DATED                       OCTOBER 1, 1999
            ___________________________________________




                                AGREEMENT FOR THE
                                 ACQUISITION OF



                               BUYERSGUIDE LIMITED

                                       BY

                              TOWNPAGESNET.COM PLC



                           McFadden, Pilkington & Ward
                                   City Tower
                              40 Basinghall Street
                                London EC2 V 5DE
                               Tel: 0171 638 8788
                                Fax 0171 638 8799
                        E.mail: kstenning @compuserve.com



                                       1
<PAGE>


         CONTENTS

      CLAUSE                                                      PAGE

SCHEDULE 1

Vendors and their Holdings

SCHEDULE 2

Details of the Companies and their Subsidiaries

SCHEDULE 3

The Properties

SCHEDULE 4

Warranties

SCHEDULE 5

Vendor Protection

SCHEDULE 6

Deed of Indemnity


                                       2
<PAGE>


THIS AGREEMENT is made on 1st October 1999

BETWEEN:

1.    THE SEVERAL  PEOPLE WHOSE NAMES AND  ADDRESSES ARE SET OUT IN SCHEDULE 1
      (the "Vendors")

2.    TOWNPAGES.NET.COM PLC of 11 Market Square, Alton, Hampshire, England GU34
      1HD (the "Purchaser").

RECITALS

A.    The Company is a private limited company incorporated in England under the
      Companies Act 1985. Further details relating to the Company are set out in
      Schedule 2.

B.    The Vendors are the registered holders of all of the Shares.

C.    The Vendors are willing to sell the Shares to the Purchaser on the terms
      and subject to the conditions set out in this agreement free from
      Encumbrances.

D.    The Vendors have made representations to the Purchaser in the terms of the
      Warranties to the intent that the Purchaser should rely on such Warranties
      in entering into this agreement.

THE PARTIES AGREE AS FOLLOWS:

1.    INTERPRETATION

1.1.  The following provisions shall have effect for the interpretation of this
      agreement.


                                       3
<PAGE>


1.2.  The following words, expressions and abbreviations shall, unless the
      context otherwise requires, have the following meanings:-

      "AFFILIATE"                   means, in respect of any body corporate, a
                                    body corporate which is its subsidiary or
                                    holding company, or a company which is a
                                    subsidiary of that holding company, and each
                                    such company.

       "ACTIVITIES"                 means any activities or operation or
                                    process carried out by the Company at
                                    the Properties;

       "AGREED FORM"                means the form agreed between the
                                    parties on or prior to the date of this
                                    agreement and initialled for the purposes of
                                    identification by their respective
                                    solicitors;

       "AUDITORS"                   means Ernst & Young of Apex Plaza
                                    Reading RG1 1YE

       "BUSINESS DAY"               means  a  day  (other  than  Saturday  or
                                    Sunday)  on  which  banks  generally  are
                                    open for business in London;

       "CA"                         means the Companies Act 1985;

       "CAA 90"                     means the Capital Allowances Act 1990;

       "COMPLETION"                 means  the  completion  of the  sale  and
                                    purchase  of  the  Shares  in  accordance
                                    with clause 5;

       "THE COMPANY"                means Buyers Guide  Limited a corporation
                                    organised and existing  under the laws of
                                    England and Wales;


                                       4
<PAGE>


       "COMPLETION DATE"            means the date of this Agreement;

       "CONTINGENT CONSIDERATION"   means a sum  which  shall be equal to ten
                                    (10) times the amount, if any, by which (a)
                                    the Pre-tax Income for the twelve (12)
                                    consecutive months ending 31st March 2000
                                    shall as shown by the management accounts of
                                    the Partnership for the period 1 April 1999
                                    until 30 September 1999 after deducting in
                                    respect of the period 1 April 1999 until
                                    Completion the sum of (pound)52,614 and the
                                    Company's 2000 Fiscal Period Financial
                                    Statements for the period to 31 March 2000
                                    exceed (b)(pound)250,000. Such Contingent
                                    Consideration shall be paid in the form of
                                    TownPages Shares, valued at the same per
                                    share price as the Fixed Consideration paid
                                    at Completion pursuant to clause 3.1.

       "CONTINGENT TOWNPAGES        means the number of  TownPages  Shares to
       SHARES"                      be  issued  by  the   Purchaser   to  the
                                    Vendors  in  payment  of  the  Contingent
                                    Consideration, as provided in clause 3.2;

       "DIRECTOR"                   means a  director  for the time  being of
                                    any Company

       "DISCLOSURE LETTER"          means a letter dated as of the date of this
                                    Agreement together with the attachments
                                    thereto addressed by the Vendors to the
                                    Purchaser disclosing exceptions to the
                                    Warranties;


                                       5
<PAGE>


       "DISTRIBUTION"               means  a   distribution   as  defined  by
                                    sections  209 to 211  (inclusive)  of the
                                    ICTA and section 418 of the ICTA;

       "EARNOUT PERIOD"             means  the  period  from  the  Completion
                                    Date until 31st March 2000

       "ENCUMBRANCES"               means any mortgage, charge (whether fixed or
                                    floating), pledge, lien, security interest
                                    or other third party right or interest
                                    (legal or equitable) over or in respect of
                                    the relevant asset, security or right;

       "ENVIRONMENT"                means    any   and   all    organisations
                                    (including   without   limitation,    man
                                    ecosystems,  Properties  and the media of
                                    air  in  buildings,  natural  or  manmade
                                    structures,  below or above ground) water
                                    (as  defined  in  Section  104(1)  of the
                                    Water   Resources  Act  1991  and  within
                                    drains and  sewers)  and land  (including
                                    under  any water as  described  above and
                                    whether above or below surface);

       "ENVIRONMENTAL CONSENT"      means any consent, approval, permit,
                                    licence order, filing, authorisation,
                                    exemption, registration, permission,
                                    reporting or notice requirement and any
                                    related agreement required under any
                                    Environmental Law;


                                       6
<PAGE>


       "ENVIRONMENTAL LAWS"         means all international,  EU, national or
                                    local  statutes,  which for the avoidance
                                    of doubt  shall  include  section  57 and
                                    schedule 22 of the  Environment  Act 1995
                                    and the guidance and regulations  adopted
                                    under those provisions,  by-law,  orders,
                                    regulations  or other law, or subordinate
                                    legislation  or common  law,  all orders,
                                    ordinances,  decrees or regulatory  codes
                                    of practice,  circulars,  guidance  notes
                                    and  equivalent  controls  concerning the
                                    protection  of human health or which have
                                    as a purpose or effect the  protection or
                                    prevention of harm to the  Environment or
                                    health  and safety  which are  binding in
                                    relation  to the  Properties  and/or upon
                                    any Company in the relevant  jurisdiction
                                    in  which  any  Company  has  been  or is
                                    operating on or before Completion;

       "2000 FISCAL PERIOD"         means the  fiscal  period of the  Company
                                    which  commenced 1 October  1999 and ends
                                    31 March 2000;

       "2000 FISCAL YEAR AUDIT"     means the audit  report of the  Company's
                                    Auditors  of  the  2000   Fiscal   Period
                                    Financial Statements;


                                       7
<PAGE>


       "2000 FISCAL PERIOD
       FINANCIAL STATEMENTS"        means  the  financial  statements  of the
                                    Company  as at 31 March  2000 and for the
                                    2000 Fiscal  Period  (including  therein,
                                    the statement of income,  balance  sheet,
                                    statement   of   Vendor'   equity,    (if
                                    appropriate)   and   statement   of  cash
                                    flows,  all  accompanied  by  appropriate
                                    footnotes  prepared  in  accordance  with
                                    GAAP);    which   2000   Fiscal    Period
                                    Financial  Statements  shall  be  audited
                                    and  approved  as to form and  content by
                                    the Auditors.

       "GAAP"                       means generally accepted accounting
                                    principles, consistently applied, as shall
                                    be prevailing from time to time in the
                                    United States, as approved by the American
                                    Institute of Certified Public Accountants;

       "ICTA"                       means the  Income and  Corporation  Taxes
                                    Act 1988;

       "ITA"                        means the Inheritance Tax Act 1984 and any
                                    reference thereto shall include any
                                    enactment repealed or modified thereby as if
                                    section 275 of the ITA applied in like
                                    manner to this agreement;


                                       8
<PAGE>


       "INTELLECTUAL PROPERTY"      means  patents,   trade  marks,   service
                                    marks,      rights     (registered     or
                                    unregistered)     in     any     designs;
                                    applications  for  any of the  foregoing;
                                    trade  or   business   names;   copyright
                                    (including  rights in computer  software)
                                    and topography rights;  know-how;  secret
                                    formulae   and   processes;    lists   of
                                    suppliers   and   customers   and   other
                                    confidential  and  proprietary  knowledge
                                    and   information;    rights   protecting
                                    goodwill and reputation;  database rights
                                    and rights  under  licences  and consents
                                    in  relation to such things and all right
                                    or  forms  of  protection  of  a  similar
                                    nature to any of the  foregoing or having
                                    equivalent effect anywhere in the world;

       "LAST ACCOUNTS DATE"         means 31 March 1999;

       "PARTNERSHIP"                means the business of an internet based
                                    directory for Councils and others carried on
                                    by the Vendors in partnership until 30th
                                    September 1999.

       "PERMITTED TRANSFEREE"       means, with respect to each Vendor, such
                                    Vendors' affiliates (as such term is
                                    defined in Rule 405 under the Securities
                                    Act, spouse and descendants (whether
                                    natural or adopted), any trust
                                    established solely for the  benefit of
                                    such Vendor and/or such Vendor's spouse
                                    and/or descendants, and any foundation
                                    established  by a Vendor or to which such
                                    Vendor is a substantial contributor.


                                       9
<PAGE>


       "PLANNING ACTS"              means the Town and Country Planning Acts
                                    for the time being in force;

       "PRE-TAX INCOME"             means the net income of the Company  for
                                    the 2000 Fiscal Year, after deduction of
                                    all expenses and costs, including all
                                    operating expenses, interest, but before
                                    deduction and provision for taxes on
                                    income of the Company for such Fiscal
                                    Year, all as set forth in the 2000
                                    Fiscal Year Financial Statements;

       "PRINCIPAL                   ACCOUNTS" means the balance sheet as at the
                                    Last Accounts Date and profit and loss
                                    account for the year ended on the Last
                                    Accounts Date for the Partnership

       "PROPERTIES"                 means the leasehold Properties of the
                                    Company shortly described in Schedule 3;

       "PURCHASER'S SOLICITORS"     means McFadden Pilkington & Ward of City
                                    Tower, Level 4, 40 Basinghall Street,

                                    London, EC2V 5DE;

       "PURCHASER'S U.S. COUNSEL"   means Greenberg Traurig, 200 Park
                                    Avenue, New York, New York 10166, USA;

       "SHARES"                     means the entire issued share capital in
                                    each of the Company

       "TAXATION"                   means all forms of taxation including
                                    but without limitation:


                                       10
<PAGE>


                                    1.     any charge, tax duty or levy upon
                                           income, profits,chargeable gains or
                                           development value, land, any interest
                                           in land or in any other Properties,
                                           or documents or supplies or other
                                           transactions;

                                    2.     income tax, corporation tax,
                                           capital gains tax, inheritance
                                           tax, value added tax, stamp duty,
                                           stamp duty reserve tax, capital
                                           duty, customs and other import
                                           duties, national insurance
                                           contributions, general rates,
                                           water rates or other local rates;

                                    3.     any liability for sums equivalent to
                                           any such charge, tax, duty, levy or
                                           rates or for any related penalty,
                                           fine or interest;

       "TCGA"                       means the Taxation of Chargeable Gains
                                    Act 1992 and any reference  thereto shall
                                    include any  enactment repealed or
                                    modified thereby;

       "TOWNPAGES SHARES"           means ordinary share of 1p each in the
                                    capital of the Purchaser

       "VATA"                       means the Value Added Tax Act 1994;

       "VENDORS' SOLICITORS"        means Short Richardson & Forth of 4
                                    Mosley Street Newcastle Upon Tyne NE1
                                    1SR


                                       11
<PAGE>


       "WARRANTIES"                 means the representations and
                                    warranties, covenants and undertakings
                                    set out in Clause 5 and Schedule 4;

       "WARRANTY CLAIM"             means any claim made by the Purchaser
                                    for breach of any of the Warranties.

1.3.  References to "FA" followed by a stated year means the Finance Act of that
      year.

1.4.  References to the parties hereto include the respective successors in
      title to the whole of their respective undertakings and, in the case of
      individuals, to their respective estates and personal representatives.

1.5.  References to persons shall include bodies corporate and unincorporated,
      associations, partnerships and individuals. Words denoting the singular
      shall include the plural and words denoting any gender shall include all
      genders.

1.6.  References to statutes or statutory  provisions include references to
      orders or regulations made thereunder and reference to any statute,
      provision, order or regulation include references to that  statute,
      provision, order or regulation as amended, modified, re-enacted or
      replaced from time to time whether before or after the date hereof
      (subject as otherwise expressly provided herein)and to any previous
      statute, statutory provision, order or regulation amended, modified,
      re-enacted or replaced by such statute, provision, order or regulation.

1.7.  Headings to clauses, paragraphs and descriptive notes in brackets relating
      to provisions of taxation statutes are for information only and shall not
      form part of the operative provisions of this agreement and shall be
      ignored in constituting the same.

1.8.  References to recitals, clauses, Annexures, Schedules are to recitals to,
      clauses of, Annexures to and Schedules to this agreement. The recitals,
      Annexures and Schedules form part of the operative provisions of this
      agreement and references to


                                       12
<PAGE>


      this agreement shall, unless the context otherwise requires, include
      references to the Recitals, Annexures and the Schedules.

2.    AGREEMENT FOR SALE

2.1.  Subject to the terms and conditions of this agreement, the Vendors shall
      sell with full title guarantee and the Purchaser shall purchase the Shares
      free from all liens, charges
      and encumbrances and with all rights attaching to them, with effect from
      the date of this agreement.

3.    PURCHASE CONSIDERATION

3.1.  Fixed Consideration. In consideration for the sale and transfer of all and
      not less than all of the Shares from the Vendors to the Purchaser, on the
      Completion Date the Purchaser shall pay to the Vendors an amount (the
      "Fixed Consideration") which shall be equal to two million five hundred
      thousand ((pound)2,500,000) pounds sterling (the "Fixed Consideration
      Value").

      Such Fixed Consideration shall be payable on Completion by the allotment
      and delivery to the Vendors (in such proportion among the two Vendors as
      they shall advise the Purchaser of certificates representing that
      aggregate number of TownPages Shares (the "Closing TownPages Shares") as
      shall be determined by DIVIDING (a) the Fixed Consideration Value, by (b)
      the average of the closing price per share of American Depositary Shares
      ("ADSs") of TownPages, as traded on the American Stock Exchange, Inc. on
      the five (5) Business Days immediately prior to the Completion Date, and
      as reported in the New York Times or the Wall Street Journal (the
      "Completion Date Closing Price"). The US$/(pound) Sterling conversion rate
      shall be as set out in clause 3.4.

3.2.  Contingent  Consideration.   In  addition  to  the  Fixed  Consideration
      payable under clause 3.1, not later than 90 days after the end of the 2000
      Fiscal Year of the Company, the Purchaser (subject to the rights of set
      off created by clause 3.3.2) shall cause to be paid to the Vendors the
      Contingent Consideration. Such Contingent


                                       13
<PAGE>


      Consideration shall be payable by the allotment and delivery to the Vendor
      (in such proportion among the two Vendors as they shall advise the
      Purchaser in writing not less than ten Business Days prior to payment of
      the Contingent Consideration) of certificates representing that aggregate
      number of TownPages Shares (the "Contingent TownPages Shares") as shall be
      determined by DIVIDING (a) the Contingent Consideration, by (b) the
      Completion Date Closing Price.

      3.2.1 The Purchaser hereby undertakes with John Bowden, one of the Vendors
            that during the Earnout Period, unless the contrary may be approved,
            procured or effected by John Bowden:

            (a)   the Purchaser shall  not take or procure to be taken any
                  action calculated  or intended to frustrate or prevent the
                  achieving of the best  reasonably obtainable Net Income of
                  the Company for the 2000 Fiscal  Year; provided that, for
                  the avoidance of doubt (i) during the Earnout Period,
                  neither the Purchaser nor its affiliates shall charge
                  management fees, salaries or other general and
                  administrative overhead expenses to the Company, unless any
                  such charges so imposed on the Company  shall not be
                  deducted as a Company expensed for the purposes of
                  calculating the Net Income of the Company for the 2000
                  Fiscal Year Financial Statements, and (ii) nothing in this
                  clause shall be taken as requiring the provision of funding
                  by the Purchaser to the Company;

            (b)   the business of the Company shall be conducted on a commercial
                  basis and with a view to achieving realistic budgeted profits
                  approved by the Board of the Company and without material
                  change in the method and manner in which it has been conducted
                  hitherto.

            (c)   all records and books of account whether relating to the
                  Contingent Consideration, its method of calculation or
                  otherwise shall be unauthorised and made available for
                  inspection at all times reasonably required by the Vendors.


                                       14
<PAGE>

      3.2.2 The Vendors agree that in the event that the Purchaser has issued a
            claim against the Vendors in relation to the Warranties at a time
            when a payment of Contingent Consideration would be required to be
            made to the Vendors under this clause, the Purchaser may until such
            claim is determined, settled or otherwise resolved, withhold an
            amount equal to the amount of such claim from such payment of
            Contingent Consideration and may set off any amount determined,
            settled or otherwise agreed or agreed to be owed to it in relation
            to such claim against any payment of Contingent Consideration.

3.3.  3.3.1 The Vendors acknowledge and agree that all TownPages Shares
            acquired and to be acquired by them have been and will be
            acquired for investment  purposes only and not with a view toward
            the  immediate   distribution  or  resale  thereof.  The Vendors
            further acknowledge that each of them is a sophisticated investor
            which has had an opportunity to review the Purchaser's prospectus
            dated April 30, 1999 and other publicly available information
            concerning the Purchaser  and ask  questions of members of the
            Purchaser's management concerning its business, financial
            condition and prospects, prior to making a decision to accept the
            TownPages Shares. The Vendors further acknowledge that each of
            them has been advised by the Purchaser and its United States legal
            counsel that neither the Closing TownPages Shares nor the Contingent
            TownPages Shares have been registered under the United States
            Securities Act of 1933, as amended (the "Securities Act").
            Accordingly, such TownPages shares may not be sold, transferred,
            hypothecated or assigned (collectively, "Transferred") in the
            absence of a registration statement covering such TownPages Shares
            declared effective by the United States Securities and Exchange
            Commission ("SEC"), or an opinion of legal counsel reasonably
            acceptable to the Purchaser to the effect that an exemption from the
            registration requirement under the Securities Act shall exist. An
            appropriate legend to this effect may be placed on the certificates
            evidencing the TownPages Shares.


                                       15
<PAGE>

      3.3.2 The Purchaser covenants and agrees to use its best efforts to
            file with the SEC and cause to be declared effective by the SEC, a
            registration statement covering that number of Closing TownPages
            Shares as shall, based on the Fixed Consideration Value and the
            Completion Date Closing Price, have a market value of five hundred
            thousand ((pound)500,000) pounds sterling (the "Registered TownPages
            Shares"). In such connection, the Purchaser agrees to file such
            registration statement with the SEC not later than 30 days from the
            Completion Date and to use its best efforts diligently and promptly
            to respond to any comments received from the SEC in respect of such
            registration statement so as to cause such registration statement to
            be declared effective by the SEC by not later than 60 days from the
            initial filing of such registration statement with the SEC. The
            Purchaser shall indemnify, defend and hold harmless the Vendors from
            any liabilities or claims or legal expenses arising out of such
            registration statement, except as the same may relate solely to
            information furnished by the Vendors to the Purchaser for inclusion
            in such registration statement. Conversely the Vendors shall
            indemnify, defend and hold harmless the Purchaser in writing
            expressly for from any liabilities or claims or legal expenses
            arising out of such registration statement which are related solely
            to information furnished by the Vendors to the Purchaser in writing
            expressly for inclusion in such registration statement. The
            Purchaser shall bear all costs and expenses incident to the
            preparation, filing and completion of the registration statement.

      3.3.3 Within seven (7) Business Days following the effectiveness of the
            registration statement (irrespective of the period of time from the
            Completion Date to such effective date) and for a period which shall
            expire on a date which shall not be later than ninety (90) days from
            the Completion Date (the "Placement Period"), the Purchaser shall
            place all or portions of the Registered TownPages Shares through
            registered broker/dealers at retail or in block trades at the market
            prices then prevailing. All proceeds, net of customary selling
            commissions, shall be for the sole account of the Vendors,
            including, without


                                       16
<PAGE>


            limitation, all net proceeds received in excess of five hundred
            ((pound)500,000) pounds sterling, if any.

      3.3.4 If, for any reason, by the end of the Placement Period, the
            Purchaser has been unable to effect sales of all of the Registered
            TownPages Shares, the Vendors shall have the right to effect sales
            of such Registered TownPages Shares, to the fullest extent permitted
            by United States securities laws. In the event and to the extent
            that the net proceeds from sales of all Registered TownPages shares
            shall be less than five hundred ((pound)500,000) pounds sterling,
            the Purchaser shall pay to the Vendors in cash the difference
            between five hundred ((pound)500,000) pounds sterling and the
            aggregate net proceeds received by them from prior sales of all
            Registered TownPages Shares.

      3.3.5 The remaining Closing TownPages Shares not constituting Registered
            TownPages Shares and all Contingent TownPages Shares (collectively,
            the "Unregistered TownPages Shares"), shall not be registered under
            the Securities Act and may not be sold, transferred, hypothecated or
            assigned until a minimum period of 12 months shall have elapsed from
            the date(s) of issuance thereof. The Purchaser shall have no
            obligation to register such Unregistered TownPages Shares under the
            Securities Act.

      3.3.6 With a view to making available to the Vendors and their Permitted
            Transferees the benefits of Rule 144 promulgated under the
            Securities Act and any other rule or regulation of the SEC that may
            at any time permit a holder of TownPages Shares to sell such
            securities to the public without registration, the Purchaser agrees
            to (a) make and keep public information available, as those terms
            are understood and defined in Rule 144, at all times after the
            Purchaser is subject to the reporting requirements of Section 13 of
            the Securities Exchange Act of 1934, as amended (the "Exchange
            Act"); (b) file with the SEC in a timely manner all reports and
            other documents required of the Purchase under the Securities Act
            and the Exchange Act; and (c) furnish to the Vendors and their
            Permitted Transferees, so long as such holder owns any


                                       17
<PAGE>


            TownPages Shares issued pursuant to this agreement, forthwith upon
            request (i) a written statement by the Purchaser that it has
            compiled with the reporting requirments of Rule 144, the Securities
            Act and the Exchange Act (at any time after one year from the date
            of this Agreement), (ii) a copy of the most recent annual or
            quarterly report of the Purchaser and such other reports and
            documents so filed by the Purchaser and (iii) such other information
            as may be reasonably requested in availing any such holder of any
            rule or regualtion of the SECwhich permits the selling of any such
            securities without registration or pursuant to such form.

      3.3.7 The provisions of this sub clause 3.3 shall apply fully and to the
            same effect in relation to the Contingent Consideration as they do
            to the Fixed Consideration in order to provide the Vendors with a
            second sum of (pound)500,000 in cash if so requested.

3.4.  For the purposes of calculating the Fixed Consideration and the Contingent
      Consideration the US$/(pound) sterling conversion rate shall be the
      average of the middle market rate set out in the Financial Times London
      edition on the last Three Business days before the payment of the Fixed
      Consideration or the Contingent Consideration, as the case may be

3.5.  The Purchaser represents and warrants that when issued, delivered in
      accordance with the terms of this clause 3 ,all TownPages Shares shall be
      duly authorised, validly issued, fully paid and non-assessable.

4.    COMPLETION

4.1.  Completion shall take place at the offices of the Vendors' Solicitors on
      the Completion Date, when subject to clause 4.6 all the transactions
      mentioned in the following sub-clauses shall take place.

4.2.  The Vendors shall deliver to the Purchaser:-


                                       18
<PAGE>


      4.2.1 duly completed and signed transfers in favour of the Purchaser or as
            it may direct in respect of the Shares together with the relative
            share certificates;

      4.2.2 the resignation of the existing auditors of the Company confirming
            that they have no outstanding claims of any kind and containing a
            statement under CA s 394(1) that there are no such circumstances as
            are mentioned in that section;

      4.2.3 the statutory books of the Company complete and up to date and their
            certificate of incorporation and common seals;

      4.2.4 the leases relating to the Properties;

      4.2.5 written confirmation from the Vendors that there are no subsisting
            guarantees given by the Company in their favour or in favour of any
            person connected with them and that save as set out in such letter
            the Vendors will not be indebted or otherwise obligated to the
            Company or vice versa;

      4.2.6 the resignation of the Secretary of the Company;

      4.2.7 the entry into Service Agreements in the Agreed Form between the
            Company and each of the Vendors

      4.2.8 an agreement for lease.

4.3.  Board meetings of the Company shall be held at which:-

      4.3.1 the transfers referred to in clauses 4.2.1 or 4.2.2 (as the case may
            be) shall be approved (subject to stamping);

      4.3.2 the resignations referred to in clause 4.2.3 and 4.2.7 shall be
            submitted and accepted; and

      4.3.3 such persons as the Purchaser may nominate shall be appointed
            additional directors and as the Secretary.


                                       19
<PAGE>


4.4.  Upon completion of the matters referred to in clauses 4.2 to 4.3 the
      Purchaser shall deliver to the Vendors' Solicitors certificates in respect
      of the Town Pages Shares to be allotted at Completion in respect of the
      part of the purchase consideration referred to in clause 3.1.

4.5.  The Purchaser may in its absolute discretion waive any requirement
      contained in clauses 4.2 to 4.3, and shall not be obliged to complete the
      purchase of any of the Shares unless the purchase of all the Shares is
      completed in accordance with this agreement, but may instead rescind this
      agreement without prejudice to any other remedy it may have.

4.6.  As soon as reasonably possible after Completion the parties shall use
      their respective best endeavours to procure that the Companies shall repay
      all sums owing to its directors and to the Vendors and persons connected
      with the Vendors and the directors and vice versa.

5.    WARRANTIES AND UNDERTAKINGS BY THE VENDORS

5.1.  The Vendors jointly and severally represent and warrant to the Purchaser
      that:

      5.1.1 each of them has and will have full power and authority to enter
            into and perform this agreement, which constitute or when executed
            will constitute binding obligations on it or them in accordance with
            its terms;

      5.1.2 the Shares will at Completion constitute the whole of the issued and
            allotted share capital of each Company

      5.1.3 there are and at Completion will be no encumbrances on, over or
            affecting the Shares and there are and at Completion will be no
            agreements or arrangements to give or create any such Encumbrance
            and no claim has been or will be made by any person to be entitled
            to any of the foregoing;


                                       20
<PAGE>


      5.1.4 the Vendors will be entitled to transfer the full legal and
            beneficial ownership of the Shares to the Purchaser on the terms of
            this agreement without the consent of any third party;

      5.1.5 the  information in Schedule 2 relating to the Company is true and
            accurate in all respects;

      5.1.6 save as set out in the Disclosure Letter or as disclosed in
            accordance with clause 5.4, the warranties set forth in Schedule 4
            are true and accurate in all material respects at the date of this
            agreement;

      5.1.7 the contents of the Disclosure Letter and all of the accompanying
            documents are true and accurate in all material respects and fairly
            disclose every matter to which they relate; and

      5.1.8 On the 30th September 1999 the Company  acquired all the assets of
            the Partnership

5.2.  The Vendors jointly and severally undertake in relation to any Warranty
      which refers to knowledge, information or belief of the Vendors that they
      have made all reasonable enquiry into the subject matter of that Warranty.

5.3.  Except where expressly stated otherwise, no clause contained in this
      agreement shall govern or limit the extent or application of any other
      clause.

5.4.  The rights and remedies of the Purchaser in respect of any breach of the
      Warranties shall not be affected by Completion, or failing to exercise or
      delaying the exercise of any right or remedy except a specific and duly
      authorised written or release, and no single or partial exercise of any
      right or remedy shall preclude any further or other exercise.

5.5.  None of the  information  supplied  by the  Company or its  professional
      advisers  prior to the date of this  agreement  to the  Vendors or their
      respective  agents,  representatives  or advisors in connection with the
      Warranties  and the contents of the Disclosure  Letter,


                                       21
<PAGE>


      or otherwise in relation to the business or affairs of the Company,
      shall be deemed a representation, warranty or guarantee of its accuracy
      by the Company to the Vendors, and the Vendors waive any claim against
      the Company which they might otherwise have in respect of it.

5.6.  The Purchaser acknowledges that it has not been induced to enter into this
      agreement by any representation or warranty other than the Warranties.

6.    RESTRICTIVE AGREEMENT

6.1.  For the purpose of assuring to the Purchaser the full benefit of the
      businesses and goodwill of the Company, each of the Vendors undertakes by
      way of further consideration for the obligations of the Purchaser under
      this agreement as separate and independent agreements that neither of the
      Vendors, nor any person, firm or corporation controlled by any of them
      will not:-

      6.1.1 at any time after Completion disclose to any person, or themselves
            use for any purpose, and they shall use their best endeavours to
            prevent the publication or disclosure of, any information concerning
            the business, accounts or finances of the Company or any of its
            clients or customers transactions or affairs, which may or may have
            come to their knowledge;

      6.1.2 for a period of not less than three years after Completion for their
            own account or for the account or benefit of any other person
            directly or indirectly solicit, interfere with or endeavour to
            entice away from the Company any person who to their knowledge is
            now or has during the three years preceding the date of
            this agreement been a client, customer or employee of, or in the
            habit of dealing with the Company;

      6.1.3 for a period of not less than three years after Completion, without
            the Purchaser's prior written consent either alone or jointly with,
            or as manager, agent for or employee of any person, directly or
            indirectly carry on or be


                                       22
<PAGE>


            engaged or concerned or interested in the business of an internet
            based directory for Councils and others.

7.    GENERAL

7.1.  No announcement of any kind shall be made in respect of the subject matter
      of this agreement unless specifically agreed between the parties or
      otherwise as is required by The American Stock Exchange, Inc.

7.2.  This  agreement  shall be binding  upon and inure for the benefit of the
      successors  of the  parties but shall not be  assignable,  save that the
      Purchaser  may at any  time  assign  all or any part of its  rights  and
      benefits  under this  agreement,  including the Warranties and any cause
      of action  arising under or in respect of any of them, to any transferee
      of the  share  capital  of the  Companies  or  any  of  them,  or to any
      Affiliate of the  Purchaser  who may enforce them as if he had also been
      named  in  this   agreement  as  the  Purchaser.   Notwithstanding   the
      foregoing the  provisions of clause 3.3 and the Town Pages Shares hereby
      allotted may be assigned by any Vendor to its Permitted Transferee(s).

7.3.  Save when expressly otherwise provided, all expenses incurred by or on
      behalf of the parties, including all fees or agents, representatives,
      solicitors, accountants and actuaries employed by any of them in
      connection with the negotiation, preparation or execution of this
      agreement shall be borne solely by the party who incurred the liability
      and no Company shall have any liability in respect of them.

7.4.  Time shall be of the essence of this agreement, both as regards the dates
      and periods specifically mentioned and as to any dates and periods which
      may by agreement in writing between or on behalf of the Vendors and the
      Purchaser be substituted for them.

7.5.  (A) Any notice or other communication required to be given under this
      agreement or in connection with the matters contemplated by it shall,
      except where otherwise


                                       23
<PAGE>


      specifically provided, be in writing in the English language and shall
      be addressed as provided in Sub-clause (B) and may be:

      (1)   personally delivered, in which case it shall be deemed to have been
            given upon delivery at the relevant address; or

      (2)   if within the United Kingdom, sent by first class prepaid post, in
            which case it shall be deemed to have been given two Business Days
            after the date of posting; or

      (3)   sent by fax , in which case it shall be deemed to have been given
            when despatched ,subject to confirmation of uninterrupted by a
            transmission report, provide that any notice despatched by fax after
            1700 hours (a the place where such fax is to be received) on any day
            shall be deemed to have been received at 0800 on the next Business
            Day

(B)   The addresses and other details of the parties referred to in Sub-clause
      are subject to Sub-Clause (C):

      Name: John Bowden and Lucy Bowden c/o the Vendors' Solicitors
      For the attention of J Harrison

      Fax number  0191 233 0805

      Name: TownPagesNet.com.plc 11 Market Square, Alton, Hampshire
      Fax Number 01420 541322
      For the attention of the Managing Director
      With copy to the Purchaser's Solicitor

      Fax number 0171 638 8799
      Attention CJW Stenning

(C)   Any party to this agreement may notify the other parties to its address or
      other details specified in Sub-clause (B), provided that such notification
      shall be effective only on the only on the date specified in such notice
      or five Business Days after the notice is


                                       24
<PAGE>


      given, whichever is the later, provided that such new address shall be in
      the United Kingdom.

7.6.  This Agreement sets out the entire agreement and understanding between the
      parties with respect to the subject matter hereof. It is agreed that
      neither party has entered into this Agreement in reliance upon any
      representation, warrant or undertaking of any other party which is not
      expressly set out or referred to in this Agreement.

7.7.  The obligations of the Vendors to the Purchaser shall be joint and
      several.

7.8.  This agreement shall be governed by English law and the parties hereby
      agreed to submit to the exclusive jurisdiction of the English courts.

AS WITNESS the hands of the parties hereto or their duly authorised
representative the day and year first before written.


                                       25

<PAGE>


                                   SCHEDULE 1

                           VENDORS' HOLDINGS OF SHARES

                               BUYERSGUIDE LIMITED

VENDORS NAME AND ADDRESS                NO OF ORDINARY SHARES OF(POUND)1 EACH

LUCY BOWDEN                                              50
26 REID PARK ROAD
JESMOND
NEWCASTLE UPON TYNE

JOHN JAMES BOWDEN                                        50
109 OSBORNE ROAD
JESMOND
NEWCASTLE UPON TYNE


                                       26
<PAGE>



                                   SCHEDULE 2

                             DETAILS OF THE COMPANY

                              BUYERS GUIDE LIMITED

REGISTERED OFFICE         2 OSBORNE TERRACE, NEWCASTLE UPON TYNE

DIRECTORS                 LUCY BOWDEN

                          JOHN JAMES BOWDEN

SECRETARY                 JOHN JAMES BOWDEN

NUMBER                    383 4517

The Company has no Subsidiaries


                                       27
<PAGE>


                                   SCHEDULE 3

                                 THE PROPERTIES

                  LEASEHOLD GRANTED TO BUYERS GUIDE LIMITED

DESCRIPTION                         TENURE           DATE OF EXPIRY OF LEASE

1st and 2nd Floors            Agreement for lease
2 Osborne Terrace
Jesmond
Newcastle upon Tyne
NE2 1NE

1st Floor                           License
25 York Place                                            Monthly offices
Leeds                                                    Quarterly carbay
West Yorkshire
LS1 2EY


                                       28
<PAGE>


                                   SCHEDULE 4

                                   WARRANTIES

1.    Constitution
2.    Accounts
3.    Business
4.    Directors and Employees
5.    Properties
6.    The Companies and their Bankers
7.    Accuracy of Information
8.    Tax
9.    Environment Matters
10.   Intellectual Properties
11.   Information Technology and Millennium Compliance
12.   Pensions


                                       29
<PAGE>


1.    CONSTITUTION

1.1.  MEMORANDUM AND ARTICLES

      The Memorandum and Articles of Association of the Company in the form of
      the copies attached to the Disclosure Letter supplied to the Purchaser are
      complete and accurate and have embodied therein or annexed thereto copies
      of all resolutions and agreements as are referred to in section 380 of the
      Companies Act 1985, and all amendments thereto (if any) were duly and
      properly made.

1.2.  REGISTER OF MEMBERS

      The Register of Members of the Company contains true and accurate records
      of the members from time to time of the Company and the Company has not
      been subject to any application under the Companies Act 1985 for
      rectification of such register.

1.3.  RETURNS

      All such resolutions returns and other documents required by the Companies
      Act 1985 to be delivered to the Registrar of Companies in respect of the
      Company have been duly delivered and are true and accurate in all material
      respects.

1.4.  POWERS OF ATTORNEY

      The Company has not executed any power of attorney or conferred on any
      person other than its directors, officers and employees any authority to
      enter into any transaction on behalf of or to bind the Company in any way.


                                       30
<PAGE>


1.5.  SUBSIDIARIES

      The Company has no subsidiaries. nor does the Company own any shares or
      stock in the capital of nor has any beneficial interest in any other
      company or business organisation nor does any Company control or take part
      in the management of any other company or business organisation.

2.    ACCOUNTS

2.1.  PRINCIPAL ACCOUNTS

      The Principal Accounts comply with all applicable accounting standards and
      have been prepared in accordance with all relevant statutes and with
      generally accepted accounting principles and practices and the profit and
      loss account reasonably reflects the profits of the Partnership for the
      period and the balance sheet fairly discloses the value of the assets of
      the Partnership as at its date.

2.2.  ACCOUNTING POLICY

      The Principal Accounts have been prepared on a basis fully consistent with
      the basis upon which all accounts of the Partnership have been prepared.

2.3.  STOCK IN TRADE

      The Company has no stock in trade


                                       31
<PAGE>


2.4.  OFF BALANCE SHEET FINANCING

      None of the Vendors nor the Company or any company associated in any way
      with them has engaged in any financing (including without prejudice to the
      generality of the foregoing the incurring of any borrowing or any
      indebtedness in the nature of borrowing including without limitation
      liabilities in the nature of acceptances or acceptance credits) of a type
      of which would not be required to be shown or reflected in the Principal
      Accounts.

2.5.  ACCOUNTING REFERENCE DATE

      The Company has notified the Registrar of Companies 31 March as being its
      accounting reference date pursuant to the Companies Act 1985.

2.6.  BOOKS OF ACCOUNT

      The Partnership has properly kept and maintained all necessary books of
      account (reflecting in accordance with the accounting principles set out
      in the Disclosure Letter and practices all transactions effected by the
      Partnership or which they or it is or has been a party) minute books
      records register of members and other statutory books. All such documents
      contain full and accurate records of all material matters required to be
      recorded therein and all deeds and documents (properly stamped where
      stamping is necessary for enforcement thereof) belonging to the
      Partnership or which ought to be in the possession of the Partnership.

2.7.  MANAGEMENT ACCOUNTS

      Any management accounts prepared by the Vendors for the Partnership since
      the Last Accounts Date were compiled with due care, on the same basis as
      the management


                                       32
<PAGE>

      accounts of the Partnership had been prepared during the previous
      accounting period prior to the Last Accounts Date and give a fair
      representation of the results of the Partnership from the period from
      the Last Accounts Date to the date which they were drawn up and the
      state of affairs of the Partnership as at the date to which they were
      drawn up.

2.8.  No amount included in the Principal Accounts as owing to the Partnership
      at the Last Accounts Date has been released for an amount less than the
      value at which it was included in the Principal Accounts or is now
      regarded by the Vendors as irrecoverable in whole or in part. The
      Partnership has not factored or discounted any of its debts or other
      receivables or agreed to do so.

3.    BUSINESS

3.1.  BUSINESS SINCE THE LAST ACCOUNTS DATE

      Since the Last Accounts Date the business of the Partnership has been
      conducted in the ordinary course of business.

3.2.  ACQUISITION AND DISPOSAL OF ASSETS

      The Partnership has not since the Last Accounts Date acquired or agreed to
      acquire any asset for a consideration which (so far as the Vendors are
      aware) is higher than the market value at the time of acquisition and nor
      has disposed of or agreed to dispose of any asset for a consideration
      which is lower than the market value or the value thereof as shown in its
      books at the time of disposal.


                                       33
<PAGE>


3.3.  CHARGES AND TITLE TO ASSETS

      The Partnership has not created or agreed to create or suffered to arise
      any Encumbrance over any part of its undertaking or assets and the Company
      has and will at Completion have a good title to all the assets included in
      the Principal Accounts and to all other assets (tangible or intangible)
      used for the purpose of its business at the date hereof and to all assets
      acquired since the Last Accounts Date and prior to Completion.

3.4.  LEASING ETC AGREEMENTS

      Full and accurate details of any hiring or leasing agreements, hire
      purchase agreement, credit or conditional sale agreement, agreement for
      payment on deferred terms or any other similar agreement to which the
      Partnership or the Company is a party are contained in the Disclosure
      Letter and copies annexed thereto.

3.5.  ONEROUS OBLIGATIONS

      Neither the Partnership nor the Company is a party to any contract,
      transaction, arrangement or liability which is material and outside the
      ordinary course of business of the Partnership or the Company and which:-

      3.5.1 is of an unusual or abnormal nature;

      3.5.2 is for a fixed term of more than three months;

      3.5.3 is of a long term nature (that is, unlikely to have been fully
            performed, in accordance with its terms, more than six months after
            the date on which it was entered into or undertaken);


                                       34
<PAGE>


      3.5.4 is incapable of termination in accordance with its terms, by the
            Partnership or the Company, on 60 days notice or less;

      3.5.5 involves payment by the Company by reference of fluctuations in the
            index of retail prices, or any other index or in the rate of
            exchange for any currency;

      3.5.6 involves an aggregate  outstanding  expenditure  by the Company of
            more than (pound)25,000;

      3.5.7 restricts its freedom to engage in any activity or business or
            confines its activity or business to a particular place.

3.6   SUPPLY CONTRACTS

      All agreements or arrangements for the supply of services to or by the
      Partnership or the Company which involve or are likely to involve the
      supply of services the aggregate sale value of which will represent in
      excess of ten per cent of the turnover for the preceding financial year of
      the Partnership or the Company have been disclosed to the Purchaser in
      writing. Neither the Partnership nor Company has been notified of, nor are
      the Vendors aware of, any breach of the Partnership's or the Company's
      obligations under any contract, transaction or arrangement to which it is
      a party or by which it is bound.

3.7   EVENTS OF DEFAULT

      3.7.1 No event has occurred or is subsisting which constitutes or results
            in or would with the giving of notice and/or lapse of time
            constitute or result in default or the acceleration of any
            obligation under any agreement or arrangement to which the
            Partnership or the Company is a party or by which it or any of its
            properties, revenues or assets are bound.


                                       34
<PAGE>


      3.7.2 Neither the Partnership nor the Company is a party to any agreement
            or arrangement which is capable of termination (without liability
            for compensation) by any other person on a change in the management
            control of the Partnership and/or the Company or by reason of the
            sale of the Shares under this agreement.

3.8   GUARANTEES ETC.

      Neither the Partnership nor the Company has given any guarantee,
      indemnity, warranty or bond incurred any other similar obligation or
      created any security for or in respect of liabilities, actual or
      contingent, of any other person.

3.9   OPTIONS OVER SHARES ETC.

      No share or loan capital has been created or issued or agreed to be
      created or issued by the Company and there are no options or other
      agreements outstanding which call or give any person the right to call
      (whether or not subject to conditions) for the issue of any share or loan
      capital of the Company, and neither of the Vendors are under any
      obligation of any kind whatsoever whether actual or contingent to sell,
      charge or otherwise dispose of any of such shares or any interest therein
      to any other person.

3.10  LITIGATION

      Save for routine debt collection, neither the Partnership nor the Company
      is engaged in any litigation or arbitration, prosecution or other legal
      proceedings (whether as plaintiff, defendant or third party) and there are
      no such proceedings pending or threatened or any proceedings in respect of
      which the Partnership or the Company is or might be liable to indemnify
      any other person concerned therein. There are no claims, facts or events
      which are likely to give rise to any such proceedings and neither the
      Partnership nor the Company is engaged in and has not in the last six
      years been engaged in, and no facts or events exist or have occurred which
      are likely to


                                       35
<PAGE>


      cause the Vendors or Company to be involved, in proceedings or enquiries
      before any government or municipal board of enquiry or commission or any
      other administrative body (whether judicial quasi-judicial or otherwise)
      in which any favourable judgement or decision would or might adversely
      affect the business of any Company or the value of any of its assets.

3.11  BUSINESS NAME

      The Partnership has only carried on business under the following names
      Bowden Publishing and the Company has only carried on business under its
      corporate name.

3.12  PROPERTIES IN OTHER COMPANIES

      Neither the Partnership nor the Company is liable to offer for sale
      transfer or otherwise dispose of or purchase or otherwise acquire any
      assets, including shares held by it in other bodies corporate under the
      partnership agreement or it articles of association (as the case may be)
      or agreement or arrangement or to take or suffer any action upon the
      happening of any such event.

3.13  INSURANCE

      3.13.1   The Partnership and the Company have produced to the
               Purchaser all insurance policies in effect in relation to their
               businesses and assets and all such policies are in full force and
               effect and not voidable;

      3.13.2   The Partnership and the Company are now, and have at all
               material times been covered against accident, damage, injury,
               third party loss (including product liability), loss of profits
               and has at all times effected such insurance's as are required by
               law;

      3.13.3   So far as the Vendors are aware there are no circumstances
               which might lead to any liability under such insurance being
               avoided by the insurers or the premiums being increased and there
               is no claim outstanding under any such


                                       37
<PAGE>


            policy nor is any Vendor aware of any circumstances likely to
            give rise to a claim.

3.14  LICENCES

      The Partnership and the Company have all licences, permissions, and so far
      as the Vendors are aware, permits, consents and authorisations required
      for the carrying on of its business and neither the Partnership nor the
      Company is in breach of the terms or conditions of such licences,
      permissions, permits, consents and authorisations. So far as the Vendors
      aware there are no pending or threatened proceedings which might in any
      way affect such licences, permissions, permits, consents and
      authorisations and there is no other reason why any of them should be
      suspended, threatened or revoked or be invalid.

3.15  GRANTS

      Neither the Partnership nor the Company has applied for nor received any
      financial assistance from any supranational, national or local agency,
      body or authority.

4. DIRECTORS AND EMPLOYEES

4.1   The names of the Directors and Secretary shown in Schedule 2 are true and
      complete and no person not named therein is a director of the Company.

4.2   Those particulars of all officers and employees annexed to the
      Disclosure Letter show all remuneration and other benefits:- 4.2.1
      actually provided; and 4.2.2 which the Company is bound to provide
      (whether now or in the future) to each officer and employee of the Company
      and are true and complete and include particulars of and details of
      participation in all profit sharing, incentive, bonus, commission, share
      option, medical insurance, permanent health insurance, directors and
      officers insurance, travel, car, redundancy and other benefit schemes,


                                       39
<PAGE>


      arrangements and understandings operated for all or any employees or
      former employees of the Partnership and the Company or their dependants
      whether legally binding on the Company or not.

4.3   The particulars of all employees annexed to the Disclosure Letter show the
      names, job title, date of commencement of employment, date of birth and
      period of continuous employment (calculated in accordance with chapter 1
      of part XIV of the Employment Rights Act 1996 ("ERA")) of every employee
      of the Partnership and the Company.

4.4   The Disclosure Letter or the annexures thereto contains copies of all the
      standard terms and conditions, staff handbooks and policies which apply to
      employees of the Partnership and the Company and identifies which terms
      and conditions apply to which employees.

4.5   There are no service agreements or contracts of employment between the
      Partnership and/or the Company and any of its directors or employees
      containing any provision in addition to the matters required to be
      contained under section 1 of the ERA. All employees of the Company have
      received a written statement of particulars of their employment as
      required by section 1 of the ERA.

4.6   There are no training schemes, arrangements or proposals, whether past or
      present, in respect of which a levy may henceforth become payable by the
      Partnership or the Company under the Industrial Training Act 1982 (as
      amended) and pending Completion no such schemes, arrangements or proposals
      will be established or undertaken.

4.7   Since the Last Accounts Date neither the Partnership nor the Company has
      made, announced or proposed any changes to the emoluments or benefits of
      or any bonus to any of its directors, offices or employees and neither the
      Partnership nor the Company is under an obligation to make any such
      changes with or without retrospective operation.


                                       39
<PAGE>


4.8   No past or present director, officer or employee currently has any claim
      against the Company;

      4.8.1    in respect or any accident or injury which is not fully covered
               by insurance; or

      4.8.2    in breach of contract of services or for services; or

      4.8.3    for loss of office or arising out of or connected with the
               termination of his office of employment (including any redundancy
               payment)

      and so far as the Vendors are aware there is no event which would or might
      give rise to any such claim.

4.9   The Partnership and the Company have has maintained adequate and suitable
      records regarding the service of directors, officers and employees and
      such records comply with the requirements of the Data Protection Act 1984.

4.10  There are no amounts owing or agreed to be loaned or advanced by the
      Vendors or by the Company to any directors, officers and employees of the
      Company (other than amounts representing remuneration accrued due for the
      current pay period, accrued holiday pay for the current holiday year or
      for reimbursement of expenses).

4.11  No current, director, officer or employee of the Partnership or the
      Company has given or received notice to terminate his or her employment.

4.12  Save in accordance with their respective contracts there are no directors,
      officers or employees of the Company who are absent on grounds of
      disability or other leave of secondment, maternity leave or absence.


                                       40
<PAGE>


5.    PROPERTIES

5.1.  TITLE

      5.1.1 The Properties comprise the only Properties owned, occupied or
            otherwise used in connection with their business by the Company.

      5.1.2 The Properties are occupied or used by right of ownership or under
            lease or licence, and the terms of any such lease or licence permit
            such occupation or use.

      5.1.3 The information contained in Schedule 3 as to the tenure of the
            Properties, is true and accurate in all material respects.

5.2   ENCUMBRANCES

      5.2.1 The Properties are free from any mortgage, debenture, charge,
            rent-charge, lien or other encumbrance securing the repayment of
            monies or other obligation or liability of the Company or any other
            person.

      5.2.2 The Properties are not subject to any outgoings other than general
            rates, water rates and insurance premiums and in the case of
            leasehold properties rent and service charges.

      5.2.3 The Properties are not subject to any restrictive covenants,
            stipulations, easements, profits a prendre, wayleaves, licences,
            grants, restrictions, overriding interest or other such rights
            vested in third parties.

      5.2.4 Where any such matters as are referred to in clauses 5.2.1, 5.2.2
            and 5.2.3 have been disclosed in the Disclosure Letter, the
            obligations and liabilities imposed


                                       41
<PAGE>


            and arising under them have been fully observed and performed and
            any payments in respect of them due and payable have been duly paid.

      5.2.5 The Properties are not subject to any option, right of pre-emption
            or right of first refusal.

5.3   PLANNING MATTERS

      5.3.1 The use of the Properties is the permitted use for the purposes of
            the Planning Acts.

      5.3.2 The Properties are not listed as being of special historic or
            architectural importance or located in a conservation area.

      5.3.3 All development charges, monetary claims and liabilities under the
            Planning Acts or any other such legislation have been discharged and
            no such liability, contingent or otherwise, is outstanding.

5.4   STATUTORY OBLIGATIONS

      5.4.1 Compliance has been made with all applicable statutory and by-law
            requirements with respect to the Properties and in particular (but
            without limitation) with the requirements as to fire precautions and
            under the Public Health Acts and the Offices, Shops and Railway
            Premises Act 1963.

      5.4.2 There are no outstanding and unobserved or unperformed obligations
            with respect to the Properties necessary to comply with the
            requirements (whether formal or informal) of any competent authority
            exercising statutory or delegated powers.


                                       42
<PAGE>


      5.4.3 There are not in force or required to be in force any licences
            whether under the Licensing Acts 1964 or otherwise which apply to
            the Properties.

5.5   ADVERSE ORDERS

      5.5.1 There are no compulsory purchase notices, orders or resolutions
            affecting the Properties nor are there any circumstances likely to
            lead to any being made.

      5.5.2 There are no closing, demolition or clearance orders, enforcement
            notice or stop notices affecting the Properties nor so far as the
            Vendors are aware are there any circumstances likely to lead to any
            being made.

5.6   CONDITION OF THE PROPERTIES

      5.6.1 There are no disputes with any adjoining or neighbouring owner with
            respect to boundary walls and fences or with respect to any
            easement, right or means of access to any of the Properties.

      5.6.2 The principal means of access to all of the Properties is over roads
            which have been taken over by the local or other highway authority
            and which have been taken over by the local or other highway
            authority and which are maintainable at the public expense and no
            means of access to the Properties is shared with any other party nor
            subject to rights of determination by any other party.

      5.6.3 The Properties enjoy the main service of water, drainage,
            electricity and/or gas.

      5.6.4 The Properties are not located in an area or subject to
            circumstances particularly susceptible to flooding.


                                       43
<PAGE>


5.7   INSURANCE

      5.7.1 The Properties are insured in its respective full reinstatement
            values for not less than two years loss of rent and against third
            party and public liabilities to an adequate extent.

      5.7.2 All premiums payable in respect of insurance policies with respect
            to the Properties which have become due have been duly paid and no
            circumstances have arisen which would vitiate or permit the insurers
            to avoid such policies.

      5.7.3 The information in the Disclosure Letter with respect to the
            insurance policies is up to date and true and accurate in all
            respects.

5.8   LEASEHOLD PROPERTIES

      5.8.1 The Partnership and the Company have paid the rent and observed and
            performed the covenants on the part of the tenant and the
            conclusions contained in any leases (which expressions includes
            underleases) under which the Properties are held, and the last
            demand (or receipts for rent if issued) were unqualified, and all
            such leases are valid and in full force.

      5.8.2 All licences, consents and approvals required from the landlords and
            any superior landlords under any lease of the Properties have been
            obtained and the covenants on the part of the tenant contained in
            such licences, consents and approvals have been duly performed and
            observed.

      5.8.3 There is no rent review under the leases any of the Properties
            currently in progress.


                                       44
<PAGE>


      5.8.4 There is not outstanding and unobserved or unperformed any
            obligation necessary to comply with any notice or other requirement
            given by the landlord under the leases of the Properties.

      5.8.5 There is no obligation to reinstate the Properties by removing or
            dismantling any alteration made to it by the Partnership or the
            Company or any predecessor in title to the Company.

THE COMPANY AND ITS BANKERS

6.1   BORROWINGS

      The Company has not borrowed any money

6.2   CONTINUANCE OF FACILITIES

      Full and accurate details of all overdrafts, loans, leases or other
      financial facilities outstanding or available to the Vendors in connection
      with the Partnership have been supplied to the Purchaser and (save for
      entry into this agreement) neither the Vendors nor the Company has done
      anything whereby the continuance of any such facilities in full force and
      effect might be affected or prejudiced.

6.3   BANK ACCOUNTS

      A statement of all the bank accounts of the Company and of the credit or
      debit balances on such accounts as at a date not more than seven days
      before the date hereof has been supplied to the Purchaser. The Company has
      no other bank or deposit accounts (whether in credit or overdrawn) not
      included in such statement. Since such statement there have been no
      payments out of any such accounts except for routine payments and the
      balances on current account are not now substantially different from the
      balances shown on such statements.


                                       45
<PAGE>


TAXATION

7.1   RETURNS

      The Partnership have made all returns and supplied all information and
      given all notices to the Inland Revenue or other authority as reasonably
      requested or required by law within any requisite period and all such
      returns and information and notices are correct and accurate in all
      material respects and are not the subject of any dispute and so far as the
      Vendors are aware there are no facts or circumstances likely to give rise
      to or be the subject of any such dispute.

7.8   PAY AS YOU EARN

      Both of the Partnership and the Company have properly operated the PAYE
      system and National Insurance Contribution system deducting tax as
      required by law from all payments to or treated as made to or benefits
      provided for its employees, ex-employees or independent contractors
      (including any such payments within section 134 of the ICTA) and duly
      accounted to the Inland Revenue in connection with any such payments made
      or benefits provided, and so far as the Vendors are aware no PAYE audit or
      National Insurance or VAT audit in respect of the Partnership or the
      Company has been made by the Inland Revenue, Contributions Agency or H M
      Customs & Excise nor has the Partnership or the Company been notified that
      any such audit will be made and both of the Partnership and the Company
      have complied with all other obligations in respect of National Insurance.

VALUE ADDED TAX

7.52  VALUE ADDED TAX

      7.52.1   Each of the Partnership and the Company is a registered
               taxable person for the purpose of the VAT legislation. So far as
               the Vendors are aware no


                                       46
<PAGE>


               circumstances exist whereby the Partnership nor the Company
               would or become liable for value added tax as an agent or
               otherwise by virtue of section 47 of VATA.

      7.52.2   Each of the Partnership and the Company has complied in
               all respects with the requirements and provisions of VATA and
               all regulations and orders made thereunder (the "VAT
               legislation") and has made and maintained accurate and
               up-to-date records invoices accounts and other documents
               required by or necessary for the purposes of VAT legislation and
               the Partnership and the Company have at all times punctually
               paid and made all payments and returns required thereunder.

      7.52.3   without prejudice to the generality of clause 7.53.2)
               neither the Partnership nor the Company has:

               (i)   taken part in conduct involving dishonesty as described in
                     section 60 of VATA;

               (ii)  committed any serious misdeclaration or neglect as
                     described in section 63 of VATA;

               (iii) issued unauthorised invoices or failed to do anything
                     contemplated by section 67 of VATA;

               (iv)  failed to comply with any regulatory requirements described
                     in section 69 of VATA;

               (v)   been notified of any assessment within sections 59 and 74
                     of VATA or a surcharge notice under section 59 of VATA;

               (vi)  made any agreement with the Commissioners of Customs and
                     Excise which agreement has not been put in writing as
                     contemplated by section 85 of VATA.

      7.52.4   Neither the Partnership nor the Company has made any
               exempt supplies in consequence of which it is or will be unable
               to obtain credit for all input tax paid by it during any VAT
               quarter ending after the Last Accounts Date.


                                       47
<PAGE>


ENVIRONMENTAL MATTERS

8.1   CONSENTS

      Neither the Partnership nor the Company requires any Environmental
      Consent, nor has received any notice of any requirement for any
      Environmental Consent.

8.2   LIABILITY

      Both of the Partnership and the Company are in compliance with all
      environmental laws which are currently applicable to their business (other
      than breaches which are unintentional, minor or insignificant in effect).

      There are no civil criminal arbitration or administrative actions claims
      proceedings or suits pending or threatened against the Partnership or the
      Company arising from or relating to Environmental Consents or
      Environmental Laws and there are no circumstances which may lead to such
      actions claims proceedings or suit.

INTELLECTUAL PROPERTY

9.1   The use by each of the Partnership and the Company of its Intellectual
      Property does not infringe the rights of any third party, nor so far as
      the Vendors are aware does the use by any third party infringe upon the
      rights of the Partnership and Company.

9.2   There are no claims or proceedings in existence or threatened in respect
      of the use by the Partnership and the Company of its Intellectual Property
      and there are no circumstances likely to give rise to any such claims or
      proceedings.


                                       48
<PAGE>


10.   INFORMATION TECHNOLOGY AND MILLENNIUM COMPLIANCE

10.1  None of the business systems forming part of the Partnership's or the
      Company's Intellectual Property has been copied wholly or substantially
      from any other material.

10.2  All the business systems, excluding software, used in the business of the
      Company are owned and operated by and are under the control of the Company
      and are not wholly or partly dependent on any facilities which are not
      under the ownership operation or control of the Company. No action will be
      necessary to enable such systems to continue to be used in the business of
      the Company to the same extent and in the same manner as they have been
      used prior to the date hereof.

10.3  The Company is validly licensed to use the software used in its business
      and no action will be necessary to enable it to continue to use such
      software to the same extent and in the same manner as they have been used
      prior to Completion.

10.4  The Disclosure Letter sets out or has annexed to it copies of all disaster
      recovery agreements used in the course of the business of the Company.

10.5  The performance of the business systems used in the business of the
      Company will not be adversely affected by either any changes in and to
      data information used therein or any changes to inputs and other
      manipulations of data in relation to dates from 1 January 2000 and
      thereafter.

10.6  The Disclosure Letter has annexed to it copies of all computer hardware
      and software maintenance agreements, all such agreements being in full
      force and effect.

PENSIONS

11.1  No Company is under a legal obligation or moral liability or obligation
      and is not a party to any ex-gratia arrangement or promise to pay
      pensions, gratuities, super-


                                       49
<PAGE>


      annuation allowances or the like, or otherwise to provide "relevant
      benefits" within the meaning of s.612 of the Income and Corporation Taxes
      Act 1988 to or for any of its past or present officers or employees
      or their dependants; and there are no retirement benefit or pension or
      death or similar schemes or arrangements in relation to or binding on any
      Company or to which any Company contributes.


                                       50
<PAGE>


                                   SCHEDULE 5

      VENDOR PROTECTION

1.    INTERPRETATION

1.1   The provisions of this Schedule 5 shall operate to limit or qualify the
      liability of the Vendors under or in connection with any term of this
      Agreement the Deed of Indemnity and the Warranties ("such liabilities")
      and references to "such liabilities" shall be construed accordingly.

1.2   In the Warranties, reference to "material" shall mean material in the
      context of the business of the Partnership or the Company as the case may
      be as a whole.

2.    CAP

2.1   Notwithstanding any other provision hereof the maximum aggregate liability
      of the Vendors in respect of all breaches of this Agreement and the
      Warranties and the Deed of Indemnity shall not exceed the aggregate of
      (pound)2,500,000

3.    TIME LIMITS

3.1   Subject to the provisions of paragraph 3.2 of this Schedule, no claim
      shall be brought against the Vendors in respect of such liabilities unless
      notice in writing of any such claim (specifying in reasonable detail the
      nature of the breach and so far as is practicable the amount claimed in
      respect thereof) has been given to the Vendors within twelve months of
      Completion and any such claim which may have been made shall (if it has
      not been previously satisfied settled or withdrawn) be deemed to have been
      withdrawn on the expiration of six months from the date of the said notice
      unless proceedings in respect thereof shall have been both issued and
      served on the Vendors before such expiration.


                                       51
<PAGE>


3.2   No claim or claims shall be brought against the Vendors in respect of
      which the subject matter relates to Taxation unless notice in writing of
      any such claim (specifying in reasonable detail the nature of the claim
      and so far as practicable the amount claimed in respect thereof) has been
      given to the Vendors within six years of Completion and any such claim
      which may have been made shall (if it has not been previously satisfied
      settled or withdrawn) be deemed to have been withdrawn on the expiration
      of six months from the date of the said notice unless proceedings in
      respect thereof shall have been both issued and served on the Vendors
      before such expiration.

4.    SMALL CLAIMS AND THRESHOLD

The Vendors shall not be liable in respect of any Warranty Claim unless:

4.1.1 the liability of the Vendors in respect of the Warranty Claim exceeds
      (pound)5,000; and

4.1.2 the aggregate liability of the Vendors in respect of all Warranty Claims
      exceeds (pound)100,000, in which case the Vendors shall be liable for the
      whole amount and not merely the excess over (pound)100,000

5.    NO DOUBLE CLAIMS

5.1   Neither the Purchaser nor the Company shall be entitled to recover damages
      in respect of any claim for breach of this Agreement or otherwise obtain
      reimbursement or restitution more than once in respect of any one breach
      of any of the Warranties contained in the Agreement and so that for this
      purpose any recovery by the Purchaser shall be deemed to be a recovery by
      any of them and further any recovery in respect of a claim for breach of
      any of the Warranties shall satisfy any liability in respect of the
      circumstances giving rise to such claim and vice versa.


                                       52
<PAGE>


6.    GENERAL LIMITATIONS

6.1   The Vendors shall not have any liability in respect of such liabilities
      and accordingly no claim may be brought in respect thereof if and to the
      extent that any one or more of the following provisions may apply:-

      6.1.1 such liabilities are wholly or partly attributable to any voluntary
            act omission transaction or arrangement of the Purchaser after the
            date hereof;

      6.1.2 either the Company or the Purchaser is entitled to claim to be
            indemnified (and then only to the extent of the indemnity) against
            any loss or damage suffered by any of them under the terms of any
            insurance policy for the time being in force;

      6.1.3 such liabilities arise in connection with any fact, matter or
            circumstance fairly disclosed in the Disclosure Letter or in the
            schedules to this Agreement;

      6.1.4 such liabilities arise in connection with any matter provided for
            under the terms of this agreement or arising from the implementation
            of the same;

      6.1.5 either such liabilities arise in connection with any exceptions or
            matters included mentioned provided for or referred to in the
            Principal Accounts or the audited accounts for the two previous
            accounting periods of each of the Partnership or the Company or in
            the notes thereto or the subject matter of the claim giving rise to
            such liabilities was taken into account in computing the amount of
            any such provision or reserve or is noted therein;


                                       53
<PAGE>


      6.1.6 such  liabilities  arise wholly or partly out of as a result of or
            in connection with:-

            6.1.6.1 any change in the nature of the business of the Company (or
                    in the manner of conducting the same) after the date hereof
                    which is authorised by the Purchaser pursuant to this
                    Agreement; or

            6.1.6.2 any asset acquired or disposed of by the Company after the
                    date hereof which is authorised by the Purchaser pursuant to
                    this Agreement; or

            6.1.6.3 any statutory provision not in force at the date hereof or
                    any change in any statutory provision hereafter or any
                    decision of the Courts altering the generally accepted
                    interpretation of any statutory provision or the withdrawal
                    of any extra statutory concession previously made by or any
                    change in practice of the Inland Revenue or other taxation
                    authority or any increase in the rates of Taxation in force
                    at the date hereof;

            6.1.6.4 the passing of a resolution  for the winding up of the
                    Company after the date hereof; or

            6.1.6.5 any change in the format, matter, bases, priorities and
                    principles used in the preparation of the accounts of the
                    Company from those used and adopted in the Principal
                    Accounts;

      6.1.7 the loss or liability resulting from such liabilities is less than
            the aggregate of any over-provision made in the Principal Accounts
            in respect of any liability and any undervalue of any asset recorded
            in the Principal Accounts.

7.    PURCHASER'S COVENANT

7.1   The Purchaser hereby covenants with the Vendors that the Purchaser is not
      aware of any material fact, matter or thing as may be inconsistent with
      any Warranty or that may give rise to any liability on the part of the
      Vendors hereunder.


                                       54
<PAGE>


8.    SUBSEQUENT RECOVERY FROM THIRD PARTY

8.1   The Purchaser shall reimburse to the Vendors forthwith an amount equal to
      any sum paid by the Vendors in respect of any claim for such liabilities
      which is subsequently recovered by or paid to the Company by any other
      person (including but not limited to insurance payments) (less any
      reasonable costs and expenses incurred by the Company in making such
      recovery).

9.    ASSIGNMENT OF CLAIM

9.1   Where having discharged any claim for breach of the Warranties the Vendors
      request the assignment to them of any right of the Purchaser or of the
      Company to make recovery in whole or in part from any third party, the
      Purchaser will assign at Vendors' expense or procure the assignment to the
      Vendors of such right and, if the same is not legally capable of effective
      assignment, will, subject to being indemnified to the reasonable
      satisfaction of the Purchaser pursue such claim on behalf of the Vendors
      and deliver over upon receipt to the Vendors all amounts recovered.

10.   RELIEFS

10.1  Any such liabilities shall not extend to any part of the loss or damage
      suffered by the Purchaser or the Company to the extent that such part
      shall be used or shall be capable of being used by the Purchaser or the
      Company or any present or future subsidiaries of either of them to offset
      in whole or in part any past present or future liability to Taxation.

11.   THIRD PARTY CLAIM

11.1  Where the Company or the Purchaser is entitled (whether by reason of
      insurance or payment discount or otherwise) to recover from some other
      person any sum in respect of Taxation or any other damage or liability the
      subject of a claim against the Vendors under this Agreement or for which a
      claim could be made hereunder (and whether


                                       55
<PAGE>


      before or after the Vendor has made payment hereunder) the Purchaser shall
      if so required by the Vendors and at the Vendors own cost and expense take
      or (as the case may require) procure that the Company takes all steps
      (whether by way of a claim against its insurers or otherwise) as the
      Vendors may reasonably require to enforce such recovery and shall keep the
      Vendors informed to its reasonable satisfaction of the progress of any
      action taken. Thereafter any claim against the Vendors shall be limited
      (in addition to the limitations on the liability of the Vendors referred
      to in this Schedule 5) to the amount by which the loss or damage suffered
      by the Purchaser as a result of such breach shall exceed the amount (if
      any) so recovered. The Purchaser shall not be entitled to make any claim
      in respect of such liabilities if it or the Company fails to act in
      accordance with the reasonable instructions of the Vendors in conducting
      any claim against a third party.

12.   RIGHT TO FIGHT

12.1  The Vendors shall be entitled to require the Purchaser or the Company to
      take all such reasonable steps or proceedings as the Vendors may consider
      appropriate in order to mitigate any claim in respect of such liabilities
      or in respect of the undertakings in this Agreement and the Purchaser
      shall procure that the Company shall act in accordance with any such
      requirements (subject to the Purchaser and/or the Company being
      indemnified by the Vendors against all reasonable costs and expenses
      incurred in connection therewith). For the purpose of enabling the Vendors
      to remedy a breach or to mitigate or otherwise determine the amount of any
      claim or to decide what steps or proceedings should be taken in order to
      mitigate any claim the Purchaser shall:-

      12.1.1 give notice to the Vendors within fourteen days of any breach or
             circumstance giving or likely to give rise to a breach coming to
             its notice or to the notice of the Purchaser;

      12.1.2 make or procure to be made available to the Vendors or its or his
             duly authorised representatives all relevant personnel, books of
             accounts, records


                                       56
<PAGE>

             and correspondence of the Company for the purpose of enabling the
             Vendors to ascertain or extract any relevant information; and

      12.1.3 make no admission of the fact or amount of any liability on the
             part of the Company or the Purchaser without the prior written
             consent of the Vendors such consent not to be unreasonably
             withheld.

      The Purchaser shall not be entitled to make any claim in respect of a
      breach of Warranty if it fails to give the said notice or to act in
      accordance with the reasonable instructions of the Vendors in conducting
      any dispute or negotiation in relation to the claim in accordance with
      this paragraph 12.

13.   RELIANCE ON STATEMENTS

13.1  No claim shall be made against the Vendors in respect of any warranty
      representation indemnity covenant undertaking or otherwise arising out of
      or in connection with the sale of the issued share capital of the Company
      except where the same is expressly contained in this Agreement and the
      Purchaser confirms that it has not relied upon or been induced to enter
      into this Agreement by any warranty representation indemnity covenant or
      undertaking given by any person which is not expressly contained in this
      Agreement.

14.   DUTY TO MITIGATE

14.1  Nothing in this Agreement shall be deemed to relieve the Purchaser from
      its common law duty to the Vendors to mitigate their loss and without
      prejudice to the generality of the foregoing the Purchaser shall take and
      shall do all things in its power to procure that the Company shall take
      all practicable and reasonable steps to avoid or mitigate any loss or
      liability which may give rise to a claim under the Warranties or this
      Agreement.


                                       57
<PAGE>


DISCHARGE OF CLAIMS

15.1  In the event that the Vendors are liable to the Purchaser for a claim
      under the terms of the Agreement, such liability may at the election of
      the Purchaser be satisfied by the payment by it to the Purchaser of the
      proceeds of the sale of the Unregistered Townpages Shares or by returning
      to the Purchaser certificates representing such TownPages Shares then
      retained by Vendors having a market value in the amount of such liability
      together with an executed stock transfer form in favour of such person or
      persons (if any) as the Purchaser may direct.

15.2  Until such time as the Vendor shall be able to sell the Unregistered
      TownPages Shares to satisfy any such liability under this Agreement no
      proceedings may be taken to effect recovery of any damages awarded under
      this agreement and the Purchaser hereby agrees that the Purchaser shall
      allow the Vendors such time as is reasonably necessary either to sell
      sufficient of the Unregistered TownPages Shares to or return of such
      Townpages Shares to the Purchaser in satisfaction of such liability.



SIGNED by             )
JOHN BOWDEN           )

SIGNED by             )
LUCY BOWDEN           )

  SIGNED by           )
                      )

 for and on behalf of )

TOWNPAGESNET.COM PLC  )


                                       58
<PAGE>