<PAGE>

                                          CERTAIN INFORMATION IN THIS EXHIBIT
                                          HAS BEEN OMITTED AND FILED SEPARATELY
                                          WITH THE SECURITIES AND EXCHANGE
                                          COMMISSION PURSUANT TO A REQUEST FOR
                                          CONFIDENTIAL TREATMENT FILED WITH THE
                                          SEC AND IS MARKED BY AN ASTERISK [*]


          AGREEMENT FOR THE SALE AND PURCHASE OF SPV MANAGEMENT LIMITED
          DATED JANUARY 1, 2002 BY AND AMONG ANTHONY FRANCIS RAIKES AND
              PIERS MINOPRIO AND WILMINGTON TRUST (UK) LIMITED AND
                          WILMINGTON TRUST CORPORATION

                                  EXHIBIT 10.53
<PAGE>

                                          CERTAIN INFORMATION IN THIS EXHIBIT
                                          HAS BEEN OMITTED AND FILED SEPARATELY
                                          WITH THE SECURITIES AND EXCHANGE
                                          COMMISSION PURSUANT TO A REQUEST FOR
                                          CONFIDENTIAL TREATMENT FILED WITH THE
                                          SEC AND IS MARKED BY AN ASTERISK [*]




                    ANTHONY FRANCIS RAIKES AND PIERS MINOPRIO

                                       AND

                          WILMINGTON TRUST (UK) LIMITED

                                       AND

                          WILMINGTON TRUST CORPORATION

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

                   AGREEMENT FOR THE SALE AND PURCHASE OF SPV
                               MANAGEMENT LIMITED

       --------------------------------------------------------------------
<PAGE>
                                    CONTENTS

<TABLE>
<CAPTION>
Clause                                                                                                Page

<S>    <C>                                                                                            <C>
1.     Conditionality/Interpretation................................................................   3
2.     Sale And Purchase............................................................................   8
3.     Conditions...................................................................................   9
4.     Completion...................................................................................  11
5.     Issue Of Interim And Final Loan Notes........................................................  13
6.     Escrow Account...............................................................................  13
7.     Warranties And Pre-Completion Conduct........................................................  16
8.     The Buyers Remedies..........................................................................  17
9.     Limitations On The Seller's Liability........................................................  18
10.    Use Of Intellectual Property Rights..........................................................  24
11.    Further Undertakings By The Sellers..........................................................  24
12.    Confidential Information.....................................................................  26
13.    Guarantor's Obligations......................................................................  26
14.    Announcements................................................................................  28
15.    Costs........................................................................................  28
16.    General......................................................................................  28
17.    Set-Off......................................................................................  29
18.    Entire Agreement.............................................................................  29
19.    Assignment...................................................................................  30
20.    Notices......................................................................................  30
21.    Governing Law And Jurisdiction...............................................................  32
22.    Counterparts.................................................................................  33

Schedule 1           THE SELLERS....................................................................

Schedule 2           INFORMATION ABOUT THE COMPANY AND THE SUBSIDIARY UNDERTAKINGS..................

Schedule 3           REVENUE PERFORMANCE PREMIUM....................................................

Schedule 4           COMPLETION REQUIREMENTS........................................................

Schedule 5           PART 1 - WARRANTIES............................................................
Schedule 5           Part 2 - WARRANTIES............................................................

SCHEDULE 7           REAL PROPERTY..................................................................
</TABLE>
<PAGE>
SCHEDULE 8           REGISTERED INTELLECTUAL PROPERTY RIGHTS


APPENDIX ONE

The Accounts

APPENDIX TWO (INCORPORATED FOR INFORMATION PURPOSES ONLY)

Agreement for the Sale and Purchase of SPV Management Limited between Martin
McDermott and James Patrick Johnston Fairrie and Wilmington Trust (UK) Limited
and Wilmington Trust Corporation.

AGREED FORM DOCUMENTS

1.   Tax Deed

2.   Employment Agreements

3.   Raikes Services Agreement

4.   Irrevocable power of attorney in relation to the Shares


                                      -2-
<PAGE>
THIS AGREEMENT is made on 25 January 2002

BETWEEN:

(1)     ANTHONY FRANCIS RAIKES ("AFR") AND PIERS MINOPRIO ("PM") (each, a
        "SELLER" and together, the "SELLERS"); and

(2)     WILMINGTON TRUST (UK) LIMITED, a company incorporated in England and
        Wales (registered no. 04330127) whose registered office is at 200
        Aldersgate Street, London EC1A 4JJ, England (the "BUYER"); and

(3)     WILMINGTON TRUST CORPORATION, a corporation incorporated in the State of
        Delaware whose principal place of business is at Rodney Square North,
        1100 North Market Street, Wilmington, Delaware (the "GUARANTOR").

THE PARTIES AGREE as follows:

1.      CONDITIONALITY/INTERPRETATION

1.1     Clauses 1, 3, 7, 8, 9, 10, 11.1.6, 12-16, and 18-22 of this Agreement
        shall be immediately effective and enforceable.

1.2     The remaining clauses of this Agreement are conditional upon
        satisfaction of (or where permitted waiver of) the conditions set out in
        clause 3 on or before the times specified therein.

1.3     In this Agreement:

        "ACCOUNTS" means the accounts set out in the Appendix;

        "ACT" means the Companies Act 1985;

        "BUSINESS DAY" means a day other than a Saturday or Sunday or public
        holiday in England and Wales or the United States of America;

        "BUYER'S GROUP UNDERTAKING" means the Buyer or an undertaking which is,
        on the date of this Agreement, a subsidiary undertaking or parent
        undertaking of the Buyer or a subsidiary undertaking of a parent
        undertaking of the Buyer;

        "BUYER'S SOLICITORS" means Clifford Chance Limited Liability Partnership
        of 200 Aldersgate Street, London EC1A 4JJ;

        "COMPANY", other than when used in part 1 of schedule 5, means SPV
        Management Limited, a company incorporated in England and Wales
        (registered number 02548079), whose registered office is at 78 Cannon
        Street, London EC4P 5LN;

        "COMPLETION" means completion of the sale and purchase of the Shares in
        accordance with this Agreement;

        "COMPLETION DATE" means the date which is five Business Days after the
        date (not being later than the ninetieth day after today's date) on
        which the last of the Conditions to be satisfied or waived is satisfied
        or waived, other than the Conditions in clauses 3.1.2 and 3.1.9;


                                      -3-
<PAGE>
        "CONDITION" means a condition set out in clause 3.1 and "Conditions"
        means all those conditions;

        "CONFIDENTIAL INFORMATION" means all information which is used in or
        otherwise relates to a Group Company's business, customers or financial
        or other affairs including, without limitation, information relating to:

        (a)       the marketing of goods or services including, without
                  limitation, customer names and lists and other details of
                  customers, sales targets, sales statistics, market share
                  statistics, prices, market research reports and surveys, and
                  advertising or other promotional materials; or

        (b)       future projects, business development or planning, commercial
                  relationships and negotiations;

        but does not include information which is already publicly known or
        becomes publicly known (other than as a result of, a breach of this
        Agreement by either of the Sellers);

        "DISCLOSURE LETTER" means the letter from the Sellers to the Buyer in
        relation to the Warranties including for the avoidance of doubt all
        annexes thereto having the same date as this Agreement the receipt of
        which has been acknowledged by the Buyer;

        "EMPLOYMENT AGREEMENTS" means the employment agreements between the
        Company and each of James Fairrie and Martin McDermott in the Agreed
        Form;

        "ENCUMBRANCE" means a mortgage, charge, pledge, lien, option,
        restriction, right of first refusal, right of pre-emption, third-party
        right or interest, other encumbrance or security interest of any kind,
        or another type of preferential arrangement (including, without
        limitation, a title transfer or Escrow arrangement) having similar
        effect;

        "ENRON SPVS" means Northern Gas Processing Limited, Omegron Limited and
        Teesside Investments Limited;

        "ESCROW ACCOUNT" means the account referred to in clause 6;

        "ESCROW AMOUNT" means the monies from time to time held in the Escrow
        Account;

        "ESCROW AGENTS" means Clifford Chance Limited Liability Partnership of
        200 Aldersgate Street, London EC1A 4JJ and Eversheds of 85 Queen
        Victoria Street, London EC4V 4JL;

        "ESCROW LETTER" means the letter in relation to the Escrow Account from
        the Escrow Agents to the Buyer and the Sellers in a form to be agreed
        between the parties within thirty days of today's date on terms
        consistent with this Agreement;

        "ESCROW LOAN NOTES" means loan notes in such form as AFR may reasonably
        request which shall have a face value of [pound][*] and carry interest
        at 1% a year and which shall be non qualifying corporate bonds. Such
        notes shall be subject to rights of set off for valid claims made under
        this Agreement and provide for redemption as follows:

        [pound][*] plus interest of [pound][*] on the first anniversary of
        Completion;

* CONFIDENTIAL TREATMENT REQUESTED


                                      -4-
<PAGE>
        [pound][*] plus interest of [pound][*] on the second anniversary of
        Completion;

        [pound][*] plus interest of [pound][*] on the third anniversary of
        Completion.

        "EVENT" has the meaning given to it in the Tax Deed;

        "FINAL LOAN NOTES" means the loan notes in such form as the Sellers may
        reasonably request which shall carry interest at LIBOR and can be
        redeemable on or anytime after six months from their date of issue and
        which shall be non-qualifying corporate bonds with an aggregate face
        value of up to [pound][*] to be issued by the Buyer to the Sellers
        within 5 Business Days of finalisation of the SPV Revenue Certificate
        (as defined in Schedule 3) in respect of the Financial Year ending 31st
        December 2004 in the proportions set out in Schedule 1;

        "GROUP" means the Company and each Subsidiary Undertaking;

        "GROUP COMPANY" means the Company or a Subsidiary Undertaking;

        "INTELLECTUAL PROPERTY" means:

        (a)      patents, trade marks, service marks, registered designs,
                 applications and rights to apply for any of those rights,
                 trade, business and company names, internet domain names and
                 e-mail addresses, unregistered trade marks and service marks,
                 copyrights, database rights, rights in software, know-how,
                 rights in designs and inventions;

        (b)      rights under licences, consents, orders, statutes or otherwise
                 in relation to a right in paragraph (a);

        (c)      rights of the same or similar effect or nature as or to
                 those in paragraphs (a) and (b) which now or in the future may
                 subsist; and

        (d)      the right to sue for past infringements of any of the
                 foregoing rights;

        "INTELLECTUAL PROPERTY RIGHTS" means all Intellectual Property owned,
        used or required to be used by a Group Company;

        "INTERIM LOAN NOTES" means the loan notes in such form as the Sellers
        may reasonably request which shall carry interest at LIBOR and can be
        redeemable on or anytime after six months from their date of issue and
        which shall be non-qualifying corporate bonds with an aggregate face
        value of up to [pound][*] to be issued by the Buyer to the Sellers
        within 5 Business Days of finalisation of the SPV Revenue Certificate
        (as defined in Schedule 3) in respect of the Financial Year ending 31st
        December 2003 in the proportions set out in Schedule 1;

        "LAST ACCOUNTING DATE" means 31 December 2000;

        "LOAN NOTES" means the Escrow Loan Notes, the Interim Loan Notes and the
        Final Loan Notes;

        "MATERIAL ADVERSE EFFECT" means a material adverse effect on the
        condition (financial, legal or business) or future prospects of the
        Group and, without limitation to the

* CONFIDENTIAL TREATMENT REQUESTED

                                      -5-
<PAGE>
        generality of the foregoing, shall include an impairment of the Group's
        capacity to conduct business in any material respect as it was conducted
        before the occurrence of the Material Adverse Effect;

        "MATERIAL SPV CLIENT" means First Active Financial plc, First Active plc
        and Anthea srl;

        "PERMIT" means:

        (a)       a permit, licence, consent, approval, certificate,
                  qualification, specification, registration or other
                  authorisation; or

        (b)       a filing of a notification, report or assessment,

        in each case necessary for the effective operation of a Group Company's
        business, its ownership, possession, occupation or use of an asset or
        the execution or performance of this Agreement;

        "PREFERENCE SHARES" means 25,000 fully paid preference shares of
        [pound]1 each of the Company having the rights set out in the articles
        of association of the Company;

        "PROPERTY" means the property or properties details of which are set out
        in schedule 6 and includes an individual property and a part of an
        individual property;

        "RAIKES OPTIONS" means the share options over 3,750 ordinary shares of
        [pound]1 each in the capital of the Company granted on 25 January 2002
        to Martin McDermott and James Fairrie;

        "RAIKES SERVICES AGREEMENT" means the agreement in the Agreed Form
        between the Buyer and AFR as modified or extended in writing from time
        to time;

        "RELEVANT CLAIM" means a Warranty Claim, or a claim by the Buyer under
        clause 7.7.2 or under the Tax Deed;

        "RELEVANT PROPORTIONS" means 87% in respect of AFR and 13% in respect of
        PM;

        "RELIEF" has the meaning given to it in the Tax Deed;

        "RESTRICTED PERIOD" means the period commencing on the Completion Date
        and ending on the fourth (4th) anniversary of the Completion Date;

        "SECOND DISCLOSURE LETTER" means the letter or letters (if any) given by
        the Sellers to the Buyer prior to Completion in relation to the
        Warranties repeated immediately prior to Completion;

        "SHARES" means the ordinary shares of [pound]1, comprising the whole
        of the allotted and issued share capital of the Company other than those
        subject to the Raikes Options;

        "SPV CORE BUSINESS" means the provision of directors, secretaries, and
        registered offices for special purpose companies in the European
        securitisation market;

                                      -6-
<PAGE>
        "SPV REVENUE" means the consolidated revenue of the Group calculated in
        accordance with Schedule 3;

        "STATUTORY ACCOUNTS" means the accounts referred to in clause 3.1.7;

        "STATUTORY ACCOUNTS DATE" means 31 March 2002;

        "SUBSIDIARY UNDERTAKING" means a subsidiary undertaking of the Company
        listed in part B of schedule 2 (and in relation to Schedule 3 any new
        subsidiary undertaking of the Company acquired or formed after today's
        date for the purposes of carrying on the SPV Core Business) and
        "Subsidiary Undertakings" means all those subsidiary undertakings;

        "TAX" has the meaning given in the Tax Deed;

        "TAX AUTHORITY" has the meaning given in the Tax Deed;

        "TAX DEED" means the tax deed in the Agreed Form between the Sellers and
        the Buyer;

        "TAXES ACT" means the Income and Corporation Taxes Act 1988;

        "TCGA" means the Taxation of Chargeable Gains Act 1992;

        "US GAAP" means the applicable accounting standards, principles and
        practices generally accepted in the United States of America;

        "VATA" means, in the United Kingdom, the Value Added Tax Act 1994 and,
        in a jurisdiction outside the United Kingdom, any equivalent
        legislation;

        "WARRANTY" means a statement contained in schedule 5 and "WARRANTIES"
        means all those statements; and

        "WARRANTY CLAIM" means a claim by the Buyer under or pursuant to the
        provisions of clause 7.1.

1.4     In this Agreement, a reference to:

        1.4.1     a "SUBSIDIARY UNDERTAKING" or "PARENT UNDERTAKING" is to be
                  construed in accordance with section 258 of the Act and to a
                  "SUBSIDIARY" or "HOLDING COMPANY" is to be construed in
                  accordance with section 736 of the Act;

        1.4.2     liability under, pursuant to or arising out of (or any
                  analogous expression) any agreement, contract, deed or other
                  instrument includes a reference to contingent liability under,
                  pursuant to or arising out of (or any analogous expression)
                  that agreement, contract, deed or other instrument;

        1.4.3     a document in the "AGREED FORM" is a reference to a document
                  in a form approved and either signed by the each relevant
                  party or initialled by or on behalf of each party;

        1.4.4     a statutory provision includes a reference to the statutory
                  provision as modified or re-enacted or both from time to time
                  before the date of this Agreement and

                                      -7-
<PAGE>
                  any subordinate legislation made under the statutory provision
                  (as so modified or re-enacted) before the date of this
                  Agreement;

        1.4.5     a "PERSON" includes a reference to any individual, firm,
                  company, corporation or other body corporate, government,
                  state or agency of a state or any joint venture, association
                  or partnership, works council or employee representative body
                  (whether or not having separate legal personality);

        1.4.6     a person includes a reference to that person's legal personal
                  representatives, successors and permitted assigns;

        1.4.7     a "PARTY" includes a reference to that party's successors and
                  permitted assigns;

        1.4.8     a clause, paragraph or schedule, unless the context otherwise
                  requires, is a reference to a clause or paragraph of, or
                  schedule to, this Agreement;

        1.4.9     any English legal term for any action, remedy, method of
                  judicial proceeding, legal document, legal status, court,
                  official or any legal concept or thing shall in respect of any
                  jurisdiction other than England be deemed to include what most
                  nearly approximates in that jurisdiction to the English legal
                  term and to any English statute shall be construed so as to
                  include equivalent or analogous laws of any other
                  jurisdiction; and

        1.4.10    times of the day is to London time.

1.5     All obligations of the Sellers contained in this Agreement are
        undertaken by them in a several capacity and accordingly any breach by
        AFR alone shall be actionable only against him and any breach by PM
        alone shall be actionable only against him. Any liability for any
        Relevant Claim in respect of which both Sellers are liable shall be
        dealt with in accordance with clause 9.

1.6     The headings in this Agreement do not affect its interpretation.

1.7     A reference in Schedule 5 to a Seller's knowledge, information or belief
        is deemed to include knowledge, information and belief which such Seller
        would have if such Seller had made all reasonable enquiries.

2.      SALE AND PURCHASE

2.1     Subject to clause 3.1 below, the Sellers agree to sell with full title
        guarantee and the Buyer agrees to buy the Shares set out opposite the
        name of each Seller in column (2) of Schedule 1 and each right attaching
        to the Shares at or after the date of this Agreement, free of any
        Encumbrance.

2.2     The initial purchase price of the Shares shall be [pound][*] and shall
        be satisfied in the proportions identified in Schedule 1, in accordance
        with clause 4.

2.3     In addition to the initial purchase price, the Sellers shall be
        entitled to additional consideration in the circumstances described in
        Schedule 3.

* CONFIDENTIAL TREATMENT REQUESTED

                                      -8-

<PAGE>
2.4     In the event that the SPV Revenue for the financial year which ends on
        31 December 2001 ("Actual 2001 Revenue"), as determined under Schedule 3
        is less than [pound][*], the initial purchase price shall be reduced to
        such amount as is equal to [pound][*] multiplied by (Actual 2001
        Revenue/[pound][*]) on the basis that

        2.4.1     any such price reduction shall be shared between the Sellers
                  in the following proportions:

                  (i)      AFR: 75/85ths; and

                  (ii)     PM: 10/85ths.

        2.4.2     the reduction referable to each Seller shall be set off
        against the cash payments otherwise due to him at Completion.

2.5     If either of the Sellers is or becomes liable to make any payment to the
        Buyer under this Agreement the payment in question shall be deemed to be
        a reduction in the purchase price due to that Seller.

2.6     The Sellers waive all rights of pre-emption and other restrictions on
        transfer over the Shares and the shares of the Company subject to the
        Raikes Options conferred on them under the Articles or in any other
        manner whatsoever and shall procure that all such rights conferred on
        any other person are waived no later than Completion so as to permit the
        sale and purchase of the Shares.

2.7     If either of the Raikes Options lapses, AFR shall additionally sell,
        with full title guarantee and the Buyer shall additionally buy free from
        any Encumbrance the shares previously subject to that Raikes Option at
        the same price as the Buyer would otherwise have paid to the
        optionholder pursuant to the agreement between Martin McDermott and
        James Fairrie and the Buyer and the Guarantor of today's date.

3.      CONDITIONS

3.1     Completion is conditional on the following conditions being satisfied or
        waived by the Buyer (or as appropriate the Sellers), on or before the
        ninetieth day following today's date, but in the case of condition 3.1.2
        on or before 6pm on the fourth Business Day after the date on which all
        of the other Conditions (other than condition 3.1.9) have been satisfied
        (or where permitted waived) and in the case of condition 3.1.9 on or
        before 10am on the Completion Date:

        3.1.1     the Employment Agreements shall have been entered into;

        3.1.2     a matter, fact or circumstance has not occurred on or after
                  today's date save as contemplated in the Disclosure Letter
                  which has or is likely to have a Material Adverse Effect or
                  that the Buyer has not given written notice to the Sellers
                  that it is aware that such a matter, fact or circumstance has
                  occurred;

        3.1.3     the Buyer shall have obtained clearances from the US Banking
                  Authorities for the purchase of the Company's shares on terms
                  reasonably satisfactory to it;

* CONFIDENTIAL TREATMENT REQUESTED

                                      -9-

<PAGE>
        3.1.4     the Buyer shall have obtained the favourable opinion of its
                  auditors that the persons and entities in respect of which a
                  Group Company provides corporate services will not be
                  consolidated in the annual audited consolidated accounts of
                  the Buyer for the purposes of US GAAP;

        3.1.5     the Sellers shall have procured that the Company has redeemed
                  in full all of the Company's Preference Shares;

        3.1.6     the parties shall have notified and obtained if required the
                  approval of the Jersey Financial Services Commission or any
                  similar regulatory body in Jersey in relation to the proposed
                  change in ownership and directors of Bedell SPV Management
                  (Jersey) Ltd and SPV Jersey Limited, as contemplated by this
                  Agreement;

        3.1.7     the consolidated audited accounts of the Company for the
                  financial period ending on 31 March 2002 comprising the
                  reporting periods (for Tax purposes) ended 31 December 2001
                  and ending 31 March 2002 shall have been signed and delivered
                  to the Buyer and shall not have shown a material adverse
                  change in the state of affairs of the Group as compared with
                  the management accounts for the year ended 31 December 2001,
                  save to the extent that they reflect the matters disclosed in
                  the Disclosure Letter, and shall show consolidated revenues of
                  at least [pound][*];

        3.1.8     the Sellers shall have obtained tax clearances from the Inland
                  Revenue for the sale of the Company on terms reasonably
                  acceptable to them;

        3.1.9     the Buyer being reasonably satisfied with the Second
                  Disclosure Letter, if any, or no Second Disclosure Letter
                  being delivered by 10.00 am on the Completion Date;

        3.1.10    the parties shall have obtained consent from Bedell Cristin
                  Trust Company Limited within 30 days of today's date firstly
                  for the Buyer to proceed with its acquisition of the Company
                  as contemplated by this Agreement and secondly that it is not
                  required to consult with Bedell Cristin Trust Company Limited
                  in connection with the expansion of any operations of the
                  Company in a jurisdiction other than in Jersey or Guernsey as
                  contemplated by an agreement between Bedell Cristin Trust
                  Company Limited and the Company and AFR dated 11 January 2000
                  or the Buyer shall have waived this condition within 40 days
                  of today's date;

        3.1.11    the parties shall have notified and if required obtained the
                  approval of the appropriate regulatory bodies in Ireland,
                  Italy and the Cayman Islands in relation to the proposed
                  change in ownership and directors of SPV Management (Dublin)
                  Limited, SPV Management (Italia) SRL, and SPV Cayman Limited
                  respectively, as contemplated by this Agreement, provided that
                  this condition shall be deemed satisfied in 30 days after
                  today's date in respect of each of the above companies unless
                  and to the extent that either of the parties has written to
                  the others identifying any specific notifications and/or
                  approvals required under this clause; and

* CONFIDENTIAL TREATMENT REQUESTED

                                      -10-
<PAGE>
        3.1.12    either:

                  (i)      the directors of the Enron SPVs who are directors or
                           employees of a Group Company resigning as directors
                           and being replaced as directors by persons who are
                           not directors or employees of a Group Company and all
                           shares held or owned by a Group Company being
                           transferred to a person who is not a Group Company;
                           or

                   (ii)    the Buyer being satisfied in its absolute discretion
                           that neither Group Companies nor the Buyer may suffer
                           adversely in any way whatsoever arising from the
                           Enron SPV transactions other than as a result of the
                           loss of the Enron SPV appointments.

3.2     The Buyer shall make all reasonable efforts to achieve satisfaction of
        each Condition set out in clauses, 3.1.3, 3.1.4, 3.1.6, 3.1.9, 3.1.10
        and 3.1.11 as soon as possible.

3.3     The Sellers shall make all reasonable efforts to achieve satisfaction of
        each Condition set out in clauses 3.1.1, 3.1.5, 3.1.6, 3.1.7, 3.1.8,
        3.1.10, 3.1.11 and 3.1.12 within ninety days of today's date.

3.4     If, at any time, the Sellers or the Buyer becomes aware of a fact or
        circumstance that might prevent a Condition being satisfied, it shall
        immediately inform the other party.

3.5     At any time on or before the ninetieth day after today's date the Buyer
        may waive a Condition (other than a Condition in clauses 3.1.2, 3.1.5,
        3.1.7, 3.1.8 or 3.1.10) by written notice to the Sellers on any terms it
        decides and the Sellers may waive the condition in clause 3.1.8) by
        written notice to the Buyer on any terms they decide.

3.6     If:

        3.6.1     a Condition  (other than the Conditions in clauses 3.1.2 and
                  3.1.9) has not been waived pursuant to clause 3.5 or has not
                  been satisfied on or before the ninetieth day after today's
                  date; or

        3.6.2     the Condition in clause 3.1.2 is not satisfied as at 6pm on
                  the fourth Business Day after the date on which all of the
                  other Conditions (other than the condition in clause 3.1.9)
                  have been satisfied and has not been waived by the Buyer
                  pursuant to clause 3.5; or

        3.6.3     the Condition in clause 3.1.9 is not satisfied as at 10am on
                  the Completion Date

        this Agreement shall automatically terminate with immediate effect.

3.7     Save for clauses 1, 8.2, 9, 13-16, and 18-21 each party's further rights
        and obligations cease immediately on termination, but termination does
        not affect a party's accrued rights and obligations at the date of
        termination.

4.      COMPLETION

4.1     Completion shall take place at 10.00 am at the office of the Buyer's
        Solicitors on the Completion Date or at such other place and time as the
        parties may agree.

                                      -11-
<PAGE>
4.2     At Completion:

        4.2.1     AFR will comply with his obligations under the Raikes Options
                  if they are exercised and the Buyer shall comply with its
                  obligations under the agreement of today's date between the
                  Buyer, the Guarantor, Martin McDermott and James Fairrie, but
                  if either of the Raikes Options is not exercised and thereby
                  lapses AFR and the Buyer shall instead complete the sale of
                  the relevant shares in accordance with clause 2.7;

        4.2.2     the Sellers and the Buyer shall do all those things
                  respectively required of them in Schedule 4 and the Buyer
                  shall issue the Escrow Loan Notes to AFR;

        4.2.3     the Sellers and the Buyer shall sign the Escrow Letter and
                  deliver the Escrow Letter to the Escrow Agents as soon as
                  practicable after Completion;

        4.2.4     the Buyer shall, subject to clause 4.3, pay [pound][*] by
                  telegraphic transfer into Eversheds' client account with HSBC
                  Bank PLC, 31 Holborn, London EC1N 2HR [*];

        4.2.5     the Buyer shall pay [pound][*] by telegraphic transfer into
                  Eversheds' client account as above in satisfaction of the
                  Sellers' obligation to make loan funds available under the
                  loan agreements of today's date, between Martin McDermott, the
                  Sellers and the Company and James Patrick Johnson Fairrie, the
                  Sellers and the Company;

        4.2.6     the Buyer shall pay [pound][*] by telegraphic transfer into
                  the Escrow Account, of which [pound][*] shall continue to
                  belong to the Buyer but be held as security for the Buyer's
                  obligations under the Escrow Loan Notes and of which
                  [pound][*] shall belong to PM but be held as security for his
                  obligations under this Agreement, in accordance with clause 6;
                  and

        4.2.7     the Buyer shall execute a charge in such form as the Seller
                  reasonably requests in respect of the [pound][*] mentioned
                  above that is held as security for the Escrow Loan Notes.

4.3     If the Company has an overdraft as at the close of business on the day
        prior to the Completion Date, after giving effect to uncashed cheques
        issued by the Company as at the close of business on the day prior to
        the Completion Date, AFR shall lend the Company an amount equal to such
        overdraft. In such event the amount payable to Eversheds on AFR's behalf
        under clause 4.2.4 shall be reduced and the Buyer shall instead pay the
        loan amount to the Company on behalf of AFR. Such loan shall be interest
        free and the Buyer shall procure that it is repaid by the Company out of
        the Company's future receipts on the basis that one third of such
        receipts shall be applied in arrears on the calendar quarterly dates to
        repay the loan until it is extinguished.

4.4     The Buyer is not obliged to complete this Agreement unless:

        4.4.1     the Sellers comply with all their obligations under clause 4
                  and Schedule 4; and

        4.4.2     the purchase of all the Shares is completed simultaneously.


* CONFIDENTIAL TREATMENT REQUESTED

                                      -12-
<PAGE>
4.5     Neither Seller shall be obliged to complete this Agreement unless the
        Buyer complies with all its obligations under clause 4 and Schedule 4.

4.6     If Completion does not take place on the Completion Date because one of
        the parties fails to comply with any of its or his obligations under
        clause 4 and Schedule 4 (whether such failure amounts to a repudiatory
        breach or not), the other parties may by notice to the party in default:

        4.6.1     proceed to Completion to the extent reasonably practicable
                  (but if a party exercises its or his rights pursuant to this
                  clause, completion of the purchase of some of the Shares does
                  not affect that party's rights in connection with the others);

        4.6.2     postpone Completion to a date not later than 31 May 2002; or

        4.6.3     terminate this Agreement.

4.7     If a party postpones Completion to another date in accordance with
        clause 4.6.2, the provisions of this Agreement apply as if that other
        date is the Completion Date.

4.8     Save for clauses 1, 8.2, 9, and 13-16, and 18-21 if a party terminates
        this Agreement pursuant to clause 4.6.3, each party's further rights and
        obligations under it shall cease immediately on termination, but
        termination does not affect a party's accrued rights and obligations at
        the date of termination.

4.9     The Buyer will procure that the Company discharges its own obligations
        post Completion with Royal Bank of Scotland plc.

5.      ISSUE OF INTERIM AND FINAL LOAN NOTES

5.1     If appropriate under Schedule 3, the Buyer shall issue the Interim
        and/or the Final Loan Notes to the Sellers in accordance with that
        schedule.

5.2     If the Buyer has acquired any of the shares subject to the Raikes Option
        direct from AFR the amount of Interim or Final Loan Notes (as the case
        may be) shall be increased accordingly.

6.      ESCROW ACCOUNT

6.1     The parties agree that money in the Escrow Account shall only be used in
        accordance with the provisions set out in this clause and in the Escrow
        Letter. Each party shall ensure that all rights to the Escrow Account
        remain free from any Encumbrance, set-off or counterclaim except as
        referred to in this clause.

6.2     The Escrow Account will be a joint on-demand interest bearing deposit
        account with HSBC Bank Plc in the name of the Escrow Agents who will
        hold the Escrow Amount as stakeholders upon trust for the Buyer and the
        Sellers on the following terms:

6.3     Subject as provided in clauses 6.6 and 6.7, the Escrow Agents will make
        payments out of the Escrow Amount to AFR in the amounts (inclusive of
        interest) and on the dates provided in the Escrow Loan Notes

                                      -13-
<PAGE>
6.4     Subject as provided in clauses 6.6 and 6.7, the Escrow Agents will make
        payments out of the Escrow Amount to PM as follows:

        6.4.1     [pound][*] on the first anniversary of Completion;

        6.4.2     [pound][*] on the second anniversary of Completion; and

        6.4.3     [pound][*] on the third anniversary of Completion.

6.5     If, the Buyer believes that at any time on or before the third
        anniversary of Completion, (i) either of the Sellers is in breach of any
        of the undertakings given by each of the Sellers to the Buyer under
        clause 11; (ii) a liability is due and owing by a Seller under a
        Warranty; (iii) AFR has breached a covenant in the Raikes Services
        Agreement or (iv) liability is due and owing by a Seller under the Tax
        Deed (in each case a "Claim");

        6.5.1     the Buyer shall as soon as is reasonably practicable send
                  notice to the relevant Seller and the Escrow Agents specifying
                  the Seller which is in breach and setting out in reasonable
                  detail the nature of the Claim and the amount thereof;

        6.5.2     within twenty Business Days starting on the day of receipt of
                  the notice given under clause 6.5.1 the relevant Seller shall
                  notify the Buyer and the Escrow Agents whether or not it
                  accepts the Claim and if not, setting forth in reasonable
                  detail the basis of its objection to the Claim (an
                  "OBJECTION") and whether or not he requires the Buyer to
                  obtain an opinion from a Queen's Counsel selected by the
                  Buyer, of a minimum of 10 years' call, indicating that he
                  regards the amount claimed under clause 6.5.1 to be a
                  reasonable amount in the circumstances

        6.5.3     if the relevant Seller fails to deliver to the Buyer and the
                  Escrow Agents its Objection to the Claim in accordance with
                  clause 6.5.2, such Seller shall be deemed to have accepted
                  that the Claim may be paid out of the Escrow Account and the
                  Escrow Agents shall be authorised to make and continue payment
                  of the amount thereof in accordance with clause 6.6 hereof
                  without further action by the Sellers;

        6.5.4     if the Seller delivers an Objection to the Claim, upon
                  resolution of the Claim the amount of such Claim shall be paid
                  in accordance with clause 6.6 hereof.

6.6     Upon receipt of notice of a Claim, the Escrow Agents shall hold back the
        amount of the Claim from any amount that it would otherwise have paid to
        the relevant Seller(such amount, a "Held-over Amount").

        6.6.1     In the event the Seller shall accept (or be deemed to have
                  accepted) the Claim, the Buyer shall be entitled to obtain
                  from the Escrow Agents forthwith payment in the amount of the
                  Claim Provided Always that the maximum amount that may be paid
                  to the Buyer out of the Escrow Account in respect of any claim
                  against either one of the Sellers shall not exceed the amounts
                  potentially still due to that Seller out of the Escrow
                  Account.

* CONFIDENTIAL TREATMENT REQUESTED

                                      -14-
<PAGE>
        6.6.2     In the event that a Seller shall have delivered a notice
                  of its Objection to an Escrow Claim to the Escrow Agents, the
                  relevant Seller or the Buyer, as the case may be, shall be
                  entitled to obtain from the Escrow Agents payment in the
                  amount of the Claim upon delivery of (i) written direction
                  executed by both parties authorising the payment and
                  specifying the amount thereof, or (ii) a written decision of
                  an appropriate court in England (together with a written
                  certification by counsel to such party that no appeal has or
                  may be taken from such decision), in each case specifying the
                  amount agreed or determined to be payable, in which case the
                  Escrow Agents shall forthwith pay to the party indicated by
                  such writing the amount so agreed or awarded in respect of the
                  Escrow Claim (and to the Seller as and when due any remaining
                  portion of the Held-over Amount not directed to be paid to the
                  Buyer) Provided Always that the maximum amount that may be
                  paid to the Buyer out of the Escrow Account in respect of any
                  claim against either one of the Sellers shall not exceed the
                  amounts potentially still due to that Seller in respect of the
                  Escrow Account.

        6.6.3     If an Objection notice given by a Seller indicates that he
                  requires the Buyer to obtain an opinion from a Queen's
                  Counsel, the Buyer shall have thirty Business Days from the
                  date of service of such notice, to provide that Seller and the
                  Escrow Agents with a copy of a signed Opinion from a Queen's
                  Counsel selected by the Buyer, of a minimum of 10 years' call,
                  giving reasonable details of the Claim and indicating that he
                  regards the amount claimed under clause 6.5.1 or such other
                  amount as the Queen's Counsel considers reasonable to be a
                  reasonable amount in the circumstances

        6.6.4     If the Buyer does not provide the relevant Seller and the
                  Escrow Agents with such a copy opinion within such thirty
                  Business Days, or if the opinion shows a lower amount to be
                  reasonable than was claimed, the Claim shall be deemed to have
                  been withdrawn either in full or, if the opinion did show a
                  lower amount, in respect of the excess and the Escrow Agents
                  shall pay the amount for which the Claim is deemed to have
                  been withdrawn to the relevant Seller if it would otherwise
                  have been due for payment.

        6.6.5     If the Buyer does provide the relevant Seller and the Escrow
                  Agents with such a copy opinion within such thirty Business
                  Days, the amount in question shall be retained in the Escrow
                  account until delivery of a written direction or decision
                  under clause 6.6.2 and the relevant Seller shall reimburse the
                  Buyer for the reasonable fees of the Queen's Counsel for the
                  delivery of the above opinion. If both Sellers requested
                  delivery of such an opinion they shall reimburse such fees in
                  the Relevant Proportions.

6.7     If the maximum amount which may be paid by the Escrow Agents in respect
        of a Claim is insufficient to satisfy such Claim, the Buyer shall be
        entitled at any time prior to the date on which a Loan Note becomes due
        for issue to the relevant Seller under Schedule 3 to exercise a right of
        hold back in respect of the shortfall. If the Buyer exercises such
        right, it shall issue a Loan Note for the amount in dispute and if
        applicable, a Loan Note for the balance. The Loan Note for the amount in
        dispute shall be in the Agreed Form but shall not be transferable and
        shall provide for payment to be suspended pending a written

                                      -15-
<PAGE>
        agreement between such Seller and the Buyer or a written decision of an
        appropriate court in England from which no appeal has or may be taken
        and shall provide for a right of set off in respect of any such amount
        as is ultimately agreed or determined by such a court to be due to the
        Buyer from the relevant Seller.

6.8     Subject to clause 6.9, any interest accruing on the Escrow Amount shall
        be paid to the Buyer as it arises, save that any interest accruing on a
        Held-over Amount after the date on which it would otherwise have been
        paid to a Seller shall be retained in the Escrow Account. Such interest
        shall be paid to the Seller once the claim has been determined or
        agreed, unless (but then only to the extent that) the Held-over Amount
        is insufficient to cover any amount determined or agreed to be payable
        to the Buyer in respect of the relevant claim (including any amount
        determined or agreed to be due in respect of interest or costs), in
        which case it shall be paid to the Buyer.

6.9     All payments of interest to the Buyer and/or a Seller shall be paid
        after deduction of any tax on such interest for which the Escrow Agents
        may be accountable and the Escrow Agents shall be entitled to withdraw
        from the Escrow Account an amount equal to such tax, subject to their
        providing appropriate certificates.

6.10    The Sellers and the Buyer shall each pay one half of the Escrow Agents'
        costs in respect of any work done pursuant to this clause.

7.      WARRANTIES AND PRE-COMPLETION CONDUCT

7.1     AFR warrants to the Buyer that each Warranty is true, accurate and not
        misleading at the date of the Agreement. PM warrants to the Buyer that
        each Warranty is true, accurate and not misleading as at 9 October 2001
        by reference to the facts and circumstances as at that date. For this
        purpose only, as to PM where there is an express or implied reference in
        a Warranty by PM or the Sellers, to the date of this Agreement or to a
        date after 9 October 2001, such references as to PM only are to be
        construed as a reference to 9 October 2001. Immediately before
        Completion, AFR is deemed to warrant to the Buyer, and PM in respect of
        Warranties 1.2.1, 3.1.1 and 3.1.3, that each Warranty is true, accurate
        and not misleading by reference to the facts and circumstances as at
        Completion. For this purpose only, where there is an express or implied
        reference in a Warranty to the "date of this Agreement", that reference
        is to be construed as a reference to Completion.

7.2     The Sellers acknowledge that the Buyer:

        7.2.1     is entering into this Agreement in reliance on each Warranty
                  which has also been given as a representation and with the
                  intention of inducing the Buyer to enter into this Agreement;
                  and

        7.2.2     may rely on the Warranties in warranting to any subsequent
                  buyer of all or any of the Shares or of all or any part of the
                  undertaking of a Group Company.

7.3     The Warranties are qualified by the facts and circumstances fairly and
        specifically disclosed in the Disclosure Letter or in the Second
        Disclosure Letter in relation to the Warranties repeated prior to
        Completion under clause 7.1. No other knowledge relating to a Group
        Company (actual, constructive or imputed) prevents or limits a claim
        made by



                                      -16-

<PAGE>
        the Buyer for breach of clause 7.1. The Sellers shall not invoke the
        Buyer's knowledge (actual, constructive or imputed) of a fact or
        circumstance which might make a Warranty untrue, inaccurate or
        misleading as a defence to a claim for breach of clause 7.1.

7.4     Reference to any facts and circumstances being disclosed shall be deemed
        to be a reference to them being fully and specifically disclosed in the
        Disclosure Letter or the Second Disclosure Letter in such a manner that:

        7.4.1     in the context of the disclosures contained in the Disclosure
                  Letter:

                  (a)      the significance of the information disclosed and its
                           relevance to a particular Warranty ought reasonably
                           to be appreciated by the Buyer, taking into account
                           the paragraphs or subject matters in relation to
                           which the information was disclosed;

                  (b)      there is not omitted from the information disclosed
                           any information which would have the effect of
                           rendering the information so disclosed misleading in
                           relation to the relevant Warranty; and

       7.4.2      in the context of any document treated as disclosed by the
                  Disclosure Letter, the matter disclosed is reasonably apparent
                  from the terms of the document;

        and nothing disclosed by the Sellers to the Buyer other than in the
        Disclosure Letter and in accordance with the provisions of this clause
        shall constitute disclosure for the purposes of this Agreement.

7.5     The Sellers undertake not to make any claim against a Group Company or a
        director, officer or employee of a Group Company which they may have in
        respect of a misrepresentation, inaccuracy or omission in or from
        information or advice provided by a Group Company or a director, officer
        or employee of a Group Company for the purpose of assisting the Sellers
        to make a representation, give a Warranty or prepare the Disclosure
        Letter.

7.6     Each Warranty is to be construed independently and (except where this
        Agreement provides otherwise) is not limited by a provision of this
        Agreement or another Warranty.

7.7     Between the execution of this Agreement and Completion the Sellers
        shall:

        7.7.1     ensure that each Group Company complies with schedule 6; and

        7.7.2     notify the Buyer immediately if they become aware of a fact or
                  circumstance which constitutes or which would or might
                  constitute a breach (whether repudiatory in nature or not) of
                  clause 7.1 or 7.7.1 or which would or might cause a Warranty
                  to be untrue, inaccurate or misleading if given in respect of
                  the facts or circumstances as at Completion.

8.      THE BUYERS REMEDIES

8.1     If, at any time before Completion, the Sellers are in material breach of
        any provision of this Agreement, the Buyer may by notice in writing to
        the Sellers elect to proceed to Completion or terminate this Agreement.



                                      -17-

<PAGE>
8.2     If the Buyer terminates this Agreement pursuant to clause 8.1:

        8.2.1     the Sellers shall indemnify the Buyer, and keep the Buyer
                  indemnified, on demand against all its costs relating to the
                  negotiation, preparation, execution or termination of this
                  Agreement and the satisfaction of any Condition and of any
                  legal proceedings against the Sellers in respect of any
                  failure by them to comply with this Agreement; and

        8.2.2     save for clauses 1, 8.2.1, 9, 13-16, and 18-21 each party's
                  further rights and obligations shall cease immediately on
                  termination, but termination does not affect a party's accrued
                  rights and obligations at the date of termination.

9.      LIMITATIONS ON THE SELLER'S LIABILITY

9.1     Neither of the Sellers shall be liable in respect of a Relevant Claim:

        9.1.1     unless the aggregate amount that would otherwise be
                  recoverable from the Sellers (but for this sub clause) in
                  respect of that Relevant Claim exceeds [pound][*]; and

        9.1.2     unless and until the aggregate amount that would otherwise be
                  recoverable from the Sellers (but for this sub clause) in
                  respect of that Relevant Claim, when aggregated with any other
                  amount or amounts recoverable in respect of other Relevant
                  Claims, exceeds [pound][*] and in the event that the
                  aggregated amounts exceed [pound][*] the Sellers shall be
                  liable in respect of the total aggregated amounts (subject to
                  the other limitations in this clause 9) and not the excess
                  only.

9.2     AFR's total liability in respect of all Relevant Claims and PM's total
        liability in respect of all Relevant Claims is limited to the sum of
        such amounts as shall have been paid to them or to their order under
        this Agreement except in cases of fraud by one of them in relation to
        the negotiation of this Agreement when no limit is to attach to that
        Seller.

9.3     PM shall not be liable for any Relevant Claim (other than one regarding
        title to the Shares sold by him and/or his capacity to sell them) to the
        extent that it relates to matters arising after 9 October 2001 and
        (subject to the other provisions of this clause 9) AFR shall accordingly
        be wholly liable for the relevant part of any such valid Relevant Claim.

9.4     Subject to clause 9.3, AFR shall be liable for only 87% of any valid
        Relevant Claim (unless it relates to his title to the Shares sold by him
        under this Agreement and/or his capacity to sell them (in which case he
        shall be liable for 100% of such claim)) and PM shall be liable for only
        13% of any valid Relevant Claim (unless it relates to his title to the
        Shares sold by him under this Agreement and/or his capacity to sell them
        (in which case he shall be liable for 100% of such claim))

        Provided That if the aggregate value of all valid Relevant Claims
        (including AFR's share, if applicable) for which PM would otherwise be
        liable (other than any regarding title to the Shares sold by him and/or
        his capacity to sell them) is less than [pound][*], PM shall have no
        liability for any such Claims and AFR's liability for such Relevant
        Claim(s) shall be increased accordingly.

* CONFIDENTIAL TREATMENT REQUESTED


                                      -18-
<PAGE>
9.5     The Sellers shall not be liable for a Relevant Claim in respect of:

        9.5.1     a claim under the Tax Deed or under the Warranties contained
                  in paragraph 6 of Schedule 5 unless the Buyer has notified the
                  Sellers of the claim stating in reasonable detail the nature
                  of the Claim and, if practicable, the amount claimed not later
                  than 31 January 2008; and

        9.5.2     any other Warranty unless the Buyer has notified the Sellers
                  of the Warranty Claim stating in reasonable detail the nature
                  of the Warranty Claim and, if practicable, the amount claimed
                  on or before 30 June 2004.

9.6     A Seller shall not be liable for a Relevant Claim unless proceedings in
        respect of the Relevant Claim are issued and served on him within 6
        months following the day of notification to him of the Relevant Claim.

9.7     Clauses 9.1, 9.2, 9.5 and 9.6 do not apply in respect of a valid
        Relevant Claim involving or relating to breach of clause 7.1 in respect
        of a Warranty contained in paragraph 3.1 of Schedule 5.

9.8     The Sellers shall not be liable in respect of any Relevant Claim:

        9.8.1     to the extent that it arises or is increased as a result of
                  the passing of, or a change in, any law, rule, regulation,
                  interpretation of the law or administrative practice of a
                  government, government department, agency or regulatory body
                  or an increase in rates of taxation after the Last Accounting
                  Date, or any provision or reserve in the Accounts or
                  management accounts for the year ended 31 December 2001 being
                  insufficient by reason of any increase in rates of taxation
                  after the Last Accounting Date;

        9.8.2     if it would not have arisen but for any act, omission,
                  transaction or arrangement carried out at the written request
                  of or with the written consent of the Buyer before Completion;

        9.8.3     if it would not have arisen but for any voluntary act,
                  omission, transaction or arrangement carried out after
                  Completion by the Buyer or any Group Company and which the
                  Buyer ought reasonably have anticipated would give rise to the
                  loss in question;

        9.8.4     to the extent that such Relevant Claim arises, or has
                  otherwise arisen and is increased, as a result of any
                  reorganisation or change made in the ownership of the Group
                  after Completion or any change in any accounting or taxation
                  policies or practice or accounting reference date of any Group
                  Company or the Buyer made after Completion;

        9.8.5     to the extent that it relates to any loss for which the Buyer
                  or any Group Company has a right of recovery whether by
                  contribution or indemnity by insurance or would have been
                  entitled to recover if valid and adequate insurance:

                  (a)      had been maintained at the relevant time; and



                                      -19-


<PAGE>
                  (b)      was of a type in force in relation to any Group
                           Company at the date of this Agreement or normally
                           effected by prudent companies carrying on a business
                           similar to that of any Group Company;

        9.8.6     to the extent that it relates to:

                  (a)      any matter in respect of which a provision or reserve
                           is made in the Statutory Accounts; or

                  (b)      any liability for Taxation arising as a result of an
                           Event occurring in the ordinary course of business of
                           any Group Company after the Statutory Accounts Date,

                  and without limitation, the exercise of any share options
                  granted prior to Completion by James Patrick Johnston Fairrie
                  or Martin McDermott SHALL be regarded for the purposes of
                  9.8.6 (b) as an Event occurring in a Group Company's ordinary
                  course of business but each of the following SHALL NOT be
                  regarded for the purposes of that sub-clause as an Event
                  occurring in a Group Company's ordinary course of business:

                           (i)      an Event giving rise to a liability under
                                    section 126 or Schedule 23 of the Finance
                                    Act 1995 (UK representatives of
                                    non-residents etc.);

                           (ii)     an Event giving rise to a liability under
                                    Part XVII of the Taxes Act (tax avoidance);

                           (iii)    a distribution within the meaning given by
                                    Part VI or section 418 of the Taxes Act;

                           (iv)     an acquisition or deemed acquisition of
                                    assets, goods, services or business
                                    facilities of any kind (including a loan of
                                    money or a letting, hiring or licensing of
                                    tangible or intangible property) to the
                                    extent that the consideration as treated for
                                    Tax purposes is less than the actual
                                    consideration or, a disposal or supply or
                                    deemed disposal or supply of assets, goods,
                                    services or business facilities of any kind
                                    (including a loan of money or a letting,
                                    hiring or licensing of tangible or
                                    intangible property) to the extent that the
                                    consideration as treated for Tax purposes is
                                    more than the actual consideration;

                           (v)      an Event which results in a Group Company
                                    being liable for Tax for which it is not
                                    primarily liable;

                           (vi)     a Group Company's failure to deduct or
                                    account for Tax or pay Tax when due;

                           (vii)    a disposal of capital assets giving rise to
                                    a balancing charge for capital allowances
                                    purposes;

                           (viii)   an Event giving rise to a liability within
                                    section 419 of the Taxes Act;



                                      -20-


<PAGE>
                           (ix)     a release of all or part of any debt to the
                                    extent that a deduction would not be
                                    available for Tax purposes in respect of
                                    such release;

                           (x)      the making of, or providing for, any
                                    redundancy or similar payments not
                                    authorised by the Buyer; and

                           (xi)     an Event which results in a chargeable gain
                                    being attributed to a Group Company under
                                    section 13 or 87 TCGA.

        9.8.7     to the extent that the amount of the Relevant Claim is taken
                  into account in calculating the SPV Revenue for any of the 4
                  years ending on 31st December 2004 and to the extent that it
                  thereby reduces the amount payable under Schedule 3.

        9.8.8     to the extent that such liability for Tax or other liability
                  is discharged on or before the Statutory Accounts Date and the
                  discharge of such liability is recognised in the Statutory
                  Accounts;

        9.8.9     to the extent that such liability for Tax or other liability
                  is in respect of the actual (as opposed to the deemed)
                  earning, receipt or accrual for any Tax purposes of any
                  income, profit or gain which is not recognised in the
                  Statutory Accounts;

        9.8.10    to the extent that such liability for Tax or other liability
                  would not have arisen or would have been reduced or eliminated
                  but for the failure or omission on the part of any Group
                  Company or the Buyer on or after Completion to make any claim,
                  election, surrender or disclaimer or to give any notice or
                  consent or to do any other thing, the making, giving or doing
                  of which was taken into account in the preparation of the
                  Statutory Accounts and the details of which have been notified
                  to the Buyer on or before the date on which the relevant
                  action is required to be taken;

        9.8.11    to the extent that such liability to Tax or other liability
                  would not have arisen but for the withdrawal or amendment by
                  the Buyer or any Group Company after Completion of any
                  election, claim, surrender, disclaimer, notice or consent made
                  by the Group Company prior to Completion in relation to any
                  Relief;

        9.8.12    to the extent that such liability for Tax or other liability
                  would not have arisen but for any failure or delay by the
                  Buyer or any Group Company in paying over to any Tax Authority
                  any payment previously made by the Sellers under the Tax Deed
                  or for breach of the Warranties contained in paragraph 6 of
                  Schedule 5 of this Agreement;

        9.8.13    to the extent that at the Statutory Accounts Date there was
                  available to any Group Company any Relief which was not
                  included or taken into account in the provision or reserve for
                  Tax in the Statutory Accounts or to the extent that any losses
                  attributable to periods ending on or before the Statutory
                  Accounts Date become available to any Group Company and such
                  repayment, credit, set-off or such losses can, in the opinion
                  of the Buyer's auditors, be used by any Group Company or the
                  Buyer to avoid any liability to Tax which but for this
                  sub-



                                      -21-


<PAGE>
                  paragraph would have given rise to a claim under the Tax Deed
                  or under the Warranties contained in paragraph 6 of Schedule 5
                  of this Agreement by the Buyer, to the intent and effect that
                  such Relief, or losses should as far as possible be utilised
                  in:-

                  9.8.13.1          discharge of any liability for Tax which
                                    could otherwise form the subject matter of a
                                    claim against the Sellers under this Deed or
                                    under the Warranties contained in paragraph
                                    6 of Schedule 5 of this Agreement; and

                  9.8.13.2          reduction of any other liability for Tax of
                                    any Group Company or the Buyer (whether by
                                    way of carry forward and set-off against
                                    future profits or otherwise) and in such
                                    case the amount for which the Sellers would
                                    otherwise be liable under this Deed or under
                                    the Warranties contained in paragraph 6 of
                                    Schedule 5 of the Agreement shall be reduced
                                    by an amount which is equal to the amount of
                                    the said reduction and if the said reduction
                                    occurs after a liability under the Tax Deed
                                    or under the Warranties contained in
                                    paragraph 6 of Schedule 5 of this Agreement
                                    has been discharged, the relevant Group
                                    Company or the Buyer shall be liable to
                                    repay to the Sellers the amount of such
                                    reduction (up to the amount of the liability
                                    previously discharged);

        9.8.14    to the extent that such liability arises solely by virtue of
                  any Group Company's average rate of corporation tax increasing
                  as a result of becoming a member of the Buyer's group;

        9.8.15    to the extent that such liability arises as a result of the
                  grant of share options or other benefits to or the exercise of
                  share options by James Patrick Johnston Fairrie or Martin
                  McDermott;

        9.8.16    to the extent that such liability is stamp duty arising on
                  documents other than those documents in the enforcement of
                  which the Company is interested.

9.9     If the Buyer or any Group Company is able to recover from some other
        person any sum in respect of any matter or event which could give rise
        to a Relevant Claim, the Buyer will (or will procure that any relevant
        Group Company will) take all reasonable steps to recover that sum before
        making such Relevant Claim, and any sum recovered will reduce the amount
        of such Relevant Claim after deduction of all reasonable costs and
        expenses of recovery.

9.10    If a Seller pays the Buyer a sum to settle or discharge a Relevant Claim
        and the Buyer or any Group Company subsequently recovers whether by
        payment, discount, credit, relief or otherwise from any third party
        (including any Tax Authority) a sum which is referable to the Relevant
        Claim the Buyer will repay the Seller immediately the Relevant
        Proportion of the amount recovered from the third party less the
        Relevant Proportion of any reasonable costs and expenses incurred in
        recovering the same and less any Tax

                                      -22-
<PAGE>
        payable on such amount, or if less such amount as is equivalent to the
        sum paid by the Seller in settlement or discharge of that Relevant
        Claim.

9.11    The Buyer shall not be entitled to recover damages or otherwise obtain
        payment, reimbursement or restitution more than once under this
        Agreement (including the Tax Deed) in respect of the same loss or
        liability.

9.12    If any potential Relevant Claim arises as a result of a contingent or
        unquantifiable liability of any Group Company, the Sellers shall be
        obliged to pay any sum in respect of the potential Relevant Claim at
        such time (if at all) as the liability or a portion thereof either
        ceases to be contingent or becomes quantifiable (and then only to the
        extent that it does so).

9.13    If the Buyer or a Group Company becomes aware that matters have arisen
        which will or are likely to give rise to a Relevant Claim, the Buyer
        will (and will procure that any Relevant Group Company will):

        9.13.1    immediately notify the Sellers in writing of the potential
                  Relevant Claim;

        9.13.2    not make any admission of liability, agreement or compromise
                  with any person, body or authority in relation to the
                  potential Relevant Claim without prior written consent of the
                  Sellers (not to be unreasonably withheld or delayed);

        9.13.3    disclose promptly in writing to the Sellers all information
                  and documents relating to the potential Relevant Claim or the
                  matters which will or are likely to give rise to the potential
                  Relevant Claim;

        9.13.4    if requested by the Sellers give each Seller and his
                  professional advisers reasonable access (at the relevant
                  Seller's cost) to:

                  (a)      the personnel of the Buyer and/or any relevant Group
                           Company in order to interview the personnel;

                  (b)      any relevant premises, chattels, accounts, documents
                           and records within the power, possession or control
                           of the Buyer and/or any relevant Group Company in
                           order to, at the Sellers' own expense, examine and
                           photograph the premises and chattels and to examine,
                           photograph and take copies of the accounts, documents
                           and records;

        9.13.5    take such action as either Seller may reasonably request to
                  avoid, resist, contest, defend, compromise or remedy the
                  potential Relevant Claim or the matters which will or are
                  likely to give rise to such Relevant Claim and in each case on
                  the basis that the Sellers shall indemnify the Buyer in the
                  Relevant Proportions for all reasonable costs incurred as a
                  result of a request by the Sellers;

        9.13.6    in connection with any actions or proceedings relating to the
                  matter or Relevant Claim, and subject to the Buyer being
                  indemnified for all reasonable costs incurred, use advisers
                  nominated by the Sellers and, if the Sellers (or the relevant
                  Seller if only one of them is potentially liable) request,
                  consult with the

                                      -23-
<PAGE>
                  Sellers or relevant Seller regarding the exclusive conduct of
                  such actions or proceedings.

9.14    Nothing in this clause 9 shall in any way restrict or limit the Buyer's
        or any relevant Group Company's common law duty to mitigate its loss.

9.15    The Buyer confirms to the Sellers that it is not aware at the date of
        this Agreement, after discussion with its accountants and solicitors, of
        any matter or thing which in its reasonable opinion will or may give
        rise to any Relevant Claim.

9.16    Save as provided herein, the sole remedy of the Buyer for any breach of
        any of the Warranties or any other breach of this Agreement by the
        Sellers shall be an action for damages and the Buyer shall not be
        entitled to terminate or rescind this Agreement.

9.17    Nothing in clause 9 shall have the effect of limiting or restricting any
        liability of a Seller in respect of a Relevant Claim arising as a result
        of any fraud committed by that Seller in connection with the
        negotiation, preparation, execution and performance of this Agreement.

10.     USE OF INTELLECTUAL PROPERTY RIGHTS

        Each of the Sellers shall not, either alone or jointly with, through or
        as manager, adviser, consultant or agent for a person, directly or
        indirectly use or authorise, encourage or assist any person to use in
        connection with a business which competes, directly or indirectly, with
        a business of a Group Company as operated at the date of this Agreement,
        any of the Intellectual Property Rights (in particular, a name
        consisting of or including word "SPV") or use in that connection
        anything which is intended, or is likely to be confused with, any of the
        Intellectual Property Rights.

11.     FURTHER UNDERTAKINGS BY THE SELLERS

11.1    Each of the Sellers undertakes to the Buyer, for itself and as agent
        and trustee for each Group Company, that subject to clause 11.2, he will
        not do any of the following things:

        11.1.1    for a period of 4 years starting on the date of Completion,
                  either alone or jointly with, through, or as adviser to or
                  manager for, any person, carry on or be engaged, concerned or
                  interested in a business which competes with a Group Company
                  in respect of the SPV Core Business Provided that a Seller may
                  be involved in a business if not more than 5% of the revenue
                  of that business arises from activities that are competitive
                  with the SPV Core Business as at the time of such involvement;

        11.1.2    for a period of 4 years starting on the date of Completion, do
                  or say anything which is harmful to a Group Company's goodwill
                  (as subsisting at the date of this Agreement) or which may
                  lead a person who has dealt with a Group Company at any time
                  during the twelve months prior to the date of this Agreement
                  to cease to deal with a Group Company in respect of the SPV
                  Core Business on substantially equivalent terms to those
                  previously offered or at all;

        11.1.3    for a period of 4 years starting on the date of Completion, on
                  his own account or in conjunction with or on behalf of any
                  other person in respect of the products

                                      -24-
<PAGE>
                  or services of a business of a Group Company, either seek to
                  obtain orders from, or do business with, or encourage another
                  person to obtain orders from or do business with, a person who
                  has been a customer of that business at any time during the
                  twelve months prior to the date of this Agreement, in respect
                  of the SPV Core Business provided that a Seller may be
                  involved in a business if not more than 5% of the revenue of
                  that business arises from activities that are competitive with
                  the SPV Core Business as at the time of such involvement;

        11.1.4    for a period of 4 years starting on the date of this
                  Agreement, engage, employ, solicit or contact with a view to
                  his engagement or employment by another person, a person who
                  was a director, officer, employee or manager of a Group
                  Company at the date of this Agreement, where the person in
                  question either has Confidential Information or would be in a
                  position to exploit a Group Company's trade connections; or

        11.1.5    for a period of 4 years starting on the date of Completion,
                  seek to contract with or engage (in such a way as to affect
                  adversely a Group Company in respect of the SPV Core Business)
                  a person who has been contracted with or engaged to supply
                  services to that Group Company at any time during the twelve
                  months prior to the date of this Agreement.

        11.1.6    pending Completion each of the Sellers shall not, directly or
                  indirectly:

                  (i)      enter into or be involved in any discussion or
                           negotiation with any person except the Buyer in
                           connection with the sale of any Group Company or the
                           business or any part of the business of or (except in
                           the usual course of business) any of the assets of
                           the business of any Group Company;

                  (ii)     enter into an agreement or arrangement with any
                           person except the Buyer or any person designated by
                           the Buyer in connection with the sale of any Group
                           Company or the business or any part of the business
                           of or (except in the usual course of business) any of
                           the material assets of any Group Company; or

                  (iii)    make available to any person except their own
                           advisors, the Buyer, its directors, officers, duly
                           authorised representatives, advisers or agents any
                           information relating to the sale of any Group Company
                           or the business or any part of the business of or
                           (except in the usual course of business) any of the
                           assets of any Group Company (except in the usual
                           course of business).

11.2    Nothing in this clause 11 shall prevent either Seller from:

        11.2.1    holding or acquiring any business or the shares or other
                  securities of any company if:

                  (i)      not more than 5 per cent of the business or that
                           company's business is competitive with the SPV Core
                           Business; and

                                      -25-
<PAGE>
                  (ii)     the principal reason for doing so is not the
                           ownership of an interest in that part of the business
                           in question;

        11.2.2    holding or acquiring shares in any public company if the
                  shares in question represent less than 5% of the issued shares
                  of the relevant company.

11.3    Each undertaking in clause 11.1 constitutes an entirely independent
        undertaking and if one or more of the undertakings is held to be against
        the public interest or unlawful or in any way an unreasonable restraint
        of trade the remaining undertaking shall continue to bind each of the
        Sellers.

11.4    On receiving the Buyer's reasonable request each of the Sellers shall
        (at the Buyer's cost):

        11.4.1    do and execute, or arrange to be done and executed, each act,
                  document and thing reasonably requested by the Buyer from the
                  relevant Seller to implement this Agreement; and

        11.4.2    give to the Buyer all documents in their possession (if any)
                  that belong to a Group Company and copies of any other
                  documents that the Buyer might reasonably request.

12.     CONFIDENTIAL INFORMATION

12.1    Each of the Sellers undertakes to the Buyer, for itself and as agent and
        trustee for each Group Company, that before and after Completion each of
        the Sellers shall not use or disclose to any person Confidential
        Information he has or acquires and shall make every reasonable effort to
        prevent the use or disclosure of Confidential Information by any third
        party not authorised by the Company to have it.

12.2    Clause 12.1 does not apply to disclosure of Confidential Information:

        12.2.1    to a director, officer or employee of the Buyer or of a Group
                  Company whose function requires him to have the Confidential
                  Information;

        12.2.2    required to be disclosed provided that the disclosure shall be
                  made after consultation with the Buyer and after taking into
                  account the Buyer's reasonable requirements as to its timing,
                  content and manner of making or despatch; or

        12.2.3    to an adviser for the purpose of advising the relevant Seller
                  in connection with his affairs provided that such disclosure
                  is essential for these purposes and is on the basis that
                  clause 12.1 applies to the disclosure by the adviser.

13.     GUARANTOR'S OBLIGATIONS

13.1    In consideration of the Sellers entering into this Agreement, the
        Guarantor irrevocably and unconditionally:

        13.1.1    guarantees to the Sellers the due and punctual payment,
                  observance and performance by the Buyer of all of the Buyer's
                  liabilities and obligations, whether present or future,
                  express or implied, actual or contingent, under or

                                      -26-
<PAGE>
                  arising out of this Agreement, including any liability or
                  obligation to pay any sums due and payable under the Loan
                  Notes; and

        13.1.2    agrees as a primary obligation to indemnify each of the
                  Sellers from time to time on demand against each loss,
                  liability and cost which he may incur as a result of any of
                  the obligations of the Buyer under the Agreement being or
                  becoming void, voidable, unenforceable or ineffective for any
                  reason whatsoever whether or not known to either Seller, the
                  amount of such loss being the amount which the relevant Seller
                  would otherwise have been entitled to recover from the Buyer.

13.2    The Sellers will not be obliged before exercising any of the rights,
        powers or remedies conferred upon them in respect of the Guarantor
        under this clause or by law:

        13.2.1    to make any demand of the Buyer;

        13.2.2    to enforce or seek to enforce any claim, right or remedy
                  against the Buyer or any other person; or

        13.2.3    to make or file any claim or proof in connection with the
                  insolvency of the Buyer or any other person; or

        13.2.4    to take any action or obtain judgement in any court against
                  the Buyer or any other person.

13.3    Neither the liability of the Guarantor under this clause nor the rights,
        powers and remedies conferred on the Sellers under this clause or by law
        will in any way be released, prejudiced, diminished or affected by any
        of the following:

        13.3.1    any time or other indulgence being granted to the Buyer in
                  respect of its obligations under the Agreement;

        13.3.2    any amendment to, or any variation, waiver or release of, any
                  obligation of the Buyer under this Agreement;

        13.3.3    any failure to take, or fully to take, any security
                  contemplated by this Agreement or otherwise agreed to be taken
                  in respect of the Buyer's obligations under the Agreement;

        13.3.4    any failure to realise or fully to realise the value of, or
                  any release, discharge, exchange or substitution, of any such
                  security taken in respect of the Buyer's obligations under the
                  Agreement;

        13.3.5    the insolvency, incapacity, disability, or any change in the
                  constitution, name, control or style of, the Buyer, the
                  Guarantor or any other person;

        13.3.6    any invalidity, illegality, unenforceability, irregularity or
                  frustration in any respect of any of the liabilities or
                  obligations referred to in clause 13.1.1; and

        13.3.7    any act, omission event or circumstances which, but for this
                  provision, might operate to prejudice, affect or otherwise
                  affect the liability of the Guarantor

                                      -27-

<PAGE>
                  under this clause or any of the rights, powers or remedies
                  conferred upon the Sellers under this clause or by law.

14.     ANNOUNCEMENTS

14.1    Subject to clause 14.2, none of the parties shall, before or after
        Completion, and, before Completion, the Sellers shall procure that the
        Company shall not, make or send a public announcement, communication or
        circular concerning the transactions referred to in this Agreement
        unless it has first obtained the other parties' written consent which
        may not be unreasonably withheld or delayed.

14.2    Clause 14.1 does not apply to a public announcement, communication or
        circular required by law, or by a governmental authority or other
        authority with relevant powers to which a party is subject or submit,
        whether or not the requirement has the force of law, provided that the
        public announcement, communication or circular shall be made after
        consultation with the other parties and after taking into account the
        reasonable requirements of the other parties as to its timing, content
        and manner of making or despatch.

15.     COSTS

        Except where this Agreement or the relevant document provides otherwise,
        each party shall pay its own costs relating to the negotiation,
        preparation, execution and performance by it of this Agreement and of
        each document referred to in it.

16.     GENERAL

16.1    A variation of this Agreement is valid only if it is in writing and
        signed by or on behalf of each party.

16.2    The failure to exercise or delay in exercising a right or remedy
        provided by this Agreement, or by law, does not impair or constitute a
        waiver of the right or remedy or an impairment of, or a waiver of, other
        rights or remedies. No single or partial exercise of a right or remedy
        provided by this Agreement or by law prevents further exercise of the
        right or remedy or the exercise of another right or remedy.

16.3    The parties' rights and remedies contained in this Agreement are
        cumulative and not exclusive of rights or remedies provided by law.

16.4    Except to the extent that they have been performed and except where this
        Agreement provides otherwise, the obligations contained in this
        Agreement remain in force after Completion.

16.5    If a party fails to pay a sum due from it under this Agreement on the
        due date of payment in accordance with the provisions of this Agreement,
        that party shall pay interest on the overdue sum from the due date of
        payment until the date on which its obligation to pay the sum is
        discharged at the rate of 2 per cent. per annum over the base lending
        rate of Barclays Bank plc (whether before or after judgement). Interest
        accrues and is payable from day to day, but without compounding.


                                      -28-

<PAGE>
16.6    Except as provided in clause 18.6, a person who is not a party to this
        Agreement has no right under the Contracts (Rights of Third Parties) Act
        1999 to enforce any term of this Agreement, but this does not affect any
        right or remedy of a third party which exists or is available apart from
        that Act.

17.     SET-OFF

17.1    The Buyer shall not be entitled to set off any liability of either
        Seller to the Buyer in respect of a Relevant Claim against any liability
        of the Buyer to that Seller under this Agreement, except as provided in
        clause 6, or in the Loan Notes, under the Tax Deed and subject to clause
        9.

17.2    If the Buyer does exercise a right of set off in accordance with clause
        17.1, the withholding by the Buyer shall not discharge the Sellers from
        their obligations under this Agreement (save to the extent of the set
        off), whether under clause 7, or otherwise, or under the Tax Deed. If,
        however, it is subsequently agreed between the relevant parties or
        determined that the Buyer was not entitled to withhold anything, or that
        it withheld more than it was entitled to withhold, the Buyer shall pay
        to the Seller the amount improperly withheld, together with interest
        under clause 16.5, save that the Buyer shall be entitled to a credit
        against such obligation for any interest paid to the relevant Seller
        under clause 6.

18.     ENTIRE AGREEMENT

18.1    This Agreement and each document referred to in it constitutes the
        entire agreement and supersedes any previous agreements between the
        parties relating to the subject matter of this Agreement.

18.2    The Buyer acknowledges and represents that it has not relied on or been
        induced to enter into this Agreement and the documents referred to in it
        by a representation, warranty or undertaking (whether contractual or
        otherwise) given by the Sellers other than the Warranties or otherwise
        as set out in this Agreement or each document referred to in it.

18.3    The Sellers are not liable to the Buyer (in equity, contract or tort
        (including negligence), under the Misrepresentation Act 1967 or in any
        other way) for a representation, warranty or undertaking that is not set
        out in this Agreement or any document referred to in this Agreement.

18.4    The Sellers acknowledge and represent that they have not relied on or
        been induced to enter into this Agreement and the documents referred to
        in it by a representation, warranty or undertaking (whether contractual
        or otherwise) given by the Buyer other than as set out in this Agreement
        or any document referred to in this Agreement.

18.5    The Buyer is not liable to the Sellers (in equity, contract or tort
        (including negligence), under the Misrepresentation Act 1967 or in any
        other way) for a representation, warranty or undertaking relating to the
        subject matter of this Agreement that is not set out in this Agreement
        or any document referred to in this Agreement.

18.6    The Sellers agree that no Buyer's Group Undertaking or adviser or
        provider of finance to the Buyer or other Buyer's Group Undertaking
        shall have any liability to the Sellers (in


                                      -29-

<PAGE>
        equity, contract or tort (including negligence), under the
        Misrepresentation Act 1967 or in any other way) for a representation,
        warranty or undertaking relating to the subject matter of this Agreement
        that is not set out in this Agreement or any document referred to in
        this Agreement.

18.7    The Buyer and the Sellers agree that neither party shall bring any
        action against any of the others or against any Buyer's Group
        Undertaking in relation to (a) any previous agreement(s) between them
        relating to the subject matter of this Agreement or (b) any
        representation, warranty or undertaking relating to the subject matter
        of this Agreement other than the Warranties or otherwise as set out in
        this Agreement or each document referred to in it, save that this clause
        shall not affect any rights that either of the Sellers may have against
        each other under any other agreement between them in relation to the
        Group.

        In particular, but without limitation, the only remedy available to the
        Buyer for breach of the Warranties shall be the right to terminate under
        clause 8 prior to Completion and/or to seek damages for breach of
        contract under the terms of this Agreement.

18.8    Nothing in this clause 18 shall have the effect of limiting or
        restricting any liability arising as a result of any fraud committed by
        any of the parties in connection with the negotiation, preparation,
        execution and performance of this Agreement and of each document
        referred to in it.

19.     ASSIGNMENT

19.1    The Sellers agree that the benefit of every provision in this Agreement
        is given to the Buyer for itself and its successors in title and
        assigns. Accordingly, the Buyer (and its successors and assigns) may,
        without the consent of the Sellers, assign the benefit of all or any of
        the Sellers' obligations under this Agreement and/or any other benefit
        arising under or out of this Agreement.

        Provided Always that the Buyer shall not be entitled to assign the
        benefit of any of the provisions of this Agreement or to transfer
        ownership of the Shares without the written consent of the Sellers
        (except to a member of the Buyer's consolidated group and provided the
        Guarantor remains obligated) unless it has first paid to the Sellers all
        sums potentially due to them under the Loan Notes, measured at their
        outstanding face value (or potential face value if they have not yet
        been issued) inclusive of interest up to the date of payment, or out of
        the Escrow Account free from any set off that has not been agreed by the
        relevant Seller.

19.2    Subject to the limited transferability rights set out in the Escrow Loan
        Notes, each of the Sellers shall be entitled either in whole or in part
        to assign, or otherwise transfer, declare a trust of the benefit of, or
        in any other way alienate any of his rights under this Agreement
        (including his rights under the Loan Notes or to receive those Loan
        Notes that have not yet been issued).

20.     NOTICES

20.1    A notice or other communication under or in connection with this
        Agreement (a "Notice") shall be:


                                      -30-

<PAGE>
        20.1.1    in writing;

        20.1.2    in the English language; and

        20.1.3    delivered personally or sent by first class post pre-paid
                  recorded delivery (and air mail if overseas) or by fax to the
                  party due to receive the Notice to the address set out in
                  clause 20.3 or to another address, person, or fax number
                  specified by that party by not less than seven days' written
                  notice to the other party received before the Notice was
                  despatched.

20.2    Unless there is evidence that it was received earlier, a Notice is
        deemed given if:

        20.2.1    delivered personally, when left at the address referred to in
                  clause 20.1.3;

        20.2.2    sent by mail, except air mail, two Business Days after posting
                  it;

        20.2.3    sent by air mail, six Business Days after posting it; and

        20.2.4    sent by fax, when confirmation of its transmission has been
                  recorded by the sender's fax machine.

20.3    The address referred to in clause 20.1.3 is:

<TABLE>
<CAPTION>
NAME OF PARTY    ADDRESS                      FACSIMILE NO.     MARKED FOR THE
                                                                ATTENTION OF
<S>              <C>                          <C>               <C>
AFR              Tower Mill                   0189 285 2587
                 Mark Cross
                 Crowborough
                 East Sussex TN6 3PL
COPY TO          SPV Management Limited       020 7220 7819     Martin
                 78 Cannon Street                               McDermott/James
                 London                                         Fairrie
                 EC4P 5LN

COPY TO          Eversheds                    020 7919 4919     Bruce Gripton
                 Senator House
                 85 Queen Victoria Street
                 London EC4V 4JL

PM               The Old Coach House          01580 819 154
                 Shoyswell Manor
                 Sheepstreet Lane
                 Etchingham
                 East Sussex
                 TN19 7AZ
</TABLE>


                                      -31-

<PAGE>
<TABLE>
<S>              <C>                          <C>               <C>
COPY TO          Richards Butler              020 7247 5091     Philip Allford
                 Beaufort House
                 15 St Botolph Street
                 London EC3A 7EE

THE BUYER        Wilmington Trust              +13026364158     Howard Cohen,
                 Rodney Square North
AND/OR THE       1100 N. Market Street                          Senior Vice President
GUARANTOR        Wilmington
                 Delaware 19890
                 USA

COPIES TO        Wilmington Trust              +13024274771     David C Roulston, Esq.
                 Rodney Square North
                 1100 N.Market Street
                 Wilmington
                 Delaware 19890
                 USA

                 Clifford Chance LLP          +442076005555     Martin Richards
                 200 Aldersgate Street
                 London EC1A 4JJ
                 United Kingdom
                 (Ref: MER/W1539/00081).
</TABLE>

21.     GOVERNING LAW AND JURISDICTION

21.1    This Agreement is governed by English law.

21.2    The courts of England have exclusive jurisdiction to settle any dispute
        arising from or connected with this Agreement (a "DISPUTE").

21.3    The parties agree that they shall not commence proceedings in any court
        other than the courts of England.

21.4    The parties agree that the documents which start any Proceedings and any
        other documents required to be served in relation to those Proceedings
        may be served on the Seller in accordance with clause 21. These
        documents may, however, be served in any other manner allowed by law.

21.5    The Guarantor irrevocably agrees that any notice or document may be
        sufficiently and effectively served on it in connection with proceedings
        in England by service on the Buyer, if no replacement agent has been
        appointed and notified to the Sellers under clause 21.7, or on the
        replacement agent if one has been so appointed and notified to the
        Sellers.

                                      -32-
<PAGE>
21.6    Any notice or document served pursuant to this clause shall be marked
        for the attention of:

        21.6.1    The Company Secretary at the registered office of the Buyer or
                  such other address within England as may be notified to the
                  Sellers by the Guarantor; or

        21.6.2    such other person as is appointed as agent for service
                  pursuant to clause 21.7 below.

21.7    If the agent referred to in clause 21.5 (or any replacement agent
        appointed pursuant to this clause) at any time ceases for any reason to
        act as such, the Guarantor shall appoint a replacement agent to accept
        service having an address for service in England and shall notify the
        Sellers of the name and address of the replacement agent. Failing such
        appointment and notification, the Sellers shall be entitled by notice to
        the Guarantor to appoint such a replacement; provided that in cases
        where service is effected upon a replacement agent appointed by the
        Sellers in accordance with this sub-clause a copy of the relevant notice
        or document shall at the same time be forwarded to the last known
        business address of the Guarantor.

22.     COUNTERPARTS

        This Agreement may be executed in any number of counterparts, each of
        which when executed and delivered is an original and all of which
        together evidence the same agreement.

                                      -33-
<PAGE>
EXECUTED by the parties:

Signed by ANTHONY FRANCIS     )       A. F. RAIKES
RAIKES                        )

Signed by PIERS MINOPRIO      )       P. MINOPRIO

Signed by NORMA CLOSS         )       N. CLOSS
a duly authorised             )
representative of             )
WILMINGTON TRUST              )
(UK) LIMITED                  )

Signed by HOWARD COHEN        )       H. COHEN
a duly authorised             )
representative of             )
WILMINGTON TRUST              )
CORPORATION                   )

                                      -92-