AGREEMENT FOR SALE AND PURCHASE OF
                                     SHARES



                     BCA CONSULTING LIMITED, GMK CONSULTING
                  LIMITED, AND BLACK SHEEP CONSULTING LIMITED

                      BROCKER TECHNOLOGY GROUP (NZ) LIMITED

                        BROCKER TECHNOLOGY GROUP LIMITED

                    GREGORY PETER WOOLLEY, BRETT CHRISTOPHER
                         ARTHUR and HAMISH GREGORY MILES



                  Relating to Certus Project Consulting Limited


                                     [LOGO]
                                 LOWNDES JORDAN
                             BARRISTERS & SOLICITORS



<PAGE>

Agreement dated  7th September 2000

PARTIES

1.   BCA CONSULTING LIMITED, at Auckland GMK CONSULTING LIMITED, and BLACK SHEEP
     CONSULTING LIMITED, both at Hamilton (Vendor)

2.   BROCKER TECHNOLOGY GROUP (NZ) LIMITED at Auckland (Purchaser)

3.   BROCKER  TECHNOLOGY  GROUP  LIMITED a company  listed on the Toronto  Stock
     Exchange (BKI)

4.   GREGORY PETER WOOLLEY,  BRETT  CHRISTOPHER  ARTHUR and HAMISH GREGORY MILES
     all of Auckland, Company Directors (Covenantors)

BACKGROUND

A.   The Vendor is the holder of the Shares  together with all rights  attaching
     to the Shares.

B.   The Vendor has agreed to sell to the Purchaser and the Purchaser has agreed
     to  purchase  from the Vendor all of the Shares for the  Consideration  and
     upon the terms and conditions contained in this Agreement.

TERMS

1.   Definitions and Interpretation

     1.1  Definitions:  In this  Agreement  the  following  terms shall have the
          meanings specified:

     Accounting Date        31 August 2000.

     Associated Person      the meaning given  in section  OD7(1) of  the Income
                            Tax Act 1994.

     Business Day           a day  (other than  a Saturday  or Sunday)  on which
                            registered banks are open for business in Auckland.

     Business Records       all books of account, Financial Statements, records,
                            files,  data,   databases,   certificates  or  other
                            evidence   of  title  to  assets   and   information
                            howsoever recorded or stored relating to or required
                            for the business of the

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Agreement for Sale and Purchase of Shares                                      2


                            Company or pertaining to its affairs.

     Cashflow               the  meaning  ascribed  to that  term in the  Escrow
                            Agreement.

     Charge                 includes  option,  right to acquire,  lien,  pledge,
                            mortgagee,  assignment,  charge,  security interest,
                            bailment,  or encumbrance or adverse interest of any
                            nature  whether legal or equitable and no matter how
                            arising but  excluding  claims of suppliers of goods
                            subject to retention of title provisions supplied in
                            the normal course of business.

     Company                CERTUS  PROJECT   CONSULTING   LIMITED,   a  company
                            incorporated under the Companies  Reregistration Act
                            1993 as a company  whose  shareholders  have limited
                            liability  under No.  956008  having its  registered
                            office at 49A Vauxhall Road  Devonport  Auckland and
                            having its  capital  divided  into  80,000  ordinary
                            shares  each which  rank pari passu in all  respects
                            and which  have been  issued  and  allotted  and are
                            fully paid up as to 100% of the liability  attaching
                            to such shares.

     Completion             completion  by the parties of the sale and  purchase
                            of the Shares as provided in clause 6.

     Completion             Date the actual date of  Completion  being the later
                            of 31  October  2000 or 7 days  after  the  date the
                            conditions  referred  to  in  clause  10  have  been
                            satisfied  or waived by the party  entitled to waive
                            the same (whichever is the later) or such other date
                            as may be agreed upon by the parties.

     Consideration          A sum calculated as follows:

                            The lower of:

                            (i)  one and one half times the Sales Revenue of the
                                 Company excluding GST; or

                            (ii) 21.72  times the Net Profit  before Tax for the
                                 Company

                            provided  that  the  price  shall  not  exceed  $2.5
                            million.

     Consideration          Shares fully paid ordinary  shares in the capital of
                            BKI  issued in  accordance  with the  provisions  of
                            clause 3.1.  Such shares  shall rank in all respects
                            pari passu with the existing  ordinary shares in the
                            capital of BKI.

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Agreement for Sale and Purchase of Shares                                      3


     Constitution           the Constitution of the Company.

     Costs                  includes  any and all costs (on a solicitor  and own
                            client   basis),   expenses,   damages,   penalties,
                            interest, compensation, and awards.

     Disclosure Letter      the  letter   from  the  Vendor  to  the   Purchaser
                            disclosing  information  pursuant  to  clause  8 and
                            Schedule 2.

     Escrow Agreement       the Escrow Agreement in the form annexed as Annexure
                            3 to be  entered  into by BKI,  the  Vendor  and the
                            Trustee.

     Exchange Rate          the average  between the  WestpacTrust  buy and sell
                            rates for the exchange of $NZ to $CAD,  at the close
                            of business on the date  specified in this Agreement
                            or  where  a date  is  not  specified,  on the  last
                            Business  Day  prior  to the  date  of the  relevant
                            transaction.

     Financial Statements   each and every part of the  financial  statements of
                            the  Company  for the Year  which  ended on the Last
                            Accounting Date.

     GAAP                   Generally accepted accounting  principles adopted in
                            New Zealand.

     GST                    Goods and Services Tax levied under the GST Act.

     GST Act                Goods and Services Tax Act 1985.

     Intellectual Property  all   intellectual   property   and   includes   all
                            confidential information,  trade secrets,  drawings,
                            designs, techniques,  programmes,  processes, logos,
                            copyrights,   trade  or  service   marks,   patents,
                            registered designs, and other information and rights
                            capable  of being  protected  under New  Zealand  or
                            other laws  relating  to  intellectual  property  no
                            matter how  recorded or stored and any  applications
                            for same.

     Interest Rate          the cost of funds rate for the BKI Group.

     Last Accounting Date   31 August 2000.

     Net Profit before Tax  The net profit before tax for the Company for the 12
                            month  period  ending 31 August  2000 as  determined
                            from the audited annual accounts of the Company.

     Penalty Rate           the WestpacTrust Indicator Lending Rate plus 8%.

     Proceedings            includes  proceedings,   claims,  demands,  actions,
                            conferences, mediations, conciliations, compromises,
                            arbitrations, hearings or appeals arising out of,

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Agreement for Sale and Purchase of Shares                                      4


                            preliminary to or in connection  with any dispute or
                            alleged dispute.

     Related Company        a related company as defined sections 5 to 8 of the
                            Companies Act 1993.

     Sales Revenue          The sales  revenue  for the Company for the 12 month
                            period ending 31 August 2000 as determined  from the
                            audited annual accounts of the Company.

     Shares                 all of the existing issued shares in the capital of
                            the Company.

     Statutory Books        the Company's  Constitution,  and its Certificate of
                            Incorporation,  Directors' and Members' minute book,
                            Register  of  Members,  Register  of  Directors  and
                            Secretaries, Interests Register, Register of Charges
                            and Seal Register (if any).

     Strike Price           in respect  of the BKI shares to be issued  pursuant
                            to this  Agreement  is the last  sale  price for BKI
                            shares on the Toronto Stock  Exchange on 1 September
                            2000.

     Subsidiary             a  subsidiary  as defined in  sections 5 to 8 of the
                            Companies Act 1993.

     Taxation               all forms of taxation  (including without limitation
                            capital gains tax, income tax, surtax,  estate duty,
                            stamp  duty,  rates,  GST,  PAYE,  withholding  tax,
                            provisional tax, duties, customs and other import or
                            export  duties  and  all  other  statutory,  fiscal,
                            central   or   local    government    or   municipal
                            impositions,    duties   and    levies)    and   all
                            re-assessments,   penalties,   Charges,   Costs  and
                            interest    relating    to   such    taxation    for
                            non-compliance or otherwise.

     Trustee                Montreal Trust or such other trustee approved by the
                            Toronto Stock  Exchange or NASDAQ as the case may be
                            to hold BKI shares pursuant to the Escrow Agreement.

     Warranties             the representations, warranties, and undertakings of
                            the Vendor set out in Schedule 1.

     Year                   a  financial  year  from 1 April  to 31 March in the
                            next year.

     1.2  Interpretation: In the interpretation of this Agreement, unless the
          context otherwise requires:

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Agreement for Sale and Purchase of Shares                                      5


        1.2.1   References to the parties  include their  respective  executors,
                administrators, successors and permitted assigns;

        1.2.2   References to persons include individuals,  partnerships, firms,
                associations, corporations and unincorporated bodies of persons,
                government or semi-government or local body or municipal bodies,
                and  agencies  or  political  subdivisions  of them in any  case
                whether having separate legal personality or not;

        1.2.3   Words in the singular shall include the plural and vice versa;

        1.2.4   Words importing one gender shall include the other genders;

        1.2.5   Any obligation not to do anything  includes an obligation not to
                suffer, permit or cause that thing to be done;

        1.2.6   Headings have been inserted for convenience only and shall not
                affect the construction of this Agreement;

        1.2.7   Reference to a statute includes all statutes amending,
                consolidating or replacing the statute referred to;

        1.2.8   References  to  clauses  and  schedules  shall be  construed  as
                references to the same in this Agreement.

     1.3  Joint and Several Liability: If a party comprises more than one person
          then each  person  comprising  that party  shall be bound  jointly and
          severally.

     1.4  Time of the  Essence:  Time shall be of the essence of this  Agreement
          both as to dates and periods.

     1.5  Precedence  of  Documents:  If  there  is  any  conflict  between  the
          provisions of this Agreement and the Escrow Agreement,  the provisions
          of this Agreement shall prevail.

     1.6  New Zealand Currency.  Unless stated a reference to dollars shall be a
          reference to New Zealand currency.

     1.7  Covenantors'  Guarantee.  In consideration  of the Purchaser  entering
          into this Agreement at the request of the  Covenantors the Covenantors
          jointly and severally unconditionally and irrevocably guarantee to the
          Purchaser  the due and  punctual  performance  and  observance  by the
          Vendor of its obligations under this Agreement and notwithstanding any
          other provision in this Agreement this guarantee shall not be affected
          by the granting of time or other indulgence on the part of the Vendor.

2.   Agreement for Sale and Purchase

     2.1  Sale and Purchase:  The Vendor agrees to sell and the Purchaser agrees
          to purchase the Shares for the Consideration.

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Agreement for Sale and Purchase of Shares                                      6


     2.2  Accrual Rules: The Consideration is the lowest price the parties would
          have  agreed  upon at the  date of this  Agreement  for the  sale  and
          purchase of the Shares and is consequently the core acquisition  price
          pursuant to Section OB1(c) of the Income Tax Act 1994.

     2.3  Audit: The Purchaser shall, at its cost,  appoint Deloittes to conduct
          a financial  review.  Deloittes  shall,  if required by the Purchaser,
          audit the Financial  Statements  and the financial  statements for the
          Company for the Year ending on the Accounting  Date.  Such audit shall
          be  conducted  by  Deloittes  adopting  GAAP  which  shall be  applied
          consistently over the various audit periods.

     2.4  Calculation   of   Consideration:   Deloittes   shall   calculate  the
          Consideration  in accordance  with GAAP.  The Vendor shall be provided
          with a copy of the Deloittes  calculations and a period of 10 Business
          Days  following  receipt  of such  calculations  to  review  and  make
          submissions  on the  mode of  calculation.  Following  expiry  of such
          period, if the Vendor raises no objection,  the Deloittes calculations
          shall be deemed  to have been  accepted  and shall be  binding  on the
          parties.

     2.5  Resolution of Dispute regarding  Consideration:  In the event that the
          Vendor  objects to the  calculation of the  Consideration  pursuant to
          clause 2.4 the parties shall refer it to an  independent  expert to be
          agreed by the parties,  and if no agreement can be reached  within ten
          Business  Days of the  objection,  to be nominated by the President of
          the Institute of Chartered  Accountants  of New Zealand.  The expert's
          determination  shall be final and binding upon the parties.  The costs
          of the  expert  shall be borne  equally  between  the  Vendor  and the
          Purchaser.  Each  party  shall  cooperate  fully  with the  expert and
          provide all documents and assistance necessary to enable the expert to
          make a determination.

3.   Consideration and Payment

     3.1  Satisfaction  of  Consideration:  The  Consideration  shall be paid or
          satisfied by the by way of the issue and  allotment to the Vendor free
          from all Charges of the Consideration Shares.

     3.2  Issue of Shares: BKI shall issue the Consideration  shares pursuant to
          clause  3.1 on  completion  of the  calculation  of the  Consideration
          pursuant  to clause  2.4 in numbers  which have a value  (based on the
          Strike  Price  converted  to $NZ at the  Exchange  Rate at 1 September
          2000) equal to the Consideration.

     3.3  Trust:  The  Consideration  Shares  shall  initially  be issued to the
          Trustee  to be held in escrow  pursuant  to the Escrow  Agreement  and
          subject  to the  escrow  specified  in  clause  3.4 and in the  Escrow
          Agreement.

     3.4  Escrow Provisions:

        3.4.1   Release of Consideration Shares: The Consideration Shares shall
                be held by the Trustee and released upon the following terms:

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Agreement for Sale and Purchase of Shares                                      7


          (a)  Escrow Period:  None of the Consideration  Shares may be released
               by the Trustee or sold by the Vendor before 31 August 2001.

          (b)  Proportional  Sale of Shares:  Subsequently  not more than 25% of
               the Consideration Shares shall be sold by the Vendor in any given
               business trading quarter.

4.   Consideration Shares Value Indemnity

     4.1  The Purchaser will indemnify the Vendor against a drop in the value of
          the Consideration Shares upon the following terms:

        4.1.1   In the  event  that the  market  value of  Consideration  Shares
                released from escrow is below the Strike Price (both denominated
                in Canadian dollars) then the Purchaser shall within 10 business
                days of the notice given by the Vendor under clause 4.1.3,  give
                the Vendor ( in cash or further  BKI shares at the option of the
                Purchaser) a sum equivalent to the difference between the Strike
                Price and the market  value as at the date that the market value
                is determined in accordance with clause 4.1.3.

        4.1.2   This indemnity applies during the following periods:

                ----------------------------------------------------------------
                Proportional      Quantity released from    Expiry of
                Release Date      Escrow                    Guarantee Date
                ----------------------------------------------------------------
                31 August 01      25% of total              30 November 01
                ----------------------------------------------------------------
                30 November 01    25% of total              28 February 02
                ----------------------------------------------------------------
                28 February 02    25% of total              31 May 02
                ----------------------------------------------------------------
                31 May 02         25% of total              31 August 02
                ----------------------------------------------------------------

        4.1.3   To invoke  the  indemnity  the  Vendor  must,  within the period
                between  the  Proportional   Release  Date  and  the  Expiry  of
                Guarantee  Date for that tranche notify the Purchaser in writing
                of its  intention  to invoke the  indemnity  For the  purpose of
                calculating  the sum to be paid under the  indemnity  the market
                value of the shares  shall be the last sale price for BKI shares
                on the Toronto  Stock  Exchange on the day prior to the Vendors'
                notice being received by the Purchaser.

        4.1.4   The Vendor shall be entitled to give only one notice pursuant to
                clause 4.1.3 in relation to each tranche of Consideration Shares

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Agreement for Sale and Purchase of Shares                                      8


5.   Parties' Obligations on or before Completion

     5.1  Vendor's Obligations: On or before Completion the Vendor shall:

        5.1.1   Disclosure:  Deliver to the Purchaser within 10 business days of
                execution of this Agreement the Disclosure  Letter signed by the
                Vendor.

        5.1.2   Release of Liability  to  Associated  Persons:  Procure that the
                Company  is  released  unconditionally  from all  liability  and
                obligations  whatsoever  (whether  actual or  contingent) to the
                Vendor or any Associated  Persons of the Vendor. If such release
                is not or cannot  properly be  provided on or before  Completion
                then the Vendor will  indemnify  the  Company and the  Purchaser
                from and  against all Costs and  Proceedings  in respect of such
                liability and obligations.  Liabilities and obligations incurred
                in respect of normal trade  purchases or  transactions  on usual
                commercial  terms  for  payment  and  performance  shall  not be
                required to be so released.

        5.1.3   Access  to  Business:   Ensure  that  the   Purchaser   and  its
                representatives  have full access to the Statutory Books and the
                Business  Records  from the date of this  Agreement  and will be
                given  promptly  all  information  they may  reasonably  require
                concerning the business or affairs of the Company.

        5.1.4   Filing  of   Satisfactions   of  Charges:   File   memoranda  of
                satisfaction  with the  Registrar of  Companies,  the High Court
                Chattels  Register  or the Land  Transfer  Office  or the  Motor
                Vehicles  Security  Register (as  appropriate) in respect of all
                Charges registered against the property of the Company.

        5.1.5   Employment  Contracts:   Procure  the  execution  of  employment
                contracts  between  (at  Purchaser's  option) the Company or the
                Purchaser as employer and each of Greg  Woolley,  Brett  Arthur,
                and Hamish Miles and such other members of the  Company's  staff
                as may be selected by the Purchaser in a form  acceptable to the
                Purchaser.  The  employment  contracts  will be  based  upon the
                standard terms of executive  employment  contract adopted by the
                Purchaser  at the  Completion  Date,  and will  incorporate  the
                following terms:

               (a)  Greg Woolley:  $100,000  gross base  including car allowance
                    plus $50,000  gross  variable  (based on the NPBT result vs.
                    budget  for the  Professional  Services  Division).  Role to
                    manage  the  Professional  Services  Division  reporting  to
                    Richard Justice, CEO of the Purchaser.

               (b)  Brett Arthur:  $100,000  Gross base  including car allowance
                    plus $50,000 gross  variable  (based on the Northern  Region
                    NPBT  result  vs.  budget  for  the  Professional   Services
                    Division).

               (c)  Hamish Miles:  $100,000  Gross base  including car allowance
                    plus $50,000 gross  variable  (based on the Northern  Region
                    Gross  Margin   performance   vs.  budget  for  the  project
                    management   practice  within  the   Professional   Services
                    Division).

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Agreement for Sale and Purchase of Shares                                      9


        5.1.6   Personal  Assets:  Procure  that all assets owned by the Company
                but principally  employed for the personal use of the Vendor are
                sold  and  removed  from  the  Company  asset  register  by  the
                Completion Date.

        5.1.7   Consultation:  Consult  with the  Purchaser  in  relation to all
                matters which  materially  affect the Company or its  operations
                including  items of capital  expenditure  and  general  expenses
                totalling  more than  $5,000 or  falling  outside  the  ordinary
                course of business of the Company.

        5.1.8   Constitution:  Procure the adoption of a new Constitution by the
                Company which has been approved by the Purchaser.

        5.1.9   Business  Plan:  Will  cooperate with the Purchaser to prepare a
                concise  business  plan for the  Brocker  Professional  Services
                Division  Auckland,  which  is to be  comprised  of the  Company
                following  Completion,   merged  with  the  Purchaser's  current
                professional   services  activities  including  its  Pritec  and
                Imprise New Zealand divisions. The plan will include details of:

               (a)  The  business   objectives  of  the  Professional   Services
                    Division (PSD).

               (b)  The roles and responsibilities for the PSD Management Team.

               (c)  Employment   terms,   KPIs  and  remuneration  for  the  PSD
                    Management Team.

               (d)  The planned structure for the new PSD entity.

               (e)  The  role  of  the  PSD  Management  Team  in  any  proposed
                    acquisitions.

               (f)  Information technology and human resources practices.

               (g)  The location of offices for the PSD, in the Auckand CBD.

     5.2  Supervision and  Implementation of Business Plan: Mike Ridgway will be
          the executive  sponsor for the  development,  approval and sign off of
          the  business  plan,  and will remain as the  project  sponsor for all
          projects  identified  in  the  business  plan.  The  execution  of the
          business plan will be the  responsibility  of the services  management
          team of the PSD.

     5.3  Purchaser's  Obligations:  The Purchaser  shall use best endeavours to
          obtain a release of the Vendor of all personal  liabilities  which may
          arise  after  Completion  in  relation  to  personal   guarantees  (as
          specified  in Item 2 of Schedule 3) provided by any of them in respect
          of  obligations  of the  Company.  Should  any  such  releases  not be
          procured then the Purchaser  shall  indemnify the Vendor in respect of
          all Costs and  Proceedings  which arise in  relation  to his  personal
          guarantees for acts or omissions of the Company after Completion.

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Agreement for Sale and Purchase of Shares                                     10


6.   Completion

     6.1  Initial Settlement: Completion shall take place on the Completion Date
          at the offices of the  Purchasers'  solicitors  Lowndes Jordan at 2.15
          p.m.  or at such other  time or place as the  parties  shall  agree at
          which time the  Purchaser  shall be entitled to the  possession of the
          business  conducted  by the  Company  and the Vendor  will hand to the
          Purchaser:

     6.2  Share  Transfers:  Transfers of the Shares to the Purchaser and/or its
          nominee duly executed by the Vendor in registrable form;

        6.2.1   Share  Certificates:  The  share  certificates  (if any) for the
                Shares or if none have been issued a statutory declaration by an
                officer of the Company to such effect;

        6.2.2   Pre-emptive  Rights  Waivers:  A waiver signed by the Vendor and
                each of them  whereby  they  waives  all  rights of  pre-emption
                conferred  on any of them by the  Constitution  or  otherwise in
                respect of the transfer of all or any of the Shares;

        6.2.3   Directors'  Resolutions:  Evidence of the  passing of  effective
                resolutions  of the  Directors  of the Company to  register  the
                transfer of the Shares into the name of the Purchaser and/or its
                nominee in the  Register of Members of the Company in respect of
                the Shares;

        6.2.4   Shareholders' Resolutions:  Evidence of the passing of effective
                shareholders' resolutions appointing Michael Ridgway and Richard
                Justice as directors of the Company and adopting a  Constitution
                for the Company pursuant to clause 5.1.8;

        6.2.5   Releases of Charges over Shares:  Unconditional  releases of any
                Charges over any of the Shares;

        6.2.6   Company Records: The Statutory Books and the Business Records of
                the Company;

        6.2.7   Pre-conditions:  Evidence satisfactory to the Purchaser that the
                Vendor has fulfilled its obligations under clause 5.

7.   Default

     7.1  Default by Vendor:  Without  prejudice  to clause 9, if the Vendor has
          not  fully  complied  with  the  provisions  of  clauses  5  or  6  on
          Completion, the Purchaser may (in addition to and without prejudice to
          all other  rights or remedies  available to the  Purchaser  under this
          Agreement or otherwise) at the Purchaser's option:

        7.1.1   Rescind: Rescind this Agreement; or

        7.1.2   Completion:  Effect  Completion  so  far as  practicable  having
                regard to the defaults  which have occurred  (without  releasing
                the Vendor from

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Agreement for Sale and Purchase of Shares                                     11


                liability to comply as soon as possible with the
                Vendor's obligations under clauses 5 and 6).

     7.2  Default by Purchaser:  If from any cause whatsoever  except default of
          the Vendor:

        7.2.1   Interest:  Any portion of the Consideration is not paid upon the
                due date for  payment  the  Purchaser  shall  pay to the  Vendor
                interest  calculated  at the Interest Rate on the portion of the
                Consideration  so  unpaid  from the due date for  payment  until
                payment.

        7.2.2   Other Action: The Purchaser and/or BKI shall be in default under
                this Agreement then the Vendor may:

               (a)  Sue the Purchaser for specific performance; or

               (b)  Cancel this agreement and sue the Purchaser for damages.

8.   Warranties

     8.1  Vendor's  Warranties:  The  Vendor  warrants  and  undertakes  to  the
          Purchaser in terms of the Warranties that:

        8.1.1   Investigations not to affect Warranties:  Except as disclosed in
                Schedule 2 and/or the Disclosure  Letter,  the Warranties  shall
                not be modified,  qualified or discharged or in any way affected
                by any  investigation  made by the Purchaser into the affairs of
                the Company;

               (a)  Separate and  Independent:  Each of the Warranties  shall be
                    separate and  independent  and save as  expressly  otherwise
                    provided  shall not be limited by  reference to any other of
                    the Warranties or any other provision of this Agreement.

               (b)  Reliance on  Warranties:  The Vendor  acknowledges  that the
                    Purchaser has entered into this Agreement in reliance (among
                    other things) on the Warranties.

     8.2  Vendor's Covenants: The Vendor warrants,  represents and undertakes to
          the Purchaser and also as a separate covenant to the Company:

        8.2.1   Indemnity:  That the  Vendor  will  keep the  Purchaser  and the
                Company  fully  indemnified  against all and any depletion in or
                reduction in the value of the Shares or any of the assets of the
                Company and all  Proceedings  and Costs  reasonably  suffered or
                incurred  by the  Purchaser  or the Company as a result of or in
                relation  to  any  breach  or   non-fulfilment  of  any  of  the
                Warranties  and all  Costs  incurred  in  making,  defending  or
                compromising  any  Proceedings  in  relation to facts or matters
                which are a breach or non-fulfilment; and

        8.2.2   No  Representations  Made: That no promise or representation has
                been made to them in  connection  with any of the  Warranties or
                the Disclosure

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Agreement for Sale and Purchase of Shares                                     12


                Letter in  respect of  which the Company or any of the directors
                or employees of the Company might be liable; and

        8.2.3   No Breach of  Warranties  Prior to  Completion:  That the Vendor
                will, so far as they are able,  procure that (except only as may
                be necessary to give effect to this Agreement)  neither they nor
                the  Company  shall do,  allow or  procure  any act or  omission
                before  Completion which would constitute a breach of any of the
                Warranties  if  they  were  given  at any  time  prior  to or on
                Completion or which would make any of the Warranties  inaccurate
                or misleading if they were so given; and

        8.2.4   Disclosure of Change in Circumstances: The Vendor will forthwith
                disclose in writing to the  Purchaser  any matter or thing which
                may arise or become  known to any of them after the date of this
                Agreement and prior to Completion which:

               (a)  is  inconsistent  with any of the  Warranties or which might
                    render any of them  inaccurate or  misleading  when given at
                    Completion; or

               (b)  might be material  to be known by a  Purchaser  for value of
                    the Shares;

               (c)  might  have a  material  adverse  effect on the value of the
                    Shares or any of the assets of the Company.

        8.2.5   Warranty  Limitations:  Notwithstanding  any other provisions of
                this Agreement, the warranties are made and given subject to the
                provisions of Schedule 2.

     8.3  Purchaser  Warranties to Vendor: The Purchaser warrants represents and
          undertakes to the Vendor:

        8.3.1   Purchaser's  Power:  The Purchaser has the legal right and power
                to enter into this  Agreement  and  purchase the Shares from the
                Vendor.

        8.3.2   BKI's  Power:  BKI has the legal  right and power to enter  into
                this Agreement and the Escrow Agreement.

        8.3.3   Authorisation:  The execution,  delivery and performance of this
                Agreement and the Escrow  Agreement have been duly authorised by
                all  necessary  corporate  action  and  each of  them is  valid,
                binding  and   enforceable   against  the   Purchaser   and  BKI
                respectively.

9.   Rights of Rescission

     9.1  Rescission for Breach:  Without  prejudice to clause 7, if on or prior
          to Completion it should be found that:

        9.1.1   Unfulfilled Obligations:  Any obligation of the Vendor contained
                in this Agreement is or will on Completion be unfulfilled; or

<PAGE>
Agreement for Sale and Purchase of Shares                                     13


        9.1.2   Breach of  Warranties:  Any Warranty is or may at  Completion be
                inaccurate or misleading

        then the Purchaser may, without  prejudice to any other rights available
        to it under  clause 9.2 of this  Agreement,  by notice in writing to the
        Vendor, rescind this Agreement.

     9.2  Effect of Rescission:  Rescission of this  Agreement  under clause 9.1
          shall  not  extinguish  any  right  of the  Purchaser  to  damages  or
          compensation.

     9.3  Rescission  for  Matters  other  than  Default:  If  on  or  prior  to
          Completion:

        9.3.1   Destruction  of  Assets:  Any  asset  of the  Company  shall  be
                destroyed  or damaged to an extent  which in the  opinion of the
                Purchaser  materially  and adversely  affects the Company or the
                carrying on of the business of the Company; or

        9.3.2   Material  Adverse  Change:  Any other  event  shall  occur which
                affects or is likely to affect  adversely  to a material  degree
                the  Company  or the  financial  position,  business,  assets or
                profitability  of the  Company or the value of the Shares to the
                Purchaser,  the Purchaser shall be entitled by notice in writing
                to the Vendor to rescind this  Agreement,  but the occurrence of
                such an event  shall not give rise to any  right to  damages  or
                compensation  except where the Vendor have failed to give notice
                of such event as required by clause 8.2.4.

10.  Conditions

     10.1 This Agreement is conditional upon:

        10.1.1  Asset Lessor's Consent: Consent being given by the lessor of any
                assets  leased  by or on hire  or  conditional  purchase  to the
                Company to the transfer of the Shares to the Purchaser where the
                failure to obtain  such  consent  might  constitute  an event of
                default  under  such  lease  or  hire  or  conditional  purchase
                agreement; and

        10.1.2  Government  or Regulatory  Consents:  Consent being given by any
                New Zealand,  Canadian or United States government or regulatory
                body whose  consent is  required  to enable  Completion  of this
                Agreement; and

        10.1.3  Material Contractors' Consent:  Consent being given by the other
                party or parties to any agreement under which the Company enjoys
                any material  benefit where without such consent such  agreement
                might be terminated, which agreements include without limitation
                those specified in Item 1, Schedule 4; and

        10.1.4  Stock  Exchange  Approval:  The  approval of the  Toronto  Stock
                Exchange  and,  at the option of the  Purchaser,  the consent of
                NASDAQ.

        10.1.5  Board  Approval:  The  approval of the board of directors of the
                Purchaser and of BKI.

<PAGE>
Agreement for Sale and Purchase of Shares                                     14


        10.1.6  Board  Approval:  The  approval of the board of directors of the
                Vendor.

     10.2 Fulfilment  of  Conditions:  Each of the parties shall do all acts and
          things   reasonably   necessary  to  procure  the  fulfilment  of  the
          conditions set out in clause 10.1

     10.3 Failure of Conditions: Should:

        10.3.1  Not Satisfied:  Any of the conditions set out in clause 10.1 not
                be  fulfilled  or waived (as the case may be) by the  Completion
                Date or such later date as may be agreed by the parties; or

        10.3.2  Unreasonable  Conditions:  Any consent or  approval  required in
                terms of the  conditions  set out in clause  10.1 be  granted on
                terms not reasonably acceptable to any affected party

           then this  Agreement  shall be voidable by notice in writing and upon
           issue of such notice this  Agreement  shall then be at an end and the
           parties shall not have any further rights or obligations  except that
           the  Vendor   will  repay  any   deposit  or  part   payment  of  the
           Consideration.

11.      Non Competition

11.1       Non-Competition: In consideration of the Purchaser entering into this
           Agreement and as a condition  precedent the Covenantors  (and each of
           the  Covenantors  individually)  acknowledge  that  the  value of the
           Consideration  is dependent  upon and the Purchaser has agreed to pay
           the Consideration on the basis that the Covenantors will not carry on
           a business  the same as or in  substantial  competition  with that at
           present carried on by the Company in opposition to the Company or the
           Purchaser  after  Completion  for  the  period  specified  below  and
           accordingly  the  Covenantors  covenant and agree with the  Purchaser
           that:

11.2       Business:  Each of them  will not  during a period of 1 year from the
           termination  of his Service  Agreement  with the Company or Purchaser
           provided for in clause 5.1.5 at any place in New Zealand or the South
           Pacific be directly or indirectly  engaged or connected or interested
           in a Business either on his own account or as a partner with or as an
           employee of any other person or as a shareholder,  director, officer,
           consultant,  adviser  or  employee  of  any  person  or  directly  or
           indirectly assist financially any such Business except:

        11.2.1  as a servant of the Company,  the  Purchaser or a Subsidiary  of
                the Purchaser; or

        11.2.2  with the prior written consent of the Purchaser; or

        11.2.3  as holder of not more than 5% of the  shares in the  capital  of
                any public company if and only so long as such shares are listed
                on any official stock exchange; and

<PAGE>
Agreement for Sale and Purchase of Shares                                     15


     11.3 Orders:  None of them will not on his own  account or for any  person,
          enterprise, firm, trust, joint venture or syndicate solicit orders for
          such Business  otherwise  than for the benefit of the Company from any
          person,  firm  or  company  who  at  the  Completion  Date  was or had
          previously been a customer of the Company; and

     11.4 Employees: None of them will not on his own account or for any person,
          enterprise,  firm, trust, joint venture or syndicate entice or attempt
          to entice away from the Company or the  Purchaser  any employee of the
          Company or of the Purchaser or of any Subsidiary of the Purchaser.

     11.5 Provisions with respect to Covenants:  Each of the covenants contained
          in clause 11.1 shall:

        11.5.1  Separate and  Severable:  Be separate and  severable  and to the
                extent that any such provision is unenforceable by reason of its
                period,  scope  or  area  being  held by a  court  of  competent
                jurisdiction  to be  unreasonable,  then such provision shall be
                limited to the  maximum  period,  scope or area which such court
                considers reasonable and shall be enforceable on those terms;

        11.5.2  Benefit of Purchaser  and  Assigns:  Be given for the benefit of
                and  be  enforceable  by  the  Purchaser  and  the   Purchaser's
                successors and assigns.

12.  Arbitration

     12.1 Submission:  If any dispute or  difference  shall arise between any of
          the  parties  in any way  arising  out of or in  connection  with this
          Agreement  such  dispute  or  difference  shall  be  referred  to  the
          arbitration pursuant to the Arbitration Act 1996.

13.  General

     13.1 Non-Merger:   The   warranties,   indemnities,   representations   and
          undertakings set out in this Agreement shall  notwithstanding any rule
          of law to the  contrary  not  merge  in the  instruments  of  transfer
          executed pursuant to this Agreement but shall remain in full force and
          effect and enforceable to the fullest extent.

     13.2 No Announcement:  The parties agree that (except as may be required by
          law or by the  requirements  of the Toronto Stock  Exchange) they will
          not make any  announcement  or disclosures as to the subject matter of
          this  Agreement  except in a form and  manner  and at such time as all
          parties may agree.

     13.3 Notices:  Any notice to be given pursuant to this  Agreement  shall be
          given in accordance  with and subject to the  following  provisions of
          this clause 13.3:

        13.3.1  In Writing: Notices shall be in writing;

        13.3.2  Delivery:  Without  prejudice  to any other  sufficient  mode of
                delivery,  a notice may be sent by hand,  prepaid post, telex or
                facsimile  to the  address  or  number  (in the case of telex or
                facsimile) of the intended

<PAGE>
Agreement for Sale and Purchase of Shares                                     16


                recipient  last  advised to the sender in  accordance  with this
                clause. The initial addresses and numbers of the parties are:

                Vendor: c/o McVeagh Fleming (attention Geoff Baxter)
                Level 15
                155 Queen Street,
                Auckland
                P.O. Box 4099
                Facsimile: 379-4230

                Purchaser:
                P.O. Box 99 222
                Newmarket
                17 Kahika Road Beachhaven AUCKLAND
                Facsimile: 481 9981

        13.3.3  Notice by Hand:  Subject to clause 13.3.6, a notice delivered by
                hand shall be received on delivery;

        13.3.4  Notice by Post:  Subject  to  clause  13.3.6,  a notice  sent by
                prepaid  post shall be deemed to be  received 3 days after being
                posted;

        13.3.5  Notice by Telex or Facsimile: Subject to clause 13.3.6, a notice
                sent by telex or facsimile shall be deemed to be received at the
                time of transmission  where a transmission  report or answerback
                code  produced  by the  sender's  machine  indicates  successful
                transmission;

        13.3.6  Receipt Outside Business Hours: Any notice received or deemed to
                be received  pursuant to clauses 13.3.3,  13.3.4 or 13.3.5 after
                5.00  p.m.   (recipient's   time)  on  a  Business  Day  in  the
                recipient's  city or on a day which is not a Business Day in the
                recipient's  city  shall be deemed to be  received  at 9.00 a.m.
                (recipient's  time) on the next Business Day in the  recipient's
                city;

     13.4 Proof of  Delivery:  In  proving  delivery  of a  notice,  it shall be
          sufficient:

        13.4.1  By Hand:  In the case of a notice by hand,  to provide  evidence
                that the notice was  delivered  to the address of the  recipient
                and no acknowledgement from the recipient shall be necessary;

        13.4.2  By Post:  In the case of a notice by post,  to provide  evidence
                that the notice was correctly  addressed and posted in a prepaid
                envelope;

        13.4.3  By Telex  or  Facsimile:  In the  case of a  notice  by telex or
                facsimile,  to provide the  transmission  report produced by the
                sender's  machine  showing  a  successful  transmission  to  the
                correct  number  of the  recipient  and to have  telephoned  the
                recipient to confirm receipt of a legible copy of such notice.

<PAGE>
Agreement for Sale and Purchase of Shares                                     17


     13.5 Applicable Law and  Jurisdiction:  This Agreement shall be governed by
          and  construed  and  interpreted  in  accordance  with the laws of New
          Zealand  and  the  parties   irrevocably   submit  to  the   exclusive
          jurisdiction of the New Zealand courts.

     13.6 Further  Assurance:  The parties will do all things including  without
          limitation  the  execution  of documents as shall be necessary to give
          full effect to this Agreement.

     13.7 Entire Agreement:  This Agreement  including all schedules,  annexures
          and  exhibits  to  it,  and  any  documents  incorporated  by  express
          reference forms the entire  agreement  between the parties relating to
          its  subject   matter  and   supersedes   all  prior   agreements  and
          understandings  between  the  parties  with  respect  to that  subject
          matter.  If there is any conflict  between the terms of this  document
          and any

     13.8 Variation:  This  Agreement  may only be varied by an express  written
          agreement executed by all the parties or by persons duly authorised in
          writing on their respective behalf.

     13.9 Costs:  Each party shall bear their own costs of and incidental to the
          preparation,  Completion  and  implementation  of this  Agreement.  If
          either  party  elects  not to  proceed  with this  Agreement  prior to
          completion  then all  professional  fees  incurred by both  parties in
          relation to this Agreement and the  transactions  associated with this
          Agreement shall be borne by the party so withdrawing.

    13.10 Waiver:  No failure to exercise and no delay in exercising on the part
          of any party any right under this Agreement  shall operate as a waiver
          of that  right.  No  single or  partial  exercise  of any right  shall
          preclude  any other or further  exercise of such right or the exercise
          of any other right. Any such waiver unless otherwise  expressly agreed
          in   writing,   shall  only   apply  in  respect  of  the   particular
          circumstances for which it is given.

    13.11 Counterparts:   This   Agreement  may  be  signed  in  any  number  of
          counterparts,  all of which when taken together constitute one and the
          same instrument.  Any party may enter into this Agreement by executing
          any such  counterpart.  The parties will  co-operate  to circulate all
          counterparts to each other for the purposes of having all counterparts
          executed by all parties as soon as practicable following Completion.

14.  Execution

     14.1 Facsimile  Copy:  The execution of a facsimile  copy of this Agreement
          and its  transmission  by  facsimile  to all of the  parties  or their
          solicitors  shall be  sufficient  to  constitute a legal  contract and
          satisfy the requirements of section 2 of the Contracts Enforcement Act
          1956.

     14.2 Original  Copy: If any party  requires the original  signed  facsimile
          copy  shall be  delivered  to that  party  within 5  Business  Days of
          request  being made.  If the original is not delivered any party which
          accepts a facsimile copy may in any  proceeding  produce the facsimile
          copy. In such case no party may object to such copy being  produced as
          an original and all parties  shall be deemed to have waived

<PAGE>
Agreement for Sale and Purchase of Shares                                     18


          any law of evidence or other  requirement that an original be produced
          as evidence of the existence or contents of the original.

     14.3 Parties  Bound:  Each party shall only become bound by this  Agreement
          when it has been executed by or on behalf of such party.

<PAGE>

                                   Schedule 1

                             Warranties (clause 7.1)


1.   General

     1.1  Disclosure  Letter:  All  information  contained or referred to in the
          Disclosure  Letter is true complete and accurate in all respects.  The
          Vendor is not aware of any other fact or matter which renders or might
          upon its disclosure render any such information misleading.

     1.2  Agreement:  The provisions of the recitals to this  Agreement,  clause
          1.1 of this Agreement and all  information  contained in the Schedules
          and  Annexures  to this  Agreement  are  complete  and  correct in all
          respects.

     1.3  Information  Supplied:  To the best of the knowledge of the Vendor all
          information  contained in any written  documentation  or communication
          supplied by or on behalf the Vendor to the  Purchaser in the course of
          the  Purchaser's  due diligence  investigation  or in  discussions  or
          negotiations  leading  to the  signing  of this  Agreement,  including
          advice, answers to questions,  information,  books and papers given or
          shown to the Purchaser and/or any of its employees or  representatives
          by or on behalf of the Vendor is accurate  and not  misleading  in its
          context  whether by omission or otherwise.  The Vendor is not aware of
          any fact or matter not  disclosed to the  Purchaser  which renders any
          such information untrue, incorrect or misleading.

     1.4  All  Necessary  Disclosures  Made:  All the  facts  and  circumstances
          relating to the Shares and to the assets,  business and affairs of the
          Company  material  for  disclosure  to an  intending  Purchaser of the
          Shares have been fully and fairly  disclosed  to the  Purchaser or its
          advisers.  Any such material  facts  arising prior to Completion  will
          forthwith be disclosed in writing to the Purchaser or its advisers.

     1.5  Constitution:  The  Constitution  of the  Company  to be handed to the
          Purchaser  will be an accurate copy or an original,  if available,  of
          the  document in force at  Completion  and will have annexed a copy of
          every resolution required to be annexed by the Companies Act 1993.

2.   Shares

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Agreement for Sale and Purchase of Shares                                     19


     2.1  Shares:  The Shares  constitute  the whole of the issued and  allotted
          share capital of the Company.  They are and will be on Completion held
          by the Vendor in the Vendor's own right.

     2.2  Encumbrances:  There  is not any and  will  not at  Completion  be any
          Charge on, over or  affecting  the Shares.  There is no  agreement  or
          commitment  to give or create  any such  Charge and no demand has been
          made by any person claiming to be entitled to any such Charge.

     2.3  No Subsidiaries:  The Company never has had and does not have and will
          not prior to  Completion  without  the prior  written  consent  of the
          Purchaser  create or acquire any Subsidiary or any shares in any other
          company.

     2.4  No Increase in Capital:  The Company has not since the Last Accounting
          Date and will not pending  Completion  increase  its share  capital or
          subdivide, amalgamate, or consolidate the Shares or any of them.

     2.5  No Decrease in Capital: The Company has not at any time:

        2.5.1   Repaid or  agreed  to repay or redeem or buy back or  repurchase
                any  shares  of any  class of its  share  capital  or  otherwise
                reduced  or agreed to reduce  its  issued  share  capital or any
                class of its share capital

        2.5.2   Amalgamated or agreed to amalgamate with any other company.

     2.6  No Related Companies: The Company has no Related Companies

     2.7  No Change of Capital  Structure or Name: The Vendor will not permit to
          be passed before Completion any resolution by the Company:

        2.7.1   Altering its share capital;

        2.7.2   Altering  the  rights  or  obligations  attaching  to any of the
                Shares;

        2.7.3   Changing its name;

        2.7.4   Altering its Constitution.

3.   Records

     3.1  Books of Account:  All the Business Records and Statutory Books are in
          the Company's  possession or under its control and have been fully and
          correctly  completed  and will  pending  Completion  continue to be so
          completed.

     3.2  No Material Discrepancies: There are and will pending Completion be no
          material  inaccuracies  or  discrepancies  of any  kind  contained  or
          reflected in any of them. They give and reflect and at Completion will
          give and  reflect a true and fair view of the  financial,  contractual
          and trading  position  of the Company and of its plant and  machinery,
          fixed and current  assets and  liabilities  (actual  and  contingent),
          debtors and creditors, work in progress and stock.

<PAGE>
Agreement for Sale and Purchase of Shares                                     20


     3.3  Retention of Records: The Company holds and will on Completion have in
          its  possession  all books of Account  and other  records  which it is
          bound by law to retain in its possession either  indefinitely or for a
          particular period or periods of time.

4.   Financial Statements:

     4.1  True and Fair View: The Financial Statements are complete and accurate
          and give and  reflect and will at  Completion  give and reflect a true
          and fair view of the Company,  its activities and its financial status
          in all respects.

     4.2  Comply  with  Statute:   The  Financial  Statements  comply  with  all
          applicable  requirements  of the  Companies Act 1993 and the Financial
          Reporting Act 1993.

     4.3  GAAP: The Financial  Statements  have been prepared in accordance with
          generally accepted  accounting practice as that term is defined in the
          Financial  Reporting Act 1993 and to the extent  consistent  with such
          generally accepted accounting practice on a basis consistent with that
          adopted for preceding accounting periods.

     4.4  No Unusual or Extraordinary  Items:  The Financial  Statements are not
          affected by any unusual  extraordinary  exceptional  or  non-recurring
          items or by any other  factor  rendering  the  results  set out in the
          Financial  Statements (or any of them) unusually  better or worse than
          they (or any of them) might otherwise be or have been.

     4.5  Financial  Position:  The Financial  Statements  properly  reflect the
          financial  position of the Company as at the Last  Accounting Date and
          of its results for the accounting period ending on that date.

     4.6  Full  Disclosure:  The  Financial  Statements  fully  disclose all the
          assets and liabilities (whether ascertained,  contingent,  deferred or
          otherwise and whether or not quantified or disputed) of the Company as
          at the Last Accounting Date and make full provision and/or reserve for
          all such liabilities.

     4.7  Provisions for Losses:  The Financial  Statements  make full provision
          for any  foreseeable  losses which may arise on  Completion  and/or on
          realisation  of stock and/or on Completion of any existing or proposed
          contract.

     4.8  Provision  for Bad  Debts:  The  Financial  Statements  make  adequate
          provision  for all bad  and  doubtful  debts  of the  Company  and for
          depreciation of the fixed assets of the Company having regard to their
          original cost and estimated useful life.

     4.9  Financial  Commitments:  The Financial  Statements  fully disclose all
          financial commitments in existence as at the Last Accounting Date.

5.   Period Between  Agreement and Completion:  From the Last Accounting Date to
     Completion:

<PAGE>
Agreement for Sale and Purchase of Shares                                     21


     5.1  Conduct of Business:  The Company has carried on and will carry on its
          business  in an  efficient  normal  and  proper  manner  so  that  the
          financial  standing and position of the Company as at Completion  will
          not have deteriorated  materially from that disclosed in the Financial
          Statements;

     5.2  Liabilities:  The  Company  has not  incurred  and will not  incur any
          liability  (whether  contingent  or  otherwise)  and has not  made any
          payments except in the normal and ordinary course of business;

     5.3  Disposals: The Company has not disposed of and will not dispose of any
          material  portion of its undertaking or any material part of its fixed
          assets or any of its goodwill;

     5.4  Acquisitions:  The  Company has not  acquired  any assets of a capital
          nature and will not acquire any assets of a capital  nature  exceeding
          $5,000 in value without the Purchaser's prior consent;

     5.5  Revaluations:  The  Company  has not  revalued  upwards  and  will not
          revalue upwards any of its assets;

     5.6  Capital  Investments:  The Company  has not entered  into and will not
          enter into any material capital  investment or commitment in excess of
          $10,000 in aggregate or any major  transaction as that term is defined
          in section 129(2) of the Companies Act 1993;

     5.7  Dividends:  The  Company has not  declared,  paid or made and will not
          declare, pay or make any dividend, bonus or similar distribution;

     5.8  Insurance:  The Company has kept and will keep effectively  insured to
          the full insurable  amounts all assets and  undertaking of the Company
          against  all  normal  insurance  risks  including  reasonable  loss of
          profits insurance;

     5.9  Terms of Trade:  The  Company has not made or  permitted  and will not
          make or permit any change to any of its product  lines or to the terms
          or  conditions  of any agency  held by the  Company or to the  selling
          prices or terms and  conditions of sale of any products or services of
          the Company;

     5.10 Turnover:  The Company  has  attained a turnover no less than that for
          the corresponding period in the previous financial year;

     5.11 Deposits:  The  Company  has  deposited  and will  deposit all amounts
          received  by it to the  credit of its bank  account  and such  amounts
          appear in the appropriate books of Account;

     5.12 Debts:  The Company has paid and will continue to pay all its debts as
          they fell or fall due.

6.   Non-Disclosure of Liabilities

     6.1  If it is discovered  before or after Completion that the Company had a
          liability at the Completion  Date (whether  contingently or otherwise)
          to any person  prior to

<PAGE>
Agreement for Sale and Purchase of Shares                                     22


          the  Completion  Date except in the ordinary  course of business which
          liability has not been fully disclosed to the Purchaser,  then without
          prejudice  to any  other  rights of the  Purchaser,  the  Vendor  will
          immediately  upon demand by the  Purchaser,  pay to the  Purchaser the
          amount of each such liability after deducting from each such liability
          any saving to the Company in  Taxation as a result of such  liability.
          For the purposes of this clause:

     6.2  The word  liability  shall  include  liability  for or in  respect  of
          Taxation or any  re-assessment  of  Taxation  which the Company may be
          required to pay in respect of any period prior to the Completion  Date
          and which has not been so fully  disclosed  and any amount  whatsoever
          (including  all  Costs in  connection  therewith)  arising  out of any
          occurrence  or  happening  which  shall have taken  place prior to the
          Completion Date;

     6.3  Provision  of any  amount by way of note to the  Financial  Statements
          shall not be deemed to be  provision  of that amount in the  Financial
          Statements.

7.   Stock

     7.1  Valuation: The methods of valuing stock and work in progress as at the
          Last Accounting Date (which included a physical  stocktaking) were the
          same as those adopted for the 3 immediately preceding financial years.
          All  redundant  and  obsolete  stock was wholly  written off, all slow
          moving stock was written down  appropriately  and the value attributed
          to the remaining  stock did not exceed the lower of direct cost or net
          realisable value.

     7.2  Changes to Stock  Since  Last  Accounting  Date:  The stock on hand at
          Completion will comprise the stock as at the Last Accounting Date less
          stock  sold and with the  addition  of stock  bought  in the  ordinary
          course of business since that date. No stock currently held other than
          that written off or written down in the Financial  Statements or which
          are service spares, is slow moving, out of date or fashion,  redundant
          or obsolete or which will not realise its book value  within 12 months
          of the Completion Date.

8.   GST

     8.1  Registration:  The Company is  registered  for the purposes of the GST
          Act.

     8.2  Not a Member of a Group: The Company has not at any time been a member
          of a Group or been treated as a member of a Group for GST purposes. No
          application  for it to be so  treated  has at any time been or pending
          Completion  will be made.  No act or  transaction  has been or pending
          Completion  will be effected  which will  result in the Company  being
          held liable for any GST chargeable against some other company.

     8.3  Compliance  with  GST  Act:  The  Company  has  complied  and  pending
          Completion will comply in all respects with the GST Act legislation.

<PAGE>
Agreement for Sale and Purchase of Shares                                     23


     8.4  Maintenance  of  Records:  The  Company  has given  obtained  made and
          maintained and pending Completion will give, obtain, make and maintain
          complete correct and up to date invoices,  records and other documents
          appropriate or requisite for the purposes of the GST Act.

     8.5  No Arrears:  The Company is not and will not pending  Completion be in
          arrears with any payment or returns under the GST Act or liable to any
          abnormal or non-routine payment or any forfeiture or penalty or to the
          operation of any penal  provision  and where payment is not yet due or
          receivable has provided for such payment.

     8.6  All  Supplies  Taxable:  All  supplies  made  and to be  made  pending
          Completion by the Company are taxable  supplies and the Company is not
          and will not pending Completion be denied credit for any input tax.

9.   Taxation

     9.1  Returns Made: All forms, notices,  elections,  computations,  payments
          (including,  without  limitation,  any fines or penalties) and returns
          which should be made by the Company for any Taxation  purpose have and
          will at  Completion  have  been  made and are and will be  up-to-date,
          correct  and on a proper  basis and none of them is now the subject of
          any dispute with the Inland  Revenue  Department or any other Taxation
          collection   agency.   In  particular   the  returns  in  relation  to
          provisional Taxation will not give rise to any assessment,  adjustment
          or set-off  (including  any claim for interest on unpaid  Taxation) by
          the Inland Revenue Department.

     9.2  No  Knowledge  of Dispute:  There is no fact known to the Vendor after
          making due enquiry which might be the occasion of any dispute with the
          Inland Revenue Department or any other Taxation collection agency or a
          claim for  Taxation in respect of any period  prior to the  Completion
          Date which is not provided  for in the  financial  statements  for the
          Company as at the Last Accounting Date.

     9.3  Provision in Financial  Statements:  Full  provision and reserves were
          made  in  the   Financial   Statements  in  respect  of  all  Taxation
          liabilities  to or for which the  Company  was at the Last  Accounting
          Date or at any time since may have  become or may become  liable to be
          assessed  or  charged or to pay.  Provision  of any amount by way of a
          notice to the  Financial  Statements  shall not be a provision for the
          purposes of this paragraph.

     9.4  No  Non-commercial  Transactions:  The  Company  has  not at any  time
          entered into a transaction or series of transactions  containing steps
          inserted  without any  commercial  or business  purpose apart from the
          obtaining of a Taxation or stamp duty advantage.

     9.5  Debtors Recorded Appropriately:  All amounts included in the Financial
          Statements or (in the case of an amount  arising after the date of the
          Financial  Statements) in the books of the Company as due from Debtors
          represent amounts actually invoiced by the Company to such debtors not
          earlier  than 3 months  prior to the Last  Accounting  Date (or in the
          case of an amount  arising after the date of

<PAGE>
Agreement for Sale and Purchase of Shares                                     24


          the Financial  Statements  not earlier than 3 months prior to the date
          on which it was recorded in the books of the Company). No part of such
          amounts still  outstanding  has been released on terms that any debtor
          pays less than the full book value of its debt or has been written off
          or has  proved  to any  extent  irrecoverable  or is now  regarded  as
          irrecoverable or has been compromised on any terms.

10.  Loans

     10.1 No Undisclosed  Loans: The aggregate amount appearing in the Financial
          Statements  as being  outstanding  in  respect  of loans  owing by the
          Company was at the Last  Accounting Date the aggregate of all loans or
          financial   accommodation  of  whatever  nature  from  any  source  so
          outstanding.

     10.2 Loans Within Corporate Powers:  Such aggregate did not (and the amount
          outstanding in respect of loans owing by the Company does not and will
          not at Completion)  exceed any  limitation on the Company's  borrowing
          contained in its  Constitution or in any loan offer,  facility letter,
          debenture or other deed or document  executed by it or, in the case of
          borrowings on overdraft, its overdraft facilities.

     10.3 Loans from  Directors or  Shareholders:  All amounts  outstanding  and
          appearing  in the books of the  Company as loan  accounts or as due to
          directors or shareholders wholly represent money or money's worth paid
          or  transferred  to the  Company  as the case  may be or  remuneration
          accrued  due and  payable  for  services  rendered  and (save for such
          remuneration) no part thereof has been provided directly or indirectly
          out of the assets of the Company.

     10.4 No Repayments:  The Company has not repaid and pending Completion will
          not repay any loans or other  financial  accommodation  in whole or in
          part  nor  has  it by  reason  of  any  default  by it in  any  of its
          obligations  become  bound  or  liable  to be  called  upon  to  repay
          prematurely  any loans or borrowed  moneys and pending  Completion  no
          such default will occur.

11.  Liabilities and Commitments

     11.1 No Capital Commitments: Since the Last Accounting Date the Company has
          not  except  in the  ordinary  course  of  business  made any  capital
          expenditure or incurred any capital commitments nor has it disposed of
          or realised  any  substantial  capital  assets or any interest in such
          assets. The Company has no outstanding  capital commitment and pending
          Completion no capital  commitments  or disposals of capital  assets or
          land or any  estate  or  interest  in  such  assets  or  land  will be
          undertaken  by the Company  without the prior  written  consent of the
          Purchaser.

     11.2 No  Guarantees:  The  Company is not and will not prior to  Completion
          become a party to any contract of guarantee or indemnity.

<PAGE>
Agreement for Sale and Purchase of Shares                                     25


     11.3 No Material  Contracts:  The Company has not entered into and will not
          enter into any material contract (including the granting of options to
          purchase or Charges over all or any of the Company's assets) except in
          the normal and ordinary  course of  business.  The Company has not and
          will not become a party to any unusual,  abnormal or onerous  contract
          or agreement  whatsoever  except as  disclosed to the  Purchaser or as
          approved by the Purchaser.

     11.4 No Long Term Contracts:  The Company is not and will not on Completion
          be a party to any  contract  of  service  or  supply  which  cannot be
          terminated by not more than 1 month's  notice  without  giving rise to
          any claim for damages or compensation.

     11.5 No Commitments  since Last Accounting  Date: The Company has not since
          the Last Accounting Date been and will not at Completion be a party to
          any contract,  commitment or  arrangement of any nature except such as
          have been entered  into in the normal and  ordinary  course of trading
          and are capable of being wholly satisfied or performed within 3 months
          from Completion or of being terminated within such period without cost
          to the Company.

     11.6 No  Arrangements:  The Company is not and will not on  Completion be a
          party to any joint venture, partnership, syndicate or other consortium
          arrangement.

     11.7 No Agents:  No person is authorised to act as agent for the Company or
          otherwise to bind the Company  other than the directors of the Company
          acting  as  a  board.  The  Company  has  not  appointed  any  agents,
          distributors or managers in respect of any of its products or services
          in any part of the world.

     11.8 No Default  under  Agreements:  The  Company is not now,  nor  pending
          Completion will it become,  in default under any agreement to which it
          is or may  become  a party  or in  respect  of any  other  obligations
          binding  upon it. No event has  occurred  which would enable any third
          party to terminate any contract or any benefit enjoyed by the Company.

12.  Employees

     12.1 Full  Disclosure of Terms:  Full  disclosure in writing of the current
          rate of  remuneration,  fees and expenses  payable to each officer and
          employee  of or  consultant  to the  Company  and  the  terms  of such
          employment or  consultancy  (including  obligations  in respect of any
          directors' or officers' keyman or indemnity  insurance) have been made
          to the Purchaser in writing. No such officer or employee or consultant
          has given notice or is under notice of  dismissal  or  termination  of
          employment of any consultancy agreement.

     12.2 No  Amounts  Due:  No  amounts  are due to or in respect of any former
          officer or employee or consultant and there are no outstanding arrears
          of salary, wages, fees, holiday pay or other remuneration.

     12.3 No Industrial Disputes:  The Company is not involved in any industrial
          or trade  dispute or any dispute with any trade union or  organisation
          or body of employees.

<PAGE>
Agreement for Sale and Purchase of Shares                                     26


     12.4 No  Changes:  No change  has been made in the terms of  employment  or
          consultancy  by the Company of any person who was employed at the Last
          Accounting Date.  Pending  Completion the Company will not without the
          Purchaser's   prior  written   consent  engage  any  new  employee  or
          consultant.

     12.5 No Other Payments:  No moneys other than in respect of remuneration or
          emoluments  of employment or fees are payable to or for the benefit of
          any director or officer of the Company.

     12.6 No Profit Sharing: The Company is not and will not prior to Completion
          become a party to any agreement with any director,  officer,  employee
          or  consultant  of the Company under which any such person is entitled
          to a share of profits of the  Company  or to any bonus  calculated  on
          profits  or to  participate  in any  share  incentive  scheme or share
          option scheme or similar arrangement. No pensions, retiring allowances
          or  other  benefits  are or  will be  payable  by the  Company  to any
          director,  officer or  employee of the  Company  during such  person's
          employment or consultancy.

     12.7 No  Schemes:  There  are not  now and  will  not on  Completion  be in
          existence  any  retirement,  death or disability  benefit  schemes for
          directors  or  employees  or any  obligations  to or in respect of any
          present or past  directors  or  employees  with regard to  retirement,
          redundancy,  death,  sickness  or  disability  pursuant  to which  the
          Company is or may become liable to make any payments.

     12.8 No Breaches of Contract:  Since the Last  Accounting Date no liability
          has been  incurred  or payment  made by the  Company for breach of any
          contract  (whether  express or implied) of service,  for redundancy or
          for  compensation  for loss of  office  or  wrongful  dismissal  or in
          respect of retirement,  death,  sickness or disability.  No gratuitous
          payment has been made or will prior to  Completion be made or promised
          by the Company to or in respect of any director or employee.

     12.9 No Liability  for Leave  Payments:  The Company is not and will not at
          Completion  be under any  liability  to any  person in respect of long
          service leave or accrued annual leave.

    12.10 Compliance  with  Legislation:  The  operation  of the business of the
          Company  and the  terms on which the  employees  of the  Company  were
          recruited  and are  employed to the extent  that they are  required to
          comply and will at Completion comply with the Employment Contracts Act
          1991,  the Equal Pay Act 1972,  the  Human  Rights  Act 1993,  the New
          Zealand Bill of Rights Act 1990,  the Wages  Protection  Act 1983, the
          Holidays Act 1981,  the Health and Safety in  Employment  Act 1992 and
          all  applicable   legislation   governing  employment  and  safety  of
          employees.

13.  Statutory Obligations

     13.1 Holding of Licences:  The Company  holds and will on  Completion be in
          possession  of all current  licences  (including  import  licences and
          concessions, if any) consents,  authorities and permits from or issued
          by any  Governmental  Department,  municipal  or  local  body or other
          authority  whether in respect of the

<PAGE>
Agreement for Sale and Purchase of Shares                                     27


          plant,  machinery,  buildings  or  other  assets  of the  business  or
          otherwise  necessary or required to enable it to carry on its business
          fully and  effectively.  The  Company has not had notice that any such
          licences, consents,  authorities or permits are being or are likely to
          be withdrawn or in any manner qualified  whether by reason of the sale
          of the Shares or otherwise howsoever.

     13.2 No Requisitions: There has not since the Last Accounting Date been and
          will not on Completion be any  unsatisfied  requisitions by or dispute
          with any local body health  authority,  government or ad hoc authority
          or other body or official or authority having  competent  jurisdiction
          affecting  or relating to any of the plant,  machinery,  buildings  or
          other  assets  of the  business,  or the  employment  of  staff by the
          Company.

     13.3 No Illegal Trade Practices:  The Company is not, has not been and will
          not  pending  Completion  be a party  to any  agreement,  arrangement,
          understanding  or practice  which is contrary to the provisions of the
          Commerce Act 1986, the Fair Trading Act 1986, the Consumer  Guarantees
          Act 1993, or the Privacy Act 1993.

     13.4 No Breach of Statute:  The Company has not  committed any breach which
          was unremedied at the Last Accounting Date of any statutory provision,
          order,  bylaw or regulation  (in every case whether  applicable in New
          Zealand or  elsewhere)  binding on or  applicable to it with regard to
          the  formation  and  operation of the Company,  the carrying on of the
          business of the Company or any other  matter  relating to the Company.
          The Company  has not since such date and will not prior to  Completion
          commit any such breach.

     13.5 All  Documents  Stamped:  All  documents  which in any way  affect the
          right,  title or interest of the Company in or to any of its property,
          undertaking  or assets or to which  the  Company  is a party and which
          attract stamp duty have been duly  stamped.  No liability to pay stamp
          duty will arise as a result of  Completion  by virtue of any  previous
          transfer  of any  property,  undertaking  or assets to the  Company in
          particular but without limitation under section 13(4) of the Stamp and
          Cheque Duties Act 1971.

     13.6 Compliance  with Companies Act: The Company has complied with and will
          up to Completion comply with all the requirements of the Companies Act
          1993  including  all  requirements  for filing of  documents  with the
          Registrar of Companies.

     13.7 All  Registers  Complete:  The  entries in the  Register  of  Members,
          Register of Directors and Secretaries, Interests Register, Register of
          Charges and Register of  Directors'  Shareholdings  of the Company are
          correct and such registers have been properly kept.

14.  Properties and Assets

     14.1 Title and Compliance:  The Company had on the Last Accounting Date and
          will on Completion  have sole title to and  possession  and control of
          all the freehold and leasehold  properties used or occupied by it free
          from all leases,  tenancies  or Charges.  Each of the said  properties
          complies  and will on  Completion  comply

<PAGE>
Agreement for Sale and Purchase of Shares                                     28


          with the local body code or ordinances affecting the same and with all
          other statutory, local body and other regulations and requirements.

     14.2 Compliance with Statutes: The Company has to the extent to which it is
          required to complied  with all  provisions  of the  Building Act 1991,
          Resource  Management  Act 1991 and all  other  legislation  (including
          regulations,  bylaws,  ordinances,  codes of practice,  circulars  and
          guidance  notes made  thereunder)  relating to  building,  planning or
          environmental matters and dealing with (but without limitation) waste,
          contaminated  land,  discharges to land or ground and surface water or
          sewers,  emissions  to  air,  noise,  dangerous,  hazardous  or  toxic
          substances and materials,  nuisance or health and safety. There are no
          actions,  claims or proceedings (whether actual or potential) existing
          in  relation  to such  matters  nor any  liability  likely to arise in
          relation to such matters.

     14.3 Plant and  Machinery:  The Company's  plant and  machinery  (including
          fixed plant and machinery)  and all equipment,  furniture and vehicles
          taking  into  account  their  age and  usage  are in good  repair  and
          condition  (fair wear and tear excepted) and in  satisfactory  working
          order and none of it is surplus to the Company's requirements.

     14.4 Debts  Recoverable:  The  amount of all debts due or  recorded  in the
          Financial  Statements  or the books of the Company as being due to the
          Company as at Completion  (less the amount of any provision or reserve
          made in the  Financial  Statements  or the  books  of the  Company  in
          respect of any particular  debts) will be good and collectable in full
          in the  ordinary  course of business and in any event not later than 6
          months after  Completion.  None of such debts is or will at Completion
          be subject to any  counterclaim or set-off except to the extent of any
          such provision or reserve.

     14.5 Debtors  Recovery:  Should any of the debtors of the Company as at the
          Completion fail to satisfy its liability to the Company in full within
          3 months from the Completion Date and the aggregate amount due to such
          debtors exceeds $3,000, the Vendor will immediately upon demand by the
          Purchaser  pay to the  Purchaser (or the Purchaser may deduct from the
          Consideration) the amount of such excess amount.  Following payment of
          such amount the  Purchaser  shall be entitled to an  assignment of the
          benefit of such excess debts.

     14.6 Changes  Since the Last  Accounting  Date:  Since the Last  Accounting
          Date:

     14.7 No Write-Offs or  Write-Downs:  None of the assets of the Company have
          been written off or written down nor has there been any  agreement for
          the release of any person under liability to the Company;

     14.8 Cash:  The Company has neither  disbursed nor received any cash except
          in the ordinary  course of its  business  and amounts  received by the
          Company  have  been  deposited  with its  bankers  and  appear  in the
          appropriate books of account;

     14.9 Depletion in Assets:  There has been no depletion in the net assets of
          the  Company  and  they  have not been  materially  diminished  by the
          negligent, wrongful or fraudulent act of any person;

<PAGE>
Agreement for Sale and Purchase of Shares                                     29


    14.10 GAAP:   Everything  which  should  according  to  generally   accepted
          accounting  practices (as defined in the Financial Reporting Act 1993)
          have been written up or recorded in the Statutory  Books and financial
          records of the Company  with  respect to the assets of the Company has
          been written up and recorded;

    14.11 Compliance  with  Notices:  There  have  been no  notices,  claims  or
          demands  served on the  Company in respect of any of its assets  which
          have not been fully complied with.

15.  Intellectual Property

     15.1 All Intellectual  Property Included:  The Consideration for the Shares
          is  assessed  on the  basis  that all  licences  and all  Intellectual
          Property or other similar  rights  relating to the business of or used
          by the Company,  if any, are at present owned solely and  beneficially
          by the  Company.  All of such rights  shall remain the property of the
          Company to the intent that the Company shall be the sole  unencumbered
          and undisputed owner of all such things as at Completion.

     15.2 No Intellectual Property Agreements:  The Company has not entered into
          any   agreement  or   arrangement   for  the  provision  of  technical
          information  or  assistance  or  granting  rights  in  respect  of any
          patents,  trade marks or registered designs or copyright.  To the best
          of the Vendor's  knowledge and belief the operations of the Company do
          not infringe any patent or other  intellectual  property  right of any
          kind vested in any other party.

     15.3 Disclosure of Intellectual Property:  Full details of all Intellectual
          Property  owned  or  used  by  the  Company  have  been  given  to the
          Purchaser. No person has been authorised to make any use whatsoever of
          any  Intellectual  Property owned by the Company.  The Company has not
          disclosed  (except in the ordinary  course of its business) any of its
          know-how,   trade   secrets,    technical   processes,    confidential
          information,  Intellectual Property or lists of customers or suppliers
          to any other person.

     15.4 Use of Names:  The Company is entitled to use its trade names in those
          parts of the world in which it currently  conducts its business or its
          products are sold to its customers.  No person has been  authorised to
          make any use whatsoever of any such name. The use of such names by the
          Company  does not  infringe  the rights of any other person or entitle
          any other person to a claim against the Company. No such name is being
          used, claimed, opposed or attacked by any other person.

     15.5 Name: The Company has not consented to and will not before  Completion
          consent  to the  adoption  of a similar  name by any other  company or
          person.

     15.6 Intellectual  Property Not Disputed:  The Intellectual Property rights
          of the Company have not been and will not at  Completion be challenged
          or  disputed  by any  third  party.  The is not  aware of any facts or
          circumstances  which  might  entitle a third  party to  challenge  the
          Company's  ownership or use of the  Intellectual  Property used in the
          business.

<PAGE>
Agreement for Sale and Purchase of Shares                                     30


16.  Commercial Matters

     16.1 All  Actions  Indemnified:  There is no cause of action in  respect of
          which the  Company is not fully  indemnified  which could and might be
          used  for the  purpose  of  commencing  proceedings  either  civil  or
          criminal.

     16.2 No Legal  Proceedings:  The Company is not engaged in any  Proceedings
          whatsoever nor are any  Proceedings of any kind being taken against it
          nor is the Vendor aware of any Proceedings against the Company pending
          or threatened.

     16.3 No Breaches of Contract: The Company is not and will not on Completion
          be in breach of any contract,  commitment or arrangement of any nature
          whatsoever  to which it is now or will  then be a party and is not and
          will not on  Completion  be a party  to any  contract,  commitment  or
          arrangement which may be unenforceable by the Company by reason of the
          transaction being voidable at the instance of any other party or ultra
          vires, void or illegal.

     16.4 Insurance:  Full details of all insurance  policies  maintained by the
          Company have been supplied to the Purchaser.  All such  insurances are
          now in force and all premiums due have been paid.  Pending  Completion
          the Company  shall not permit any of its  insurances to lapse or do or
          omit to do anything the doing or omission of which would make any such
          policy of  insurance  void or voidable or would or might  result in an
          increase  in the rate of  premiums.  No  claims  are  outstanding  and
          nothing has occurred to give rise to any such claim.

     16.5 No Notice from Lenders to Repay:  The Company has not received  notice
          (whether  formal or informal) from any lenders of money to the Company
          requiring  repayment or intimating the  enforcement by such lenders of
          any security  which they may hold over any assets of the Company.  The
          Vendor  is not aware of any  circumstances  likely to give rise to any
          such notice  being  given or which would  enable any such notice to be
          given.

     16.6 Effect of Acquisition  of Shares:  The Vendor has no reason to believe
          that as a result  of the  proposed  acquisition  of the  Shares by the
          Purchaser:

     16.7 No  Cessation  of  Supplies:  Any  supplier of the Company  will cease
          supplying the Company or may substantially  reduce its supplies to the
          Company or alter the terms on which it supplies the Company; or

     16.8 No Cessation of Custom: Any customer of the Company will terminate any
          contract with the Company or cease or  materially  reduce its business
          with it; or

     16.9 No Notice of Termination of Employment: Any officer or senior employee
          of  the  Company  will  give  notice  of  termination  of  his  or her
          employment with the Company; or

    16.10 No   Termination  of  Contracts:   Any  of  the  licences,   consents,
          approvals,  agreements  or contracts  currently  granted to or entered
          into by the Company required in connection with the carrying on of its
          business  in the  manner in which it has been  carried  on at any time
          during  the 2 years  prior  to the  date  hereof  will  be  withdrawn,
          cancelled or be capable of termination.

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Agreement for Sale and Purchase of Shares                                     31


    16.11 Arm's  Length  Supplies:  All  supplies  of goods or  services  to the
          Company are  purchased  by the Company  direct from  manufacturers  or
          suppliers  on an arm's  length  basis and no  commissions  or  similar
          payments are made to the Vendor or any other intermediaries in respect
          of such supplies.

    16.12 No Outstanding  Offers: No offer,  tender or the like given or made by
          the  Company  and still  outstanding  is capable  of giving  rise to a
          contract merely by any unilateral act of a third party.

    16.13 No  Liabilities:  The Company does not have and at Completion will not
          have any  outstanding  debts,  liabilities,  contracts or engagements,
          guarantees,   undertakings   or  liabilities   (including   contingent
          liabilities) other than liabilities implied by statute or disclosed in
          the Financial Statements or incurred in the ordinary and proper course
          of its trading business.

    16.14 Continuance of Name: The Company does not and pending  Completion will
          not use on its  letterheads,  brochures,  sales  literature,  books or
          vehicles or otherwise  carry on its business under any name other than
          its corporate name.

    16.15 Electronic  Storage:   The  Company  has  not  and  will  not  pending
          Completion  have  any of  its  records,  systems,  controls,  data  or
          information  recorded,  stored,  maintained,   operated  or  otherwise
          dependent  upon  or  held  by any  means  (including  any  electronic,
          mechanical or photographic  process whether computerised or not) which
          (including  all means of access  thereto and  therefrom) are not under
          the exclusive  ownership and direct control of the Company.  There has
          been no breach of any service or maintenance  contract relevant to any
          such  electronic,  mechanical  or  photographic  process or  equipment
          whereby  any  person  or  body   providing   services  or  maintenance
          thereunder may have the right to terminate such service or maintenance
          contract.

    16.16 Transactions  with Associated  Persons:  The Vendor and his Associated
          Persons have not entered into and will not prior to  Completion  enter
          into any loan,  borrowing,  agreement or other  arrangement with or on
          behalf of the Company  (other than as employee of the Company on terms
          fully  disclosed  to the  Purchaser)  and  are  not  and  will  not at
          Completion be interested,  whether directly or indirectly,  in or have
          any Charge over any of the assets of the Company.

17.  Corporate Matters

     17.1 Share  Capital:   There  is  not  now  outstanding  and  will  not  be
          outstanding  at  Completion  in respect of the  Company  any option or
          agreement under which any person has or may in any circumstances  have
          or acquire the right to  subscribe  for or purchase  any share or loan
          capital of the Company or to convert

     17.2 Attorneys:  The  Company  has not given any power of  attorney  or any
          other  authority  (express,  implied  or  ostensible)  which  is still
          outstanding  or  effective to any person to enter into any contract or
          commitment  or do anything on its behalf  (other than any authority of
          employees to enter into routine trading contracts in the normal course
          of their duties) nor will it do so prior to Completion.

<PAGE>
Agreement for Sale and Purchase of Shares                                     32


     17.3 Officers:  Since the Last  Accounting Date no appointments or removals
          of any officers of the Company have been made.

     17.4 Ultra  Vires  Contracts:  To the best of the  Vendor's  knowledge  and
          belief none of the activities or contracts or rights of the Company is
          ultra vires,  unauthorised,  invalid or  unenforceable or in breach of
          any contract or covenant.

<PAGE>
Agreement for Sale and Purchase of Shares                                     33


                                   Schedule 2

                                   (clause 8)

1.   Warranty   Limitations:   Notwithstanding  any  other  provisions  of  this
     Agreement,  the Vendor shall not be liable in respect of any Proceedings or
     Costs  for  breach  of  any of the  Warranties  or  other  breach  of  this
     Agreement:

     1.1  Notice: Unless, promptly after the Purchaser becomes aware or ought to
          have become  aware of any breach,  they shall have  received  from the
          Purchaser  written  notice  containing  full  details of the  relevant
          Proceedings  including,  if  practicable,  the matter or default which
          gives rise to the Proceedings,  the breach that results and the amount
          claimed in respect of the Proceedings:

        1.1.1   Other than Taxation:  in the case of any of the Warranties other
                than  Warranties  in relation to Taxation,  within a period of 2
                years after Completion; or

        1.1.2   Taxation:  in the case of any of the  Warranties  in relation to
                Taxation, within a period ending the earlier of the date 7 years
                after  Completion  and the date falling six weeks after the date
                on  which  any  relevant  statutory  limitation  period  in  the
                jurisdiction relevant to the Taxation Proceedings shall expire;

     and  (unless  the  relevant   Proceedings  shall  have  been  withdrawn  or
     satisfied)  action in a court of competent  jurisdiction in respect of such
     breach  shall  have been  commenced  within 1 year  after  receipt  of such
     notice;

     1.2  Aggregate  of  Warranties  to  Exceed  Specified  Amount:  Unless  the
          aggregate  amount of the  liability of the Vendor breach of Warranties
          exceeds $5,000;

     1.3  Limit for Single Proceedings:  Unless, in respect of any single breach
          of any of the  Warranties,  the amount of the  liability of the Vendor
          exceeds $1,000;

     1.4  Exclusion where Covered by Insurance: If and to the extent that (after
          taking  account of related Costs and any normal excess in such policy)
          recovery is made by the  Purchaser or the Company  under any policy of
          insurance  effected by or for the benefit of the Company in respect of
          any of the subject matters of such Proceedings;

     1.5  Exclusion where Recovery under Another Agreement: If and to the extent
          that those Proceedings or Costs occasioned  thereby has been recovered
          under any other  agreement  entered  into between the parties and vice
          versa;

     1.6  Provisions Made in Account: If and to the extent that proper provision
          or allowance therefor has been made in the Financial Statements;

<PAGE>
Agreement for Sale and Purchase of Shares                                     34


     1.7  Subsequent Changes: If and to the extent that such Proceedings and any
          Costs in connection therewith arise or is increased as a result of:

        1.7.1   Any  alteration  in rates  of  Taxation  after  the date of this
                Agreement with retrospective  effect or the withdrawal after the
                date  of  this   Agreement  of  any  published   extra-statutory
                concession  or the  alteration  after that date of any published
                statement of practice of the relevant revenue authority; or

        1.7.2   The passing of, or any change in, any legislation after the date
                of this Agreement; or

        1.7.3   Any change in accounting policy or practice of the Company after
                Completion  including  any  changes in methods or  practices  in
                relation to stock valuation;

        1.7.4   Any voluntary act or omission or transaction of the Purchaser or
                the Company  after  Completion  otherwise  than in the  ordinary
                course of the  Company's  business  as carried on at the date of
                this Agreement including (without limitation):

        1.7.5   The payment of any unusual or abnormal dividend by the Company;

        1.7.6   A  change  of the  date up to  which  the  Company  makes up its
                Statutory Books;

        1.7.7   The cessation of any business carried on by the Company;

     1.8  Liability  Disclosed:  If and to the  extent  the  facts,  matters  or
          circumstances  giving  rise  to  the  breach  are  referred  to in the
          Disclosure Letter or any document disclosed with the Disclosure Letter
          or in any  document  disclosed  to the  Purchaser or any officer of or
          professional  adviser to the  Purchaser in relation to this  Agreement
          and such facts, matters or circumstances are accepted by the Purchaser
          in writing as not being subject to the Warranties;

     1.9  Utilisation of Taxation Relief:  In the case of a Proceedings  arising
          in  connection  with a payment of Taxation,  if and to the extent that
          such  payment  could have been avoided by the  utilisation  of trading
          losses or other relief from Taxation  (other than trading  losses,  or
          other relief arising after the Last Accounting  Date) available to the
          Company;

     1.10 Over  Provision  in  Financial  Statements:  If and to the extent that
          there is any over  provision in respect of any matter  included in the
          Financial Statements;

     1.11 Pursuant to  Agreement:  If and to the extent that such matter  giving
          rise to the Proceedings  properly falls to be done in implementing the
          terms of this Agreement;

2.   Limitations  Separate and  Independent:  For the avoidance of doubt each of
     the above  paragraphs of this Schedule shall be construed as being separate
     and
<PAGE>
Agreement for Sale and Purchase of Shares                                     35


     independent  and none of them shall be  construed as limiting the effect of
     any other.

3.   Recovery  from  Third  Party:  If the  Vendor  pays an amount  pursuant  to
     Proceedings  in respect of breach of any of the  Warranties and the Company
     or the Purchaser has a right of reimbursement against any person other than
     the Company in respect of or relating to those Proceedings,  the Company or
     the Purchaser  shall (subject to the Company or the Purchaser,  as the case
     may be, being  indemnified  to its  reasonable  satisfaction  by the Vendor
     against all reasonable  Costs) take all reasonable  steps or proceedings to
     enforce  such  right.   If  the   Purchaser   subsequently   recovers  such
     reimbursement from such third party, the Purchaser shall forthwith repay to
     the Vendor as the case  requires  such part of the amount paid by either of
     them by way of  damages  for breach of that  Warranty  as equals the amount
     which is so recovered by the Purchaser in respect of the facts,  matters or
     circumstances  giving  rise to the breach of that  Warranty  (after  taking
     account of the Costs of recovery and (if  appropriate) any Taxation arising
     solely as a result of the recovery).

4.   Conduct of  Proceedings by the Vendor:  The Purchaser  shall give and shall
     procure  that the Company  shall give,  to the Vendor  full  facilities  to
     investigate any Proceedings and the extent of possible  liability under the
     Warranties and at the request of the Vendor shall (subject to the Purchaser
     being indemnified as to any reasonable Costs which may be incurred thereby)
     allow them at their own expense to  participate  in, or have the conduct of
     (as they may elect),  all  proceedings  of  whatsoever  nature  against the
     relevant third party arising out of, or in connection with such Proceedings
     or dispute,  in the name of the Company or the Purchaser as it may consider
     necessary in order to mitigate any  Proceedings or Costs arising under this
     Agreement.  Neither the  Purchaser  nor the Company  shall accept or pay or
     compromise  any such  liability  or  Proceedings  as is  referred  to above
     without the Vendor either  consenting to such action or having a reasonable
     opportunity to resist the same.

5.   No Double  Liability:  No liability shall attach to the Vendor for any loss
     resulting  from any  breach  of the  Warranties  or  otherwise  under  this
     Agreement  to the  extent  that the same  loss  has been  recovered  by the
     Company or the  Purchaser  under any  indemnity  under this  Agreement.  No
     liability shall attach to the Vendor under any indemnity to the extent that
     the same loss has been recovered by a claim under a Warranty.

6.   Insurances:  If, in respect of any claim against the Vendor which may arise
     in respect of this  Agreement,  the Purchaser or the Company is entitled to
     claim under any policy of insurance, then the Vendor shall not be liable in
     respect of such claim  until a claim has been made under such  policy.  Any
     claims against the Vendor shall be reduced by any amount actually recovered
     under any such policy.

<PAGE>
Agreement for Sale and Purchase of Shares                                     36



<PAGE>
Agreement for Sale and Purchase of Shares                                     37


                                   Schedule 3

Item 1.   Consents (clauses 9.1.3 - 9.1.6)

          Nil

Item 2.   Guarantees (clause 4.2)

          Nil

<PAGE>

Agreement for Sale and Purchase of Shares

                                    ANNEXURE

1.    Financial Statements (clause 1.1)





<PAGE>

Agreement for Sale and Purchase of Shares

                                    ANNEXURE

2.    Form of Escrow Agreement (clause 1.1)





<PAGE>

EXECUTED by the parties.

--------------------------------------------------------------------------------
SIGNED by BCA CONSULTING LIMITED by two of its directors:


Signature: /s/ BC Arthur              Signature: /s/ SM Arthur
          ---------------------------           --------------------------------
           BC Arthur - Director                  SM Arthur - Director


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

SIGNED by GMK CONSULTING LIMITED by its sole director:

Signature: /s/ HG Miles
          ---------------------------
           HG Miles - Director

--------------------------------------------------------------------------------
whose signature was witnessed by:


Signature: /s/ Jonah Merchant           Name:    Jonah Merchant
          ---------------------------           --------------------------------

Occupation: Project Manager             Address: 103 Old Mill Rd., Westmere
           --------------------------           --------------------------------
                                                 Auckland

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



--------------------------------------------------------------------------------
SIGNED by BLACK SHEEP CONSULTING LIMITED by two of its directors:


Signature: /s/ GP Woolley             Signature: /s/ FH Woolley
          ---------------------------           --------------------------------
           GP Woolley - Director                 FH Woolley - Director

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



<PAGE>
Agreement for Sale and Purchase of Shares                                      2


--------------------------------------------------------------------------------
SIGNED by BROCKER TECHNOLOGY GROUP (NZ) LIMITED by two of its directors:


Signature: /s/ MB Ridgway                  Name:  MB Ridgway
          ---------------------------           --------------------------------
           Director


Signature: /s/ R. Justice                  Name:   R. Justice
          ---------------------------           --------------------------------
           Director

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




--------------------------------------------------------------------------------
SIGNED by BROCKER INVESTMENTS LIMITED by two of its directors:


Signature: /s/ MB Ridgway                  Name:  MB Ridgway
          ---------------------------           --------------------------------
           Director


Signature: /s/ R. Justice                  Name:   R. Justice
          ---------------------------           --------------------------------
           Director

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




--------------------------------------------------------------------------------
SIGNED by GREGORY PETER WOOLLEY:


Signature: /s/ GP Woolley
          ---------------------------
           GP Woolley - Director

--------------------------------------------------------------------------------
whose signature was witnessed by:


Signature: /s/ Jonah Merchant           Name:    Jonah Merchant
          ---------------------------           --------------------------------

Occupation: Project Manager             Address: 103 Old Mill Rd., Westmere
           --------------------------           --------------------------------
                                                 Auckland

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


<PAGE>

--------------------------------------------------------------------------------
SIGNED by BRETT CHRISTOPHER ARTHUR:


Signature: /s/ BC Arthur
          ---------------------------
           BC Arthur - Director

--------------------------------------------------------------------------------
whose signature was witnessed by:


Signature: /s/ Jonah Merchant           Name:    Jonah Merchant
          ---------------------------           --------------------------------

Occupation: Project Manager             Address: 103 Old Mill Rd., Westmere
           --------------------------           --------------------------------
                                                 Auckland

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

--------------------------------------------------------------------------------
SIGNED by HAMISH GREGORY MILES:


Signature: /s/ HG Miles
          ---------------------------
           HG Miles - Director

--------------------------------------------------------------------------------
whose signature was witnessed by:


Signature: /s/ Jonah Merchant           Name:    Jonah Merchant
          ---------------------------           --------------------------------

Occupation: Project Manager             Address: 103 Old Mill Rd., Westmere
           --------------------------           --------------------------------
                                                 Auckland

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


                               (C) Lowndes Jordan
                                   Auckland 2000