Company.  In this clause 7.3 and
in  clause  7.4  such  information  is  called  "Confidential  Information"  and
includes, without limitation, confidential or secret information relating to the
Company's  trade  secrets,  know-how,  ,  business  methods,  finances,  prices,
business  plan,  marketing  plans,  development  plans,  manpower  plans,  sales
targets,  sales statistics,  customer lists,  customer  relationships,  computer
systems and computer software. Each of the Vendors further acknowledges that the
disclosure of  Confidential  Information  (whether  directly or  indirectly)  to
actual or  potential  competitors  of the  Company  would place the Company at a
competitive disadvantage and would do

                                      -11-


<PAGE>

damage (whether financial or otherwise) to its  business.  Each  of the  Vendors
accordingly  agrees  to  enter  into  the restrictions contained in clause 7.4

     7.4 Each of the  Vendors  undertakes  that such Vendor will not at any time
after Completion:-

          7.4.1     disclose  to  any  person  except to those authorised by the
Company to know;

          7.4.2     use for the Vendor's own purposes or for any purposes other
than those of the Company; or

          7.4.3     through  any  failure to exercise all due care and diligence
cause or permit any unauthorised disclosure of,

          any  Confidential  Information  of the  Company,  provided  that these
restrictions on each Vendor will cease to apply to information  which (otherwise
than  through  the  default  of such  Vendor)  becomes  available  to the public
generally

8.   COMPLETION

     The sale and purchase of the Shares will be completed at the offices of the
Purchaser's  Solicitors  immediately  after the  signing  and  exchange  of this
Agreement when:-

     8.1 the Vendors will produce and deliver to the Purchaser:-

          8.1.1 duly executed transfers of the Shares in favour of the Purchaser
(or as it will direct)

          8.1.2 share  certificates  in respect of the Shares (or in the case of
any lost  certificate an indemnity  satisfactory to the Purchaser in relation to
it) and  together  also with such  waivers  and  consents as the  Purchaser  may
require to enable the  Purchaser  and its  nominee(s)  to be  registered  as the
holders of the Shares;

          8.1.3  written  resignations  from  all  directors   (other  than  the
Managers) and the secretary of the Company in the agreed terms;

          8.1.4 the written  resignation  of Messrs Silver Levene as auditors of
the Company  accompanied  in each case by the  statement  section 394 of the Act
stating that there are no such circumstances as are mentioned in that section;

          8.1.5  the  certificate  of  incorporation,   any   certificate(s)  of
incorporation  on change of name,  the common seal and the  statutory  books and
registers (all entered up to date) of the Company;

                                      -12-


<PAGE>

          8.1.6  the  lease  of  the Property and all other deeds and  documents
relating to the title of the Company to the Property held by the Company.;

          8.1.7  all  cheque  books  in current use of the Company together with
all unused cheques;

          8.1.8 bank  statements in respect of each account of the Company as at
the close of business on the last Business Day prior to Completion,  together in
each case with a  reconciliation  statement  prepared by the Vendors to show the
position at  Completion  (listing  unpresented  cheques drawn or received by the
Company and standing orders payable since the date of such bank statements);

          8.1.9 (at the Property) all papers, books, records, keys, credit cards
and other  property (if any) of the Company which are in the possession or under
the control of the  Vendors,  any other  person who resigns as an officer of the
Company in accordance with this clause 8 or any person connected with them;

          8.1.10  the  Lock-Up  Agreement and  the Registration Rights Agreement
duly executed by the Vendors

          7.1.11 duly executed powers of attorney regarding the rights attaching
to the Shares in the agreed terms; and

          8.1.12 the Disclosure Letter duly executed by the Vendors' Solicitors


     8.2  each Vendor will :-

          8.2.1 repay,  and will procure that any spouse or child of such Vendor
or any company  ("controlled  company")  of which such  Vendor  (and/or any such
spouse or child) has control  (as defined in section 840 Income and  Corporation
Taxes Act 1988) will repay,  all amounts  owed by him, her or it to the Company,
whether due for payment or not;

          8.2.2   deliver  to  the   Purchaser  a  deed  in  the  agreed   terms
acknowledging that neither such Vendor nor any such spouse,  child or controlled
company has any claim  against the  Company  and that there is no  agreement  or
arrangements under which the Company has or could have any actual, contingent or
prospective obligation (including,  but not limited to, any obligation under any
guarantee entered into by the Company) to or in respect of any of them; and

          8.2.3 in respect of any such  agreement or  arrangement as is referred
to in clause 8.2.2 which previously existed deliver to the Purchaser evidence of
the release or termination of it in form satisfactory to the Purchaser;

                                      -13-

<PAGE>

     8.3 the  Vendors  will  procure  that duly  convened  meetings  are held at
which:-

          8.3.1 the transfers referred to in clause 8 .1 (subject to stamping if
not  previously  effected)  are  approved for  registration  in the books of the
Company;

          8.3.2  the resignations variously specified in clause 8.1 are accepted
by the Company;

          8.3.3 Mark Leininger,  Norman Alexander and Neil Kaufman are appointed
as  additional  directors  of the  Company  (subject  to any  maximum  number of
directors imposed by the relevant articles of association),  and David Southgate
is appointed as secretary of the Company;

          8.3.4  Ernst & Young are appointed as auditors of the Company; and

     8.4 the Managers will enter into the Employment Agreements with the Company
in the agreed terms;

     8.5  the Purchaser will:-

          8.5.1   pay the Consideration payable under clause 3.1.1

          8.5.2   duly allot and issue the Consideration Shares to the Vendors

          8.5.3  deliver to the  Vendors'  solicitors  a  certified  copy of the
resolution of the board of the Purchaser  issuing the  Consideration  Shares and
the stock certificates for the Consideration Shares

          8.5.4  the  Lock-Up  Agreement  and  the Registration Rights Agreement
duly executed  by the  Purchaser,  the Employment  Agreements  duly  executed by
the Company

          8.5.5 a deed of guarantee duly executed by the Purchaser in respect of
each of the Managers  guaranteeing  (inter alia) the  obligations of the Company
pursuant to the Employment Agreements

          [8.5.6  letters concerning  the  share  options  to  be granted to the
Vendors by the Purchaser]

     8.6 a letter shall be produced from HSBC Bank  confirming  that each of the
Managers shall be released from the terms of their  personal  guarantees to HSBC
Bank

                                      -14-


<PAGE>

9.   ANNOUNCEMENTS

     No announcement concerning the transactions  contemplated by this Agreement
or any matter  ancillary to it and no disclosure of the terms of this  Agreement
will  (save as  required  by law or the  regulations  of  NASDAQ) be made by the
Vendors or the Company except with the prior written approval of the Purchaser

10.  COSTS

     10.1 Each  party to this  Agreement  will bear such  party's  own costs and
expenses  relating to the preparation  and completion of this Agreement,  except
where otherwise expressly stated

     10.2 The Vendors shall procure that no claim or account (for fees brokerage
commission  disbursement or otherwise) in respect of the Vendors is submitted to
the Company by any broker or adviser who are or have been advisers to or brokers
for  any of them or any  Group  Member  and the  Vendors  hereby  indemnify  the
Purchaser accordingly

11.  INTEREST

     If any  Warrantor  becomes  liable to pay the Purchaser any sum pursuant to
this Agreement,  whether a liquidated sum or by way of damages or otherwise such
Warrantor  will be  liable  to pay  interest  on such  sum from the due date for
payment at the annual rate of 2 per cent above the base  lending  rate from time
to time of  National  Westminster  Bank plc,  accruing  on a daily  basis  until
payment is made, whether before or after any judgment

12.  NOTICES

     12.1 Any demand, notice or other communication to be given or made under or
in connection with this Agreement shall be in writing

     12.2 Any such demand,  notice or other  communication shall be addressed as
provided in this clause 12and if so  addressed  will be deemed to have been duly
given or made as follows :-


          12.2.1 if sent by prepaid first class post, on the second Business Day
after the date of posting; or

          12.2.2 if delivered by hand, upon delivery at the address provided for
in this clause 12, unless such delivery  occurs on a day which is not a Business
Day or after 4 p.m.  on a Business  Day, in which case it will be deemed to have
been given or made at 9 a.m. on the next Business Day

          12.3 Any such demand, notice or other communication shall be addressed
(subject  as provided in this  clause 12) to the  recipient  at the  recipient's
address  stated in this  Agreement or

                                      -15-


<PAGE>

at  such  other  address  as  may  from time to time be  notified  in writing by
the  recipient  to the  sender as being the  recipient's  address  for  service,
provided  however that in the case of a company it may instead (at the option of
the sender) be addressed to its registered office for the time being

          12.4 Any such demand,  notice or other communication,  and any service
of process,  pleadings or similar documents relating to any proceeding,  suit or
action  arising out of or in  connection  with this  Agreement,  will be validly
given or made to the Vendors if given or made to the Vendors' Solicitors

          12.5 Any demand,  notice or other communication will be deemed to have
been  validly  given if  given to the  personal  representatives  of a  deceased
Vendor, notwithstanding that no grant of representation has been made in respect
of such Vendor's estate, if the notice is addressed either :-

               12.5.1    to the deceased Vendor by name or

               12.5.2 to the deceased Vendor's personal representatives by title
at the Vendor's  address in accordance with clause 12.3 or at such other address
as may have been  notified  by them in  writing  to the  sender  as being  their
address for service

     and is otherwise served in accordance with the foregoing provisions

13.  GENERAL

     13.1 This  Agreement  will be binding on and will enure for the  benefit of
each party's successors,  assigns and personal  representatives (as the case may
be)

     13.2 Except  insofar as the same have been fully  performed at  Completion,
each of the  agreements,  covenants,  obligations,  warranties,  indemnities and
undertakings  contained in this Agreement will continue in full force and effect
notwithstanding Completion

     13.3 The  parties  agree  that they will do all such  acts and  things  and
execute all such  documents as may be required on or subsequent to Completion to
vest in the Purchaser legal and beneficial ownership of the Shares in accordance
with this Agreement and otherwise to give effect to its terms

     13.4 Failure or delay by any party in exercising  any right or remedy under
this Agreement will not in any circumstances operate as a waiver of it, nor will
any  single or  partial  exercise  of any  right or remedy in any  circumstances
preclude any other or further  exercise of it or the exercise of any other right
or remedy

                                      -16-


<PAGE>

     13.5 Any waiver of any breach of, or any default under, any of the terms of
this Agreement  will not be deemed a waiver of any subsequent  breach or default
and will in no way affect the other terms of this Agreement

     13.6 The  Purchaser  may release or  compromise  the liability of, or grant
time or any other  indulgence  to, any  person who is a party to this  Agreement
without in any way  prejudicing  or affecting the liability  (whether  joint and
several or otherwise) of any other person who is a party to this Agreement

     13.7 In the event of any claim being made against the Warrantors  under the
Warranties  relating  to  Taxation  (as  defined  in  Schedule  5) or Part II of
Schedule 5, the  Warrantors  shall not plead  against  such claim the Statute of
Limitation  Act 1980 or any  other  statute  (present  or  future)  directly  or
indirectly consolidating,  extending,  replacing or re-enacting the same, or any
other  rule of law  relating  to  limitation  of time in which an action  can be
brought or claim made;  provided  that this clause 13.7 is without  prejudice to
any express  provision of this Agreement  regarding time limits for notifying or
making claims

     13.8 The headings to the clauses of this Agreement and to the paragraphs of
the  Schedules  (save for the  headings in Schedules 1, 2 and 3) will not affect
its construction

     13.9 The rights and remedies  expressly provided for by this Agreement will
not exclude any rights or remedies provided by law

     13.10 This Agreement may be executed in any number of counterparts,  and by
the parties on separate  counterparts,  each of which so executed and  delivered
will be an original,  but all the counterparts will together  constitute one and
the same agreement

     13.11 The formation, existence, construction, performance, validity and all
aspects  whatsoever of this Agreement or of any term of this Agreement  shall be
governed by English law.  The English Courts shall have  jurisdiction  to settle
any disputes  which may arise out of or in connection with this  Agreement.  The
parties agree to submit to the said jurisdiction

     13.12 This  Agreement  contains  the  entire  agreement  and  understanding
between the Purchaser and the Vendors  concerning the transactions  contemplated
by this  Agreement.  The Purchaser  irrevocably and  unconditionally  waives any
right it may have to claim  damages for any  misrepresentation  not contained in
this Agreement or breach of any warranty not contained in this Agreement  unless
such representation or warranty was made fraudulently

                                      -17-
<PAGE>


                                   SCHEDULE 1

      The Vendors

<TABLE>
<CAPTION>

Name and address               Number and class of      Amount of              Number of
                               Shares to be sold        Consideration          Consideration
                                                        payable in cash ()     Shares

<S>                            <C>                          <C>               <C>
Anthony Robert Simpson         450 'C' Ordinary              -                  7,305
West Cottage, Best Beech       Shares of BP0.10 each
Hill, Wandhurst, East
Sussex, TN5 6JR

Dudley John Langelot
Price                          1,120 'C' Ordinary            -                 18,182
Braemer                        Shares of BP0.10 each
Windemere Road
Lightwater
Surrey  GU18 5TH

David Leonard Street           1,810 'C' Ordinary            -                 29,383
Windrush, 26 Linksway,         Shares of BP0.10 each
Upton, Chester, Cheshire
CH2 1EA

Hugh Montgomery Brown          760'C' Ordinary               -                 12,338
93 Ravenslea Road, London      Shares of BP0.10 each
SW12 8SL

Ian Charles Norris McCalla     620 'A' Ordinary              -                 10,065
57 Streathbourne Road,         Shares of BP0.10 each
London, SW17 8RA

Ian Gilbert Wiper              450 'C' Ordinary              -                  7,305
Cromer House,                  Shares of BP0.10 each
Cromer Hyde
Lemsford, Welwyn
Herts AL8 7XD

                                      -18-


<PAGE>

Joseph Laws Harris             450 'C' Ordinary              -                  7,305
The Conifers, Old Saw Mill,    Shares of BP0.10 each
Mitford, Morpeth,
Northumberland, NE61 3QX

Linda Fenlon                   450 'C' Ordinary              -                  7,305
129 Deans Way,                 Shares of BP0.10 each
Gloucester, GL1 2QB

Paul John Simpson              9140 'B' Ordinary            BP39,714          148,377
29Downside Road,               Shares of BP0.10 each
Headington, Oxford,
OX3 8HP

Susan Margaret Lloyd           450 'C' Ordinary              -                  7,305
Cromer House,                  Shares of BP0.10 each
Cromer Hyde
Lemsford, Welwyn
Herts AL8 7XD

Andrew Darrant                 100 'C' Ordinary              -                  1,623
[41-43 Stoke Nevington         Shares of BP0.10 each
Church Road
London  N16 0NX

Court Services Limited         26,200 'A' Ordinary          BP116,536         425,325
Heritage Court                 Shares of BP0.10 each
41 Athol Street                (being Bearer Shares)
Douglas
Isle of Man  IM99 1HN
As trustees of the McCalla Settlement
</TABLE>


                                      -19-

<PAGE>


                                   SCHEDULE 2

                             Details of the Company


Name of Company               :    JUNCTION 15 LIMITED

Registered number             :    3113286

Registered office             :    37 Warren Street
                                   London
W1P 5PD

Date of incorporation         :    13 October 1995

Place of incorporation        :    England

Status of company             :    private limited company

Authorised share capital      :    BP1,000,000    divided   into   100,000   'A'
                                   Ordinary shares of BP0.10 each,  100,000  'B'
                                   Ordinary  shares of BP0.10 each,  100,000 'C'
                                   Ordinary  shares  of BP0.10  each and 700,000
                                   Ordinary shares of BP0.10 each

Issued  share  capital        :    BP4,200  divided  into  26820  'A'   Ordinary
                                   shares  of  BP0.10p  each,  9140 'B' Ordinary
                                   shares of BP0.10 each  and 6040 'C'  Ordinary
                                   shares  of BP0.10 each

Directors' full names         :    Ian Charles Norris McCalla Paul John Simpson

Secretary's full name         :    Harben Registrars Limited

Accounting reference date     :    31 December

Auditors                      :    Silver Levene

Bankers                       :    HSBC Bank plc

Description of business       :    A general commercial company

                                      -20-


<PAGE>

Status                        :    The  Company  is  not and has not been at any
                                   time  in the last 10 years a Company to which
                                   the  City  Code  on  Takeovers  and   Mergers
                                   applies

                                      -21-
<PAGE>


                                   SCHEDULE 3

                                  THE PROPERTY


Short particulars of the Property
(stating whether freehold or leasehold;
in the case of  leasehold,  giving  brief
details of the lease; and including short
particulars of any tenancy or licence
affecting the title)                          Title holder             Use
--------------------                          ------------             ---


Leasehold property known as                  The Company              Offices
Unit 4, 53 Oldridge Road, London,  SW12
held under a lease dated 11 January 1999
made between Thames Housing  Association
Limited (1) the Company (2) for a term of
three years from 4 January 1999 to
3 January 2002

                                      -22-
<PAGE>


                                   SCHEDULE 4

                             NON-TAXATION WARRANTIES

1.   INTERPRETATION

     In this Schedule 4 the following expressions have the following meanings :-

     Expression                         Meaning
     ----------                         -------

     "the Accounting Date"              31 December 1999

     "the  Accounts"                    The audited  accounts of the Company for
                                        the  financial  year  which ended on the
                                        Accounting  Date,  comprising a  balance
                                        sheet, a  profit and loss account, notes
                                        and directors' and auditors' reports

     "Contract"                         Any  agreement,  arrangement  or  under-
                                        standing  whether  legally  binding   or
                                        not

     "the Environmental Legislation"    All  statutes  subordinate   legislation
                                        regulations codes of  practice  guidance
                                        notes and the like  from  time  to  time
                                        in  force   on   or  before   Completion
                                        concerning   the  protection  of   human
                                        health   or  the   environment   or  the
                                        conditions  of  the  work  place  or the
                                        generation     transportation    storage
                                        treatment   or  disposal  of   Hazardous
                                        Items   including   in   particular  EPA
                                        1990,  Environment   Act  1995,    Water
                                        Resources   Act  1991  and   Health  and
                                        Safety  at  Work  etc  Act  1974 and all
                                        subordinate   legislation    regulations
                                        codes   of   practice    and    guidance
                                        notes made thereunder

     "EPA 1990"                         Environmental Protection Act 1990

     "Hazardous  Items"                 Any  waste  (as defined  in EPA 1990) of
                                        any kind  noise vibration  smell  fumes
                                        smoke   soot  ash  dust  grit  pollution
                                        chemicals   leachate petroleum  products
                                        ground    water    noxious   radioactive
                                        inflammable   explosive  dangerous    or
                                        offensive   gasses   or   materials  and
                                        any other

                                      -23-

<PAGE>


                                        substances of whatever nature which  may
                                        cause  harm  to  the  health  of  living
                                        organisms or to the environment   or  to
                                        public  health  or welfare "Intellectual
                                        Property  Rights"Patents,  trade  marks,
                                        registered   designs,   design   rights,
                                        copyright,   know   how  and  all  other
                                        intellectual   property   (of   whatever
                                        nature)  in  any  jurisdiction  and  any
                                        applications for the same

     "Stock"                            Stocks  (as  defined  in  Statement   of
                                        Standard   Accounting   Practice    No.9
                                        adopted   by  the  Accounting  Standards
                                        Board) of the Company

2.   SCHEDULES 1 & 2; CAPITAL

     2.1  The  information  contained  in  Schedules  1  and  2  is complete and
accurate in all respects

     2.2 The shares of the Company are in issue fully paid and are  beneficially
owned and  registered  as set out in Schedules 1 and 2 free from any third party
right

     2.3 No Contract  has been  entered  into which  requires or may require the
Company to allot or issue any share or loan capital

     2.4  The Company has no interest in the share capital of any body corporate

3.   INFORMATION SUPPLIED TO PURCHASER

     3.1 The information given in the Disclosure Letter is complete and accurate
in all material respects and is not misleading because of any omission

     3.2 All  information  contained  in any  document or written  communication
supplied to the  Purchaser or any of its advisers by or on behalf of the Vendors
or the Company in the course of the  negotiations  leading to the  execution  of
this  Agreement is complete  and  accurate in all  material  respects and is not
misleading because of any omission or ambiguity

4.   ACCOUNTS AND RECORDS

     4.1  The Accounts :-

          4.1.1 comply with the  requirements  of the Act and have been prepared
in accordance with all applicable  accounting standards (as that term is defined
in section 256 of the Act) and (to the extent that no such accounting  standards
are  applicable)  with the accounting

                                      -24-


<PAGE>

principles  and  practices  of  UK GAAP  4.1.2 have  been  prepared on bases and
principles  which are  consistent  with  those  used in the  preparation  of the
audited  statutory  accounts  of the  Company  for  the  three  financial  years
immediately preceding that which ended on the Accounting Date

          4.1.3  show  a true  and  fair  view  of the  assets  and  liabilities
(including contingent, unquantified and disputed liabilities) of the Company and
of the state of affairs  of the  Company  as at the  Accounting  Date and of the
results of the Company for the financial year ended on that date, and

          4.1.4  are  not  affected (except as disclosed in the Accounts) by any
extraordinary or exceptional item

     4.2 The  accounting  records  of the  Company  are up to date  and  contain
complete and accurate details of all transactions of the Company and comply with
the provisions of sections 221 and 222 of the Act

5.   UNENCUMBERED TITLE

     Each asset  reflected in the Accounts (save for current assets  disposed of
by the Company in the ordinary course of its business since the Accounting Date)
and each asset treated as an asset of the Company and/or used by the Company:-

     5.1 is in the legal and beneficial ownership of the Company,  free from any
third party right and from any Contract to grant the same

     5.2  is situated at the Property, and

     5.3  is not to any extent surplus to requirements

6.   ARRANGEMENTS INVOLVING THIRD PARTIES

     No  substantial  part of the Company's  activities  are operated  under the
agreement or consent of a third party,  nor is there any  agreement  (whether or
not in respect of  Intellectual  Property  Rights) which restricts the manner or
fields in which the activities of the Company have been operated or in which the
Purchaser may operate the Company's activities following Completion

7.   DEBT FACTORING

     The Company has not factored or discounted any debt or agreed to do so

8.   DEBTORS

                                      -25-


<PAGE>

     All of the  debts  which  are  reflected  in the  Accounts  as owing to the
Company (apart from bad and doubtful debts to the extent to which they have been
provided for in the  Accounts) or which have  subsequently  been recorded in the
books of the  Company  have  realised  or will  realise in the normal  course of
collection and within three months of Completion their full value as included in
the Accounts or in the books of the Company,  and no such debt or any part of it
has been outstanding for more than two months from its due date for payment

9.   PLANT ETC

     The plant and machinery,  vehicles, fixtures and fittings, furniture, tools
and other equipment used in connection with the business of the Company are in a
good and safe state of repair and condition and satisfactory working order

10.  PROPERTY

     10.1 The  Company  is not in  occupation  of or  entitled  to any estate or
interest in any land or premises other than the Property

     10.2 The  Warrantors  are not aware of any adverse  matters  affecting  the
Property which may cause loss or damage to the Company

11.  INTELLECTUAL PROPERTY RIGHTS

     11.1 Validity

          11.1.1 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 the Company.  The
Company is the sole legal owner of such  Intellectual  Property Rights which are
all  Intellectual  Property  Rights required in the operation of the business of
the Company as carried on at the date hereof.

          11.1.2  So far as the  Warrantors  are  aware no act has been  done or
omitted  to be done and no event has  occurred  or is 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.

     11.2 Charges

     The  Intellectual  Property Rights which are owned or otherwise used by the
Company are not subject to any security interest (of whatever nature).

     11.3 Infringement

                                      -26-


<PAGE>


          11.3.1 None of the operations of the Company infringe, any rights held
by any third party or involve the unauthorised  use of confidential  information
disclosed to the Company in  circumstances  which might entitle a third party to
make a claim against the Company.

          11.3.2 No claim has been made by any third  party  which  alleges  any
infringing  act or process  which would fall within  sub-clause  11.3.1 above or
which  otherwise  disputes  the  right of the  Company  to use any  Intellectual
Property Rights relating to its business and the Warrantors are not aware of any
circumstances (including any act or omission to act) likely to give rise to such
a claim

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

     11.4 Employee Claims

     No claims have been made or  threatened  by  employees or  ex-employees  to
receive any payment or right in respect of any Intellectual Property Rights used
by the Company.

     11.4 Intellectual Property Licences

          11.4.1 Details of all licences granted to or by the 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 Right.

          11.4.2 The Company is not in default under any licence, sub-licence or
assignment granted to it in respect of any Intellectual  Property Rights used by
the Company.

     11.6 Loss of Rights

     No Intellectual Property Rights owned or used by the Company and no licence
of  Intellectual  Property  Rights of which the 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 performance of the terms of this Agreement .

     11.7 Confidential Information

     Where  information of a confidential  nature has been developed or acquired
by a Company for the  purposes of its  business in the two (2) 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 member of the  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

                                      -27-


<PAGE>

disclosed.  The Warrantors are not aware of any breach of such
confidentiality obligations by any third party.

     11.8 Records and Software

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

          11.8.2 The Company is licensed to use all software 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.

          11.8.3 All software  and hardware  used by the Company is covered by a
maintenance  agreement  which,  so far as the  Warrantors  are  aware,  is fully
enforceable  and the terms of all such  maintenance  agreements are contained in
the Disclosure Letter;

          11.8.4  Neither the hardware nor the software owned and/or used by the
Company  has been  affected  by any  defects  or faults  which  have  caused any
material interruption to the Company's business at any time during the 12 months
prior to the date of this Agreement;

          11.8.5 So far as the  Warrantors  are aware the  software and hardware
used by each Company in the carrying on of its business permits it to do so in a
proper and efficient manner, is fully functional and there is no reason why such
software and hardware should require modification, replacement or enhancement to
permit such Company to carry out its business in a proper and  efficient  manner
over the next 12 months.

     11.9 Data Protection

     The Company  has not  received  any notice and has not been  engaged in any
correspondence   with  the  Data  Protection   Registrar  relating  directly  or
indirectly to the  activities  of the Company or the Company and its  compliance
with the Data  Protection  Act 1984 or the Data  Protection  Act 1998 (the "DATA
PROTECTION ACTS"). Each Company has taken all necessary steps to comply with and
is in full compliance with the provisions of the Data Protection Acts.

     11.10     Year 2000

          11.10.1 To the best of the Warrantors'  knowledge and belief each item
of  equipment  and  software  program  used by the  Company in the course of its
business (a "COMPANY SYSTEM"):

                                      -28-


<PAGE>

          11.10.1.1  has been produced or amended in a manner which ensures that
a  change  of,  reference  to or use of a date  after  31  December  1999 in the
operation of that Company  System,  whether  alone or in  conjunction  with each
other Company System,  will not have a material adverse effect on, nor give rise
to an increased inconvenience in, the operation of that Company System;

          11.10.1.2 which exchanges date  information with any item of equipment
and software program under the control of a third party (a "THIRD PARTY SYSTEM")
in the course of such Company  member's  business so exchanges in a manner which
ensures that the inclusion of a date or dates after 31 December 1999 in the date
consistent, clearly defined and apparent to the user.

12.  EMPLOYEES

     12.1  Full  particulars  of  the  identities,   date  of  birth,   date  of
commencement  of employment (or  appointment to office) and terms and conditions
of  employment  (including  remuneration  and  any  bonus,   commission,   share
incentives or profit sharing  arrangement)  of all the employees and officers of
the Company are enclosed with the Disclosure Letter

     12.2 The terms of the  engagements  of all  directors  and employees of the
Company are such that they may be terminated at not more than the minimum period
of notice  required  by  statute  and  without  any  liability  for  payment  of
compensation damages or otherwise other than payments provided for by employment
legislation

     12.3 No change  has been made  since  the  Accounting  Date in the terms of
employment of any person currently  employed by the Company,  and the Company is
not party to any Contract to make any such change

     12.4  There are no  amounts  owing to any  present  or former  officers  or
employees  of the Company  and none of them is  entitled to accrued  holiday pay
other than in respect of the Company's current holiday year

     12.5 No employee has been engaged by the Company since the Accounting  Date
and no  person  employed  by the  Company  at or since the  Accounting  Date has
ceased, or given or received notice to cease, to be so employed

     12.6 No dispute has arisen  between  the  Company and a material  number or
category of its  employees and so far as the  Warrantors  are aware there are no
present  circumstances  known which are likely to give rise to any such  dispute
and there is no contract  agreement or  arrangement  between the Company and any
trade union or other body representing employees of the Company

     12.7 The Company has maintained adequate and suitable records regarding the
service of each of its employees and complied with all  agreements  for the time
being relating to them

                                      -29-



<PAGE>

13.  PENSIONS


     13.1 There is not in  existence,  and no  proposal  has been  announced  to
establish,  any  retirement,  death or disability  benefit scheme  obligation or
arrangement  (whether legally enforceable or not) for the benefit of any present
or former officers or employees of the Company or their dependants

     13.2 No  undertaking  or assurance has been given as to the  continuance or
introduction,  or increase or improvement of any pension rights or  entitlements
which the  Company  would be  required  to  implement  in  accordance  with good
industrial  relations practice,  whether or not there is any legal obligation to
do so

14.  INSURANCE

     14.1 So far as the  Warrantors  are aware all  assets of the  Company of an
insurable  nature are, and have at all material  times been,  insured in amounts
equal to their full  replacement or  reinstatement  value against fire and other
risks  normally  insured  against by  persons  carrying  on the same  classes of
business as the  Company.  The Company is, and has at all  material  times been,
adequately  covered against  employer's  liability,  public  liability,  product
liability and professional indemnity liability

     14.2 All premiums  due in relation to the  Company's  insurances  have been
paid,  and  nothing  has been done or omitted  to be done  which  would make any
policy of insurance of the Company void or voidable or which is likely to result
in an  increase in premium or which  would  release any insurer  from any of its
obligations under any policy of insurance of the Company

     14.3 There is no insurance  claim pending or  outstanding by or against the
Company and, as far as the Vendors are aware, there are no circumstances  likely
to give rise to any such claim

     14.4 All insurances  effected by the Company are renewable annually and not
on any longer term contract

     14.5 Full  particulars  of  all  the  Company's insurances are given in the
Disclosure Letter


15.  FINANCIAL AND WORKING CAPITAL

     15.1 Full and accurate details of all overdrafts,  loans or other financial
facilities  outstanding  or  available  to  the  Company  are  contained  in the
Disclosure Letter, and so far as the Warrantors are aware no person who provides
any such facility has given any indication that it may be withdrawn or its terms
altered

                                      -30-


<PAGE>

     15.2 The details  contained in the Disclosure Letter of the credit or debit
balances on all the bank or deposit  accounts of the Company were correct at the
date  stated in the  Disclosure  Letter  and since  such date there have been no
payments out of any such accounts  except for routine  payments and the balances
on such accounts are not now substantially  different from the balances shown in
the Disclosure Letter

     15.3 No  person  other  than the  Company  has given  any  guarantee  of or
security for any overdraft loan or loan facility granted to the Company

     15.4 The Company has,  since the  Accounting  Date,  paid its  creditors in
accordance with their respective credit terms

     15.5 Having  regard to existing bank and other  facilities  the Company has
sufficient  working  capital to enable it to perform  in  accordance  with their
terms all Contracts which have been entered into by it

16.  MATERIAL CONTRACTS

     The Company is not, and has not since the Accounting Date been, a party to
or subject to any Contract which:-

     16.1  involves  agency,  distributorship,  franchising,  marketing  rights,
information sharing, manufacturing rights, servicing or maintenance

     16.2  involves   partnership,   joint   venture,   consortium   or  similar
arrangements

     16.3 involves hire purchase, conditional sale, credit sale, leasing, hiring
or similar arrangements

     16.4 commits the Company to capital expenditure

     16.5 is  incapable of complete  performance  in  accordance  with its terms
within six months  after the dat e on which it was entered  into or at a cost to
the Company in excess of $5,000

     16.6 cannot  readily be  fulfilled  or performed by the Company on time and
without undue or unusual expenditure of money or effort

     16.7 is for the supply of goods  and/or  services  by or to the  Company on
terms under which  retrospective or future discounts,  price reductions or other
financial  incentives  are given by or to the Company  dependent on the level of
purchases or any other factor

                                      -31-


<PAGE>


     16.8  involves   warranties,   indemnities  or  representations   given  in
connection  with a sale of shares or assets,  or is a guarantee  or indemnity in
respect of the  obligations  of a third  party,  under  which any  liability  or
contingent liability is outstanding

     16.9  involves  the  Company in any  residual  liability  in respect of any
property at any time assigned or otherwise disposed of by it

     16.10  is not on arm's length terms  or is in any way otherwise than in the
ordinary and proper course of the Company's business

     16.11 any other  party  shall by  reason  of any  change in the  beneficial
ownership of the Shares be entitled to terminate earlier than it would otherwise
have been entitled to do so or which restricts the Company's  ability to conduct
business

     16.12 a  connected  person (as  defined  by  section  346 of the Act) or an
employee  is a  party  to or has an  interest  in  save  for  the  contracts  of
employment disclosed

17.  OTHER BUSINESS MATTERS

     17.1 During the last 12 months there has been no substantial  change in the
basis or terms on which any person is prepared  to do business  with the Company
(apart from normal price  changes),  and no substantial  customer or supplier of
the Company has ceased or  substantially  reduced its business with the Company,
and no  indication  has been  received by the Company or any of the Vendors that
there will or may be any such change, cessation or reduction

     17.2 Save for any guarantee or warranty  implied by law the Company has not
given any guarantee or warranty or made any  representation  in respect of goods
sold or  contracted  to be sold by it and has  not  accepted  any  liability  or
obligation  to  service  repair  maintain  take back or  otherwise  do or not do
anything  in respect of any goods  that  would  apply  after the goods have been
delivered by it

     17.3 A copy of the  Company's  current  standard  conditions of trading are
enclosed with the Disclosure Letter

     17.4 The Company is not a party to any consultancy or management agreement

     17.5  The  Company  does  not  use  on  its  letterhead   books   circulars
advertisements  or vehicles nor otherwise carry on business under any name other
than its corporate name

18.  COMPANY LAW MATTERS AND GENERAL COMPLIANCE

     18.1  Compliance  has been made with all legal  requirements  in connection
with the  formation  of the Company and all issues and grants of shares or other
securities of the Company

                                      -32-


<PAGE>

     18.2 The copy of the  memorandum and articles of association of the Company
enclosed with the Disclosure Letter is true and complete

     18.3 All returns, particulars,  resolutions and other documents required to
be filed with or  delivered  to the  Registrar  of Companies by the Company have
been properly filed,  and none has been so filed or delivered  within 14 days of
the date of this Agreement

     18.4 The statutory books  (including all registers and minute books) of the
Company have been properly kept

     18.5 The Company has conducted its business in accordance with all relevant
applicable laws and  regulations of the United Kingdom and any relevant  foreign
country

     18.6  So far  as the  Warrantors  are  aware,  no  agreement,  practice  or
arrangement  to which  the  Company  is party is or ought to be or ought to have
been  registered  under,  or  infringes,  the Treaty of Rome or any  employment,
competition,  anti-restrictive trade practice or consumer protection legislation
applicable in the United Kingdom or elsewhere

     18.7 So far as the  Warrantors  are  aware,  there  is not  pending,  or in
existence, any investigation or enquiry by, or on behalf of, any governmental or
other body in respect of the affairs of the Company

     18.8 The Company has  obtained  all  licences  authorisations  and consents
(private  or  statutory)  required  for the  carrying  on of its  business or in
respect of any activities  processes and substances from time to time carried on
held or stored by it and  copies of the same are  enclosed  with the  Disclosure
Letter

     18.9 All such  licences  authorisations  and consents are in full force and
effect,  there are no circumstances  which may give rise to them being modified,
suspended  or revoked or not renewed in the ordinary  course and all  conditions
attached to such  licences  authorisations  and  consents  have in all  material
respects been complied with

19.  ENVIRONMENTAL LEGISLATION

     The Company has at all times  complied with the  Environmental  Legislation
and there is nothing in on over or under the Property the presence  existence or
condition of which constitutes a breach of the Environmental  Legislation nor is
any  manufacturing  storage  generation  servicing  treatment  disposal or other
process carried on at the Property in such a way as to amount to a breach of the
same

                                      -33-


<PAGE>

20.  LITIGATION

     20.1  Neither  the Company nor any person for whose acts or defaults it may
be liable is engaged in any  capacity  (whether  as  claimant  or  defendant  or
otherwise)  in  any   litigation,   arbitration,   prosecution  or  other  legal
proceedings  (whether civil or criminal) or in any proceedings or hearing before
any statutory or Governmental body, tribunal, department, board or agency

     20.2 No such  proceedings  are so far as the  Company  is aware  pending or
threatened and the Company is not aware of any facts or circumstances  likely to
give rise to any such proceedings

     20.3 There is no  unsatisfied  judgment or  unfulfilled  order  outstanding
against the Company and the Company is not party to any undertaking or assurance
given  to a  court,  tribunal  or  any  other  person  in  connection  with  the
determination or settlement of any claim or proceedings

21.  DEFAULT

     21.1 The Company has not sold,  supplied or provided any product or service
which did not,  does not or will not  comply  fully  with all  applicable  laws,
regulations  or  standards  or which  was,  is or will be faulty,  defective  or
dangerous or not in accordance  with any  representation  or  contractual  term,
express or implied, relating to it

     21.2 The  Company is not in breach of any  Contract to which it is a party,
and no other party to any such Contract is in breach of it

22.  EVENTS SINCE THE ACCOUNTING DATE

     Since the Accounting Date :-

     22.1  there has been no  reduction  in the net asset  value of the  Company
except in the ordinary course of business determined in accordance with the same
accounting  policies as those applied in the Accounts (and valuing no asset at a
figure  greater than the value  attributed to it in the Accounts or, in the case
of any asset acquired since the Accounting Date, greater than cost)

     22.2 the Company has not acquired,  or agreed to acquire,  any single asset
having a value in excess of 2000 or assets  having an aggregate  value in excess
of BP5000

     22.3 the Company has not disposed of, or agreed to dispose of, any asset or
incurred,  or agreed to incur,  any  debts or  liability  (including  contingent
liabilities) other than in the ordinary course of business

     22.4 the trade and  business  of  the  Company  has  been carried on in the
ordinary and normal course


                                      -34-



<PAGE>

     22.5 there has been no material  adverse change in the financial or trading
position or prospects of the Company

     22.6 no  dividend  or other  payment  which is, or could be  treated  as, a
distribution  for the  purposes  of Part VI ICTA or  section  418  ICTA has been
declared, paid or made by the Company


                                      -35-
<PAGE>


                                   SCHEDULE 5

                                    TAXATION

PART I - INTERPRETATION

1.   Interpretation

     In this Schedule 5 :-

     "Accounts" and "Accounting        shall have the meanings given in Schedule
     Date                              4

     "Actual Liability to Taxation"    Any liability of the  Company  to make an
                                       actual  payment  of  (or of an amount  in
                                       respect of) Taxation

     "Bearer  Shares" The 26,200 "A"   Ordinary  Shares  of BP0.10  each  in the
                                       capital  of  the  Company   being  bearer
                                       shares or bearer share warrants

     "Event"                           Any event  whatsoever  including (without
                                       limitation)   any   transaction,   action
                                       or  omission  (whether or not the Company
                                       is party thereto), the  earning,  accrual
                                       or  receipt  of  any  income,  profits or
                                       gains,  the   declaration,   payment   or
                                       making   of   any  dividend   or    other
                                       distribution and Completion

     "ICTA"                            Income and Corporation Taxes Act 1988

     "Liability to Taxation"               (a)  Any Actual Liability to Taxation
                                           (and, for  the  purposes of paragraph
                                           2.1, the amount of such  a  Liability
                                           to Taxation  shall  be  the amount of
                                           the actual payment of Taxation or the
                                           payment  in respect of Taxation which
                                           the Company is liable to make); or

                                           (b)  The  loss   by   the Company (in
                                           whole or  in part) of any Purchaser's
                                           Relief  (and,  for  the  purposes  of
                                           paragraph  2.1,  if  the  Purchaser's
                                           Relief lost was a deduction

                                      -36-



<PAGE>

                                           from  or a set-off against  Taxation,
                                           the  amount  of  such  a Liability to
                                           Taxation  shall  be the amount of the
                                           relief lost, or, if  the  Purchaser's
                                           Relief lost was a  deduction  from or
                                           set-off  against  income  profits  or
                                           gains, the amount of such a Liability
                                           to Taxation  shall  be the amount  of
                                           Taxation   which   would   have  been
                                           saved   but  for  the  loss  of   the
                                           Purchaser's Relief  on the  basis  of
                                           rates of Taxation current at the date
                                           of the loss); or

                                           (c)  The  set-off  of any Purchaser's
                                           Relief against  any Actual  Liability
                                           to  Taxation in  respect of which the
                                           Vendors would, but for such  set-off,
                                           have been liable under paragraph 2.1,
                                           or  against  any  income,  profits or
                                           gains of the Company  earned, accrued
                                           or received  on  or before Completion
                                           or in respect of a period ended on or
                                           before  Completion  in  circumstances
                                           where,  but  for  such  set-off,  the
                                           Company would have suffered an Actual
                                           Liability to Taxation  in respect  of
                                           which the  Vendors  would  have  been
                                           liable under paragraph  2.1 (and, for
                                           the  purposes  of  paragraph  2.1 the
                                           amount   of   such  a  Liability   to
                                           Taxation shall be the  amount of  the
                                           Purchaser's Relief set-off against an
                                           Actual Liability to Taxation  or  the
                                           amount of Taxation  saved as a result
                                           of  the  set-off of the   Purchaser's
                                           Relief  against   income,  profits or
                                           gains, as the case may be); or

     "Purchaser's Relief"                  Any Relief which:-

                                           (a)  was treated as an asset of the
                                           Company in the Accounts; or

                                           (b)  was   taken   into   account  in
                                           computing any  provision for deferred
                                           tax which appears  in the Accounts or
                                           would have appeared  in the  Accounts
                                           but for the presumed availability  or
                                           such Purchaser's Relief; or

                                           (c)  arises  wholly  or  mainly  as a
                                           result   of   any   Event  which  has
                                           occurred    or    occurs   after  the
                                           Accounting Date

                                      -37-


<PAGE>

     "Relief"                              Any  relief,   allowance,  exemption,
                                           set-off deduction or credit available
                                           from,  against  or  in   relation  to
                                           Taxation  or in  the  computation  of
                                           income,  profits   or  gains  for any
                                           Taxation purpose

     "Taxation"                            Any  tax,  duty, impost or levy, past
                                           or present,  of the United Kingdom or
                                           elsewhere,  whether  governmental, or
                                           state, provincial, local governmental
                                           or  municipal   (including    without
                                           prejudice     to    the     foregoing
                                           obligations in respect of the  Pay As
                                           You Earn  system,  national insurance
                                           contributions,  VAT  and  stamp duty)
                                           and  any  fine,  penalty,  charge  or
                                           interest  relating  to any such  tax,
                                           duty impost  or  levy  or to any form
                                           or  return required  to be  submitted
                                           to  any  competent authority  for the
                                           purposes of any such tax duty, impost
                                           or levy

     "Taxation Authority"                  Any   taxing   or   other   authority
                                           competent to impose any Liability  to
                                           Taxation

     "VAT"                                 Value Added Tax

     "VATA"                                Value Added Tax Act 1994


PART II - TAX COVENANT

2.   TAX COVENANT

     2.1 Subject as hereinafter provided the Vendors covenant with the Purchaser
         to pay to the Purchaser an amount equal to:-

         2.1.1  any Liability to Taxation  which has arisen or may arise  wholly
                or  by  reason  of or in connection with any Event occurring, or
                deemed for any Taxation  purpose to have occurred,  on or before
                Completion,  whether or not  in  any such case the  Taxation  in
                question  is  primarily  chargeable  against   or   attributable
                wholly  or  partly to or  recoverable  wholly or partly from any
                other person,

         2.1.2  any Liability to Taxation  which the Purchaser or the Company is
                or may be or become  required to pay  after  Completion  arising
                on or with  respect  to the creation  conversion or repatriation
                by the Purchaser from the Isle of Man of the Bearer Shares after
                Completion  other  than any stamp duty or stamp duty reserve tax
                arising solely from the  purchase  of the  Bearer  Shares by the
                Purchaser pursuant to this Agreement

                                      -38-



<PAGE>

         2.1.3  any  costs,  fees  or  expenses  incurred  by the Company or the
                Purchaser in connection with any Liability to Taxation mentioned
                in paragraphs 2.1.1 or 2.1.2 or with any claim  by  any Taxation
                Authority  relating  to  any  such Liability to Taxation or with
                taking or defending any action under this paragraph 2.1

     2.2 The  covenant  contained  in paragraph

         2.1    shall  not  apply  in  respect of a Liability to Taxation to the
                extent to which:-

         2.2.1  provision,  allowance  or reserve for such Liability to Taxation
                has been made in the Accounts, or

         2.2.2  such  Liability  to  Taxation  was  discharged  on or before the
                Accounting  Date  and  the   discharge   of  such  Liability  to
                Taxation was recognised in the Accounts, or

         2.2.3  such  Liability  to Taxation  would not have arisen  but for any
                Event  which  occurred  in  the  ordinary  course of business of
                the  Company  after  the  Accounting  Date  and  on  or   before
                Completion

     2.3 The  due  date for the making of a payment under this paragraph 2 shall
         be the date  falling  five Business Days after the Purchaser has served
         notice on the Vendors demanding such payment.

     2.4 All  payments  by  the  Vendors  under  this  Part II of  this Schedule
         5  will   be  treated    as   repayments  by   the   Vendors   of   the
         consideration paid for the  Shares pursuant to this Agreement, provided
         that  this  paragraph  2.4  will not  operate  in any way to limit  the
         liability of the Vendors under  this Part II of this Schedule 5

     2.5 The  Vendors  shall  not  be liable to the  Purchaser in respect of any
         breach  of the  covenant  contained  in  paragraph  2.1  unless written
         notice of  such  breach  shall  be  served on any of the Vendors within
         seven years of the date hereof

PART III - TAX WARRANTIES

3.   RETURNS, DISPUTES AND CLEARANCES

     3.1  All    notices,  returns,  computations,   registrations  and payments
          which  should   have  been  made  by  the  Company  for  any  Taxation
          purpose  have  been  made  within  the   requisite   periods  and  are
          up-to-date,  correct and on a proper  basis and none of them is, or is
          likely to be, the subject of any dispute with any Taxation Authority

     3.2  The   Company  is  not  involved  in  any  dispute  with  any Taxation
          Authority  concerning  any  matter  likely  to  affect  in any way the
          liability  of the Company to Taxation  and there are no  circumstances
          which are likely to give rise to any such dispute

                                      -39-


<PAGE>

4.   TAXATION CLAIMS, LIABILITIES AND RELIEFS

     4.1  The  Company  has  duly  and  properly   made  all  Taxation   claims,
          disclaimers,  elections  and  surrenders  and  given all  notices  and
          consents and done all other things required in respect of Taxation and
          all such claims, disclaimers, elections, surrenders, notices, consents
          and other things have been accepted as valid by the relevant  Taxation
          Authorities and none has been revoked or otherwise withdrawn

     4.2  The  Company  is  not,  and  will  not  become,  liable  to  pay,   or
          make  reimbursement  or  indemnity  in respect  of, any  Taxation  (or
          amounts  corresponding to any Taxation) payable by or chargeable on or
          attributable  to any  other  person,  whether  in  consequence  of the
          failure by that person to discharge that Taxation within any specified
          period or otherwise,  where such Taxation relates to a profit,  income
          or  gain,  transaction,   event,  omission  or  circumstance  arising,
          occurring or deemed to arise or occur (whether wholly or partly) on or
          prior to Completion

5.   DISTRIBUTIONS AND PAYMENTS

     5.1  The   Company   has   deducted   and   properly   accounted   to   the
          appropriate  Taxation  Authority  for all  amounts  which  it has been
          obliged to deduct in respect of Taxation in respect of any dividend or
          other distribution, has complied fully with all reporting requirements
          relating to all such amounts and has (where  required)  duly  provided
          certificates  of deduction of tax to the  recipients  of payments from
          which deductions have been made

     5.2  The   Company   has  not   since   the   Accounting   Date   made  any
          payment  to, or  provided  any  benefit  for,  any  present  or former
          director,   employee   or  officer   which  is  wholly  or   partially
          disallowable  as a deduction in  computing  the profits of the Company
          for the purposes of  corporation  tax, and is under no  obligation  to
          make any such payment or provide such benefit

6.   EMPLOYEE BENEFITS

     6.1  Without   prejudice  to  the   generality   of  the   foregoing    the
          Company has properly  operated  the Pay As You Earn system,  by making
          deductions,  as required by the applicable Taxation Statute,  from all
          payments  made,  or treated as made,  to its  directors,  employees or
          officers  or former  directors,  employees  or officers or any persons
          required to be treated as such,  and  accounted to the Inland  Revenue
          for all Taxation so deducted and for all  Taxation  chargeable  on the
          Company on benefits provided for its directors, employees or officers,
          or former directors, employees or officers

     6.2  The   Company   has   complied   fully   with  all   its   obligations
          relating  to Class 1 and Class 1A  National  Insurance  Contributions,
          both primary and secondary

                                      -40-


<PAGE>

7.   TAX AVOIDANCE

     The   Company   has  not  entered  into  or  been  a party  to any  scheme,
     arrangement or transaction designed partly or wholly or containing steps or
     stages  designed  partly or wholly for the purpose of avoiding or deferring
     Taxation or reducing a liability to Taxation and in particular, but without
     limitation, has not entered into or been a party to any scheme, arrangement
     or  transaction  to  which  the  provisions  of  any of  sections  34 to 37
     (inclusive), 56 and 398, 395, 399, 703 to 709 (inclusive), 713, 714, 729 to
     737 (inclusive),  770, 775, 776, 779 to 786  (inclusive),  787 and 798 ICTA
     could apply

8.   VAT: GENERAL

     8.1  The Company:-

          8.1.1 is duly  registered  and is a taxable person for the purposes of
                VAT  and  such  registration  is  not  subject to any conditions
                imposed   by  or   agreed   with  the Commissioners  of  Customs
                & Excise;

          8.1.2 has complied in all respects  with  all  statutory requirements,
                orders, provisions, directions or conditions relating to VAT;

          8.1.3 maintains  complete,  correct  and  up-to-date  records  for the
                purposes of all legislation relating to VAT;

          8.1.4 is not  in  arrears   with   any   payment   or  returns   under
                legislation  relating to VAT or excise duties, or  liable to any
                abnormal or non-routine  payment  of  VAT, or any forfeiture  or
                penalty,  or to the operation of any penal provisions;

     8.2  All   supplies  of  goods  and   services   made  by  the  Company are
          taxable  supplies for the purposes of the VATA and the Company has not
          been and will not be denied  credit for any input tax by reason of the
          operation of section 26 VATA or otherwise

9.   POST-ACCOUNTING DATE

     Since the Accounting Date:-

     9.1  no  event  has   occurred   which   has  given   rise  or  will or may
          give rise to a  Liability  to  Taxation  on the  Company in respect of
          deemed (as  opposed to actual)  income,  profits or gains or which has
          resulted  or will or may  result  in the  Company  becoming  liable to
          Taxation directly or primarily  chargeable  against or attributable to
          another person;

     9.3  the  Company  has  not  entered   into  any   transaction   which  has
          given rise or may give rise to a Liability to Taxation on a chargeable
          gain; and

                                      -41-


<PAGE>

     9.4  no  event  has  occurred  as  a  result  of  which  the Company  could
          be  required  to bring a  disposal  value  into  account  or  suffer a
          balancing  charge for the purposes of capital  allowances a withdrawal
          of first year  allowances or a recovery of excess relief in respect of
          capital allowances


SIGNED by A R Simpson                        )     /s/ AR Simpson
in the presence of:-                         )

Witness's signature:                               /s/

Name:

Address:


Occupation:


SIGNED by D J L Price                        )     /s/ DJL Price
in the presence of:-                         )

Witness's signature:                               /s/

Name:

Address:


Occupation:


SIGNED by D L Street                         )     /s/ DL Street
in the presence of:-                         )

Witness's signature:                               /s/

Name:

Address:

Occupation:

                                      -42-


<PAGE>


SIGNED by H M Brown                          )     /s/ HM Brown
in the presence of:-                         )

Witness's signature:                               /s/

Name:

Address:


Occupation:


SIGNED by I C N McCalla                      )     /s/ ICN McCalla
in the presence of:-                         )

Witness's signature:                               /s/

Name:

Address:


Occupation:

EXECUTED by Court Services Limited           )     /s/ GAC Jones
as Trustees of the McCalla Settlement        )
acting by:-                                  )

                                             Director
                                                   /s/ NG Scott

                                             Director/Secretary


SIGNED by I G Wiper                          )     /s/ IG Wiper
in the presence of:-                         )

Witness's signature:                               /s/

Name:

Address:



                                      -43-


<PAGE>

Occupation:



SIGNED by J L Harris                         )     /s/ JL Harris
in the presence of:-                         )

Witness's signature:                               /s/

Name:

Address:


Occupation:


SIGNED by L Fenlon                           )     /s/ L. Fenlon
in the presence of:-                         )

Witness's signature:                               /s/

Name:

Address:


Occupation:


SIGNED by P J Simpson                        )     /s/ PJ Simpson
in the presence of:-                         )

Witness's signature:                               /s/

Name:

Address:


Occupation:


                                      -44-


<PAGE>

SIGNED by S M Lloyd                          )     /s/ SM Lloyd
in the presence of:-                         )
Witness's signature:

Name:                                              /s/

Address:


Occupation:


SIGNED by A Darrant                          )     /s/ A. Darrant
in the presence of:-                         )

Witness's signature:

Name:

Address:


Occupation:


SIGNED by                                    )
for and on behalf of  Vizacom, Inc.          )     /s/ Mark E. Leininger
 in the presence of:-                        )

Witness's signature:                               /s/

Name:

Address:

                                      -45-