<PAGE>

DATED                                                               10 JUNE 2004

                             (1) A HINTON AND OTHERS

                                     - AND -

                             (2) STERICYCLE UK, LTD.

                                    AGREEMENT
                                   relating to

                       the sale and purchase of White Rose
                              Environmental Limited

<PAGE>

                                    CONTENTS

<TABLE>
<S>                                                                                        <C>
1.       DEFINITIONS AND INTERPRETATION.................................................    1

2.       SALE AND PURCHASE OF SHARES....................................................   11

3.       CONSIDERATION..................................................................   12

4.       COMPLETION.....................................................................   14

5.       ESCROW ACCOUNT AND CLAIMS AGAINST THE WARRANTORS...............................   15

6.       WARRANTIES.....................................................................   16

7.       WARRANTORS' COVENANTS..........................................................   18

8.       SET OFF AGAINST LOAN NOTES.....................................................   20

9.       TAXATION.......................................................................   21

10.      FURTHER ASSURANCE AND ATTORNEY.................................................   21

11.      ANNOUNCEMENTS..................................................................   22

12.      COSTS..........................................................................   22

13.      SUCCESSORS AND ASSIGNMENT......................................................   22

14.      ENTIRE AGREEMENT...............................................................   23

15.      VARIATIONS.....................................................................   23

16.      WAIVER.........................................................................   24

17.      AGREEMENT CONTINUES IN FORCE...................................................   24

18.      SEVERABILITY...................................................................   24

19.      NOTICES........................................................................   24

20.      COUNTERPARTS...................................................................   25

21.      THIRD PARTY RIGHTS.............................................................   25

22.      MISCELLANEOUS..................................................................   25

23.      GOVERNING LAW AND JURISDICTION.................................................   25

SCHEDULE 1..............................................................................   26

     Details of the Vendors, the Shares and the Consideration...........................   26
</TABLE>

<PAGE>

<TABLE>
<S>                                                                                        <C>
SCHEDULE 2..............................................................................   27

     Part 1.............................................................................   27

     The Company........................................................................   27

     Part 2.............................................................................   29

     The Subsidiaries...................................................................   29

SCHEDULE 3..............................................................................   31

     The Warranties.....................................................................   31

     Part 1.............................................................................   31

     General............................................................................   31

     Part 2.............................................................................   58

     Property matters...................................................................   58

     TITLE..............................................................................   58

     Part 3.............................................................................   62

     Pensions...........................................................................   62

SCHEDULE 4..............................................................................   65

     Taxation...........................................................................   65

     Part 1.............................................................................   65

     Definitions and interpretation.....................................................   65

     Part 2.............................................................................   69

     Tax Warranties.....................................................................   69

     Part 3.............................................................................   76

     Tax Covenant.......................................................................   76

     Part 4.............................................................................   79

     Limitations and Procedure..........................................................   79

SCHEDULE 5..............................................................................   90

     Completion.........................................................................   90
</TABLE>

<PAGE>

<TABLE>
<S>                                                                                       <C>
SCHEDULE 6..............................................................................   92

     The Properties.....................................................................   92

SCHEDULE 7..............................................................................   93

     Part 1.............................................................................   93

     Completion Accounts................................................................   93

     Preparation of Completion Accounts.................................................   93

SCHEDULE 8..............................................................................   97

     Limitation on the Warrantors' Liability............................................   97

APPENDIX 1..............................................................................  103

APPENDIX 2..............................................................................  104

APPENDIX 3..............................................................................  105
</TABLE>

<PAGE>

THIS AGREEMENT is made on                                           10 JUNE 2004

BETWEEN:

(1)      THE PERSONS whose names and addresses are set out in schedule 1
         ("VENDORS"); and

(2)      STERICYCLE UK, LTD., a company registered in England with number
         5141715, whose registered office is at Carmelite, 50 Victoria
         Embankment, London EC4Y 0DX ("PURCHASER").

BACKGROUND

A        White Rose Environmental Limited ("COMPANY") is a private company
         limited by shares. Further information relating to the Company and its
         Subsidiaries is set out in schedule 2.

B        The Vendors are the beneficial owners or are otherwise able to procure
         the transfer of the numbers of Shares set opposite their respective
         names in column (2) of schedule 1.

C        The Vendors have agreed to sell or procure the sale of and the
         Purchaser has agreed to purchase the Shares for the consideration and
         upon the terms and conditions set out in this agreement.

IT IS HEREBY AGREED:

1.       DEFINITIONS AND INTERPRETATION

         1.1      In this agreement the following words and expressions shall
                  (except where the context otherwise requires) have the
                  following meanings:

                  "1985 ACT" means the Companies Act 1985;

                  "1989 ACT" means the Companies Act 1989;

                  ""A" ORDINARY SHARES" means the 89,334 issued and allotted "A"
                  ordinary shares of (pound)1 each in the capital of the
                  Company;

                  "ACCOUNTS" means the audited consolidated accounts of the
                  Group comprising (inter alia) the audited consolidated balance
                  sheet as at the Accounts Date and the audited consolidated
                  profit and loss account for the period ended on the Accounts
                  Date, the notes and the cash flow statement relating thereto
                  and the reports of the directors and auditors thereon;

                  "ACCOUNTS DATE" means 31 March 2003;

                                                                               1
<PAGE>

                  ""B" ORDINARY SHARES" means the 55,333 issued and allotted "B"
                  ordinary shares of (pound)1 each in the capital of the
                  Company;

                  "BUSINESS DAY" means a day, other than a Saturday, Sunday or
                  public holiday, on which banks are open for commercial
                  business in the City of London;

                  "BUSINESS INTELLECTUAL PROPERTY" means all Intellectual
                  Property owned and used by any member of the Group;

                  ""C" ORDINARY SHARES" means the 55,333 issued and allotted "C"
                  ordinary shares of (pound)1 each in the capital of the
                  Company;

                  "CLAIM" means any claim for breach of or non-compliance with
                  this agreement (including any Warranty Claim or claim under
                  the Tax Covenant);

                  "COMPANIES ACTS" means the 1985 Act, the 1989 Act and the
                  Companies Consolidation (Consequential Provisions) Act 1985;

                  "COMPLETION" means the performance of all the obligations of
                  the parties to this agreement set out in clause 4;

                  "COMPLETION ACCOUNTS" means the accounts to be prepared
                  pursuant to clause 3 and schedule 7;

                  "COMPLETION BOARD MINUTES" means minutes of meetings of the
                  boards of directors of the Company and the Subsidiaries in the
                  agreed form;

                  "COMPLETION DATE" means close of business on the date of this
                  agreement;

                  "COMPUTER SYSTEMS" means the computer processors, associated
                  and peripheral equipment and computer programs used by the
                  Group at the Completion Date and documentation and data
                  entered into or created by the foregoing;

                  "CONFIDENTIAL INFORMATION" means information (however stored)
                  relating to or connected with the business, customers or
                  financial or other affairs of the Group details of which are
                  not in the public domain including, without limitation,
                  information concerning or relating to:

                  (a)      the Business Intellectual Property and any member of
                           the Group in the nature of intellectual property;

                                                                               2
<PAGE>

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

                  (c)      the marketing of goods or services including, without
                           limitation, customer, client and supplier lists,
                           price lists, sales targets, sales statistics, market
                           share statistics, market research reports and surveys
                           and advertising or other promotional materials and
                           details of contractual arrangements and any other
                           matters concerning the clients or customers of or
                           other persons having dealings with any member of the
                           Group;

                  "CONSIDERATION" means the consideration for the Shares set out
                  in clause 3;

                  "CUSTOMER CONTRACT" means any agreement or arrangement with
                  any customer of the Group whether or not in writing to which
                  any member of the Group is a party including all written or
                  oral amendments or modifications of the Customer Contracts or
                  supplements to the Customer Contracts;

                  "DATA ROOM DOCUMENTS" means each of the documents listed in
                  the index of documents relating to the Group which have been
                  made available for inspection by the Purchaser, a copy of
                  which index is annexed to the Disclosure Letter;

                  "DEATH IN SERVICE SCHEME" means the White Rose Environmental
                  Limited Death in Service Scheme which was established under a
                  Declaration of Trust dated 3 April 2002 and commenced on 4
                  April 2001;

                  "DISCLOSED" means fairly disclosed in the Disclosure Letter or
                  the Disclosure Documents;

                  "DISCLOSURE DOCUMENTS" means:

                  (a)      the Engineering Reports;

                  (b)      the Environmental Reports; and

                  (c)      the Data Room Documents;

                  "DISCLOSURE LETTER" means the letter of even date with this
                  agreement from the Warrantors to the Purchaser relating to the
                  Warranties together with any documents annexed to it;

                                                                               3
<PAGE>

                  "ENCUMBRANCE" means a mortgage, charge, pledge, lien, option,
                  restriction, equity, right to acquire, right of pre-emption,
                  grant of voting rights, third party right or interest, other
                  encumbrance or security interest of any kind or any other type
                  of preferential arrangement (including, without limitation, a
                  title transfer and retention arrangement) having similar
                  effect;

                  "ENGINEERING REPORTS" means the reports dated 13 November 2003
                  prepared by Fitchner on the incinerators operated by the Group
                  and to be addressed to the Company with a right for the
                  Purchaser to request that such reports be addressed to itself;

                  "ENVIRONMENTAL LAWS" means any law, statute, regulation and
                  legally binding, rule, guidance, policy, order, decree or
                  ruling of any Relevant Authority relating to or imposing
                  liabilities or obligations for the handling, collection,
                  transportation, transfer, processing, storage, treatment or
                  disposal of clinical waste or other waste (including those
                  intended to provide safe and healthy working conditions and to
                  reduce occupational safety and health hazards) or any other
                  legal requirements for the protection of the environment;

                  "ENVIRONMENTAL REPORTS" means the reports prepared in
                  connection with the sale of the Group contemplated by this
                  agreement by URS in relation to environmental matters
                  concerning the Group;

                  "EQUAL TREATMENT REQUIREMENTS" means

                  -        Sections 62 to 66 of the Pensions Act 1995;

                  -        Articles 137 and 141 of the EC Treaty;

                  -        The Part-time Workers (Prevention of Less Favourable
                           Treatment) Regulations 2000 (SI 2000/1551); and

                  -        The Fixed-term Employees (Prevention of Less
                           Favourable Treatment) Regulations 2002 (SI
                           2002/2034);

                  "ESCROW ACCOUNT" means an account in the joint names of the
                  Purchaser's Solicitors and the Vendors' Solicitors to be
                  established and operated in accordance with clauses 3, 5 and 8
                  and the Escrow Letter;

                                                                               4
<PAGE>

                  "ESCROW LETTER" means the letter in agreed form to be
                  addressed by the Purchaser and the Warrantors to the
                  Purchaser's Solicitors and the Vendors' Solicitors jointly in
                  relation to the Escrow Account;

                  "FSMA" means Financial Services and Markets Act 2000;

                  "GPP" means the White Rose Environmental Limited Group
                  Personal Pension Plan provided by Prudential;

                  "GROUP" means the Company and the Subsidiaries from time to
                  time and references to a "member of the Group" or a "Group
                  member" shall be construed accordingly;

                  "INITIAL ESCROW AMOUNT" means the amount of (pound)1.5 million
                  to be paid into the Escrow Account at Completion;

                  "INTELLECTUAL PROPERTY" includes patents, inventions,
                  know-how, trade secrets and other confidential information,
                  registered designs, copyrights, data, database rights, design
                  rights, rights affording equivalent protection to copyright,
                  database rights and design rights, semiconductor topography
                  rights, trade marks, service marks, logos, domain names,
                  business names, trade names, moral rights, and all
                  registrations or applications to register any of the aforesaid
                  items, rights in the nature of any of the aforesaid items in
                  any country or jurisdiction, rights in the nature of unfair
                  competition rights and rights to sue for passing-off;

                  "LETTERS OF CREDIT" means the irrevocable letters of credit in
                  the agreed form in favour of the Warrantors in the aggregate
                  principal amount of (pound)6.25 million to be issued by Bank
                  of America, N.A. as security for payment of the Loan Notes;

                  "LOAN NOTES" means the loan notes in the agreed form of an
                  aggregate principal amount of (pound)6.25 million to be issued
                  by the Purchaser to the Warrantors as part of the
                  Consideration and to be secured by the Letters of Credit;

                  "MANAGEMENT ACCOUNTS" means the Management Accounts (Full
                  Year) or the Management Accounts (Interim), or both, as the
                  context requires;

                  "MANAGEMENT ACCOUNTS (FULL YEAR)" means the unaudited
                  consolidated balance sheets and profit and loss accounts of
                  the Company and the Subsidiaries in the agreed form as at and
                  for the financial year ended 31 March 2004;

                                                                               5
<PAGE>

                  "MANAGEMENT ACCOUNTS (INTERIM)" means the unaudited
                  consolidated balance sheets and profit and loss accounts of
                  the Company and the Subsidiaries in the agreed form as at and
                  for the one month ended 30 April 2004;

                  "MATERIAL CONTRACTS" means Material Customer Contracts and
                  Material Other Contracts;

                  "MATERIAL CUSTOMER CONTRACTS" means the Customer Contracts
                  listed in appendix 1;

                  "MATERIAL OTHER CONTRACTS" means (i) all written or oral
                  agreements or arrangements for the purchase or sale of raw
                  materials, parts, supplies, products or other personal
                  property, or for the furnishing or receipt of services, which
                  involve payments by or to a Group member after the Completion
                  Date in an amount exceeding (pound)20,000 and (ii) all Vehicle
                  Leases; but excluding for the avoidance of doubt, (x) Customer
                  Contracts, (y) contracts with employees and (z) any leases
                  under which the Properties are held;

                  "NET ASSET VALUE" means the net asset value of the Group, as
                  shown in the consolidated balance sheet comprising the
                  Completion Accounts;

                  "NON-TAX CLAIM" means any Claim other than a Tax Claim;

                  "OPTION SHARES" means the 11,937 issued and allotted "D"
                  ordinary shares of (pound)1 each in the capital of the
                  Company;

                  "OTHER CUSTOMER CONTRACTS" means all Customer Contracts other
                  than Material Customer Contracts;

                  "PERMITS" means any approval, consent, license, permit,
                  registration, certificate, waiver, confirmation or other
                  authorisation issued, granted or otherwise made available by
                  any Relevant Authority relating to the handling, collection,
                  transportation, transfer, processing, storage, treatment or
                  disposal of clinical or other waste;

                  "PREVIOUS ACCOUNTS" means the audited consolidated accounts of
                  the Group comprising (inter alia) the audited consolidated
                  balance sheet as at 31 March 2002 and the audited consolidated
                  profit and loss account for the period ended on 31 March

                                                                               6
<PAGE>

                  2002, the notes and the cashflow statement relating thereto
                  and the reports of the directors and auditors thereon;

                  "PROPERTIES" means the leasehold land and premises described
                  in schedule 6 and any part or parts thereof;

                  "PROPRIETARY SOFTWARE" means all the software which has been
                  developed by or on behalf of any Group member and all
                  associated source code, preparatory materials, flow charts,
                  functional specifications and user and other related
                  documentation, and includes the Bravo system and the capacity
                  planning, scheduling and monitoring software used by the
                  Group;

                  "PURCHASER'S ACCOUNTANTS" means BDO Stoy Hayward LLP of 1 City
                  Square, Leeds LS1 2DP;

                  "PURCHASER'S GROUP" means (save in schedule 4) at any relevant
                  time, the Purchaser and each undertaking which is a "group
                  undertaking" (as defined in section 259 of the Companies Act)
                  of the Purchaser (including with effect from Completion, for
                  the avoidance of doubt, the Company/each Group Company) and
                  references to a "MEMBER OF THE PURCHASER'S GROUP" shall be
                  construed accordingly;

                  "RELEVANT AUTHORITY" means any government, government agency,
                  local authority or any other person or entity having
                  regulatory authority under Environmental Law and/or any court
                  of law or tribunal possessing the authority to enforce or to
                  determine rights and liabilities under Environmental Laws;

                  "REPAYMENT DATE" means the date which is one year from the
                  Completion Date;

                  "SSAP" means the statements of standard accounting practice
                  issued by the Accounting Standards Board;

                  "SCHEMES" means the GPP, the Stakeholder Scheme and the Death
                  in Service Scheme;

                  "SETTLED CLAIM" means any Unagreed Claim or other claim which
                  in any case is:

                  (a)      agreed in writing by the Purchaser and the Warrantors
                           such agreement not to be unreasonably withheld or
                           delayed following any oral agreement; or

                  (b)      determined by a court of competent jurisdiction;

                                                                               7
<PAGE>

                  "SHARE WARRANTIES" means the warranties contained or referred
                  to in clause 6 and schedule 3;

                  "SHARES" means the "A" Ordinary Shares, the "B" Ordinary
                  Shares and the "C" Ordinary Shares which together with the
                  Option Shares comprise the whole of the issued share capital
                  of the Company;

                  "SPECIFIED BENEFITS" means pensions, allowances, lump sums or
                  other like benefits on retirement or on death or on (or
                  following) leaving service with any Group member (other than
                  as a result of retirement or death);

                  "SPECIFIED DEPENDENT" means dependent of any Specified Person;

                  "SPECIFIED PERSON" means person who is a (present or former)
                  director, officer or employee of any Group member, or who has
                  at any time agreed to provide services to any Group member;

                  "STAKEHOLDER SCHEME" means the stakeholder pension scheme
                  designated by the Company and provided by Prudential;

                  "STANDARD SOFTWARE" means off the shelf software packages
                  generally available to the public;

                  "SUBSIDIARIES" means all the subsidiary undertakings (as
                  defined in Section 258 of the 1985 Act) of the Company at the
                  date hereof further details of which are set out in part 2 of
                  schedule 2 and "Subsidiary" shall mean any of them;

                  "TAX CLAIM" means a claim for breach of, or non compliance
                  with a Tax Warranty or a claim under the Tax Covenant;

                  "PURCHASER'S SOLICITORS" means Taylor Wessing of Carmelite, 50
                  Victoria Embankment, Blackfriars, London, EC4Y 0DX;

                  "TAX COVENANT" means any covenant set out in part 3 of
                  schedule 4;

                  "TAX WARRANTIES" means the warranties on the part of the
                  Warrantors in relation to taxation set out in part 2 of
                  schedule 4;

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

                                                                               8
<PAGE>

                  "UNAGREED CLAIM" means any claim against the Warrantors for
                  breach of the Warranties or any claim under the Tax Covenant
                  which is notified in writing by the Purchaser to the
                  Warrantors stating in reasonable detail the nature of the
                  claim and the amount claimed by the Purchaser on or before the
                  second anniversary of the Completion Date, in respect of a
                  claim for breach of the Share Warranties, or on or before the
                  sixth anniversary of the Completion Date, in respect of a
                  claim for breach of the Tax Warranties or the Tax Covenant;

                  "VAT" means value added tax;

                  "VEHICLE" means a truck, trailer, van or similar commercial
                  vehicle but, for the avoidance of doubt, excluding any cars;

                  "VEHICLE LEASE" means a lease of one or more Vehicles by a
                  Group member;

                  "VENDORS' SOLICITORS" or "WARRANTORS' SOLICITORS" means DLA of
                  Princes Exchange, Princes Square, Leeds LS1 4BY;

                  "WARRANTIES" means the Share Warranties and the Tax
                  Warranties;

                  "WARRANTORS" means Andrew Peter Hinton, Nicholas Andrew Wyatt
                  and Terence John Hewitt;

                  "WARRANTY CLAIM" means any claim for breach of or
                  non-compliance with any of the Share Warranties or the Tax
                  Warranties.

                  "WRES AGREEMENT" means the agreement dated 13 October 2003
                  between (1) White Rose Environmental Limited and Facultatieve
                  Technologies Limited (2) Waste Per Se Limited and (3) WRE
                  Services Limited in respect of the sale of WRE Services
                  Limited;

         1.2      In this agreement where the context admits:

                  1.2.1    save in relation to schedule 4, words and phrases
                           which are defined or referred to in or for the
                           purposes of the Companies Acts have the same meanings
                           in this agreement (unless otherwise expressly defined
                           in this agreement);

                  1.2.2    sections 5, 6, 8 and 9 of and schedule 1 to the
                           Interpretation Act 1978 apply in the same way as they
                           do to statutes;

                                                                               9
<PAGE>

         1.2.3    reference to a statute, statutory provision or regulation
                  includes reference to:

                  1.2.3.1  any order, regulation, statutory instrument or other
                           subsidiary legislation at any time made under it for
                           the time being in force (whenever made);

                  1.2.3.2  any modification, amendment, consolidation,
                           re-enactment or replacement of it or provision of
                           which it is a modification, amendment, consolidation,
                           re-enactment or replacement except to the extent that
                           any modification, amendment, consolidation,
                           re-enactment or replacement made after the date of
                           this agreement would increase the liability of any of
                           the parties hereto (other than in relation to
                           Taxation which shall be dealt with in accordance with
                           the provisions of schedule 4);

         1.2.4    reference to statutory obligations shall include obligations
                  arising under Articles of the Treaty establishing the European
                  Community and regulations and directives of the European Union
                  as well as United Kingdom acts of Parliament and subordinate
                  legislation;

         1.2.5    reference to a clause, schedule or paragraph is to a clause,
                  schedule or a paragraph of a schedule of or to this agreement
                  respectively;

         1.2.6    reference to the parties to this agreement includes their
                  respective successors, permitted assigns and personal
                  representatives;

         1.2.7    reference to any party to this agreement comprising more than
                  one person includes each person constituting that party;

         1.2.8    reference to any gender includes the other genders;

         1.2.9    reference to any professional firm or company includes any
                  firm or company effectively succeeding to the whole, or
                  substantially the whole, of its practice or business;

         1.2.10   the index, headings and any descriptive notes are for ease of
                  reference only and shall not affect the construction or
                  interpretation of this agreement;

         1.2.11   this agreement incorporates the schedules to it;

                                                                              10
<PAGE>

         1.2.12   where any statement is qualified by the expression "to the
                  best of the knowledge information and belief of the
                  Warrantors" or "so far as the Warrantors are aware" or any
                  similar expression (each a "knowledge qualifier"), each
                  Warrantor shall be deemed to have knowledge of anything of
                  which the other Warrantors have actual knowledge including the
                  actual knowledge any of them may have having made reasonable
                  enquiry of each of Colm Croskery, Stephen Middleton and Helen
                  Inch and Dave Hughes and, in relation to the warranties set
                  out in paragraphs 6.5 to 6.9 (inclusive) and paragraphs 20.1
                  to 20.3 (inclusive) of schedule 3, Ivan Squires and John Bean.
                  For the purposes of this agreement it is agreed that the
                  Warrantors will satisfy their obligations to make reasonable
                  enquiry if they meet with each of the persons named above in
                  the presence of the Vendors' Solicitors, review with each such
                  person all of the Warranties (other than Ivan Squires and John
                  Bean), and ask each such person to confirm that he or she
                  believes that each such Warranty is true and correct (without
                  regard to any knowledge qualifier so that such persons are not
                  questioned about what they believe the Warrantors know) and,
                  if he or she cannot do so, to disclose any inaccuracies or
                  omissions that would have to be corrected in order for him or
                  her to provide such confirmation;

         1.2.13   the "agreed form" in relation to any document means the form
                  agreed between the parties to this agreement and, for the
                  purposes of identification only, initialled by or on behalf of
                  the parties.

2.       SALE AND PURCHASE OF SHARES

         2.1      Each of the Vendors shall sell or procure the sale of the
                  number of Shares set opposite his name in column (2) of
                  schedule 1 and the Purchaser shall purchase the Shares with
                  full title guarantee and free from all Encumbrances and
                  together with all rights of any nature which are now or which
                  may at any time become attached to them or accrue in respect
                  of them including all dividends and distributions declared
                  paid or made in respect of them on or after the date of this
                  agreement.

         2.2      Each of the Vendors hereby waives any right of pre-emption or
                  other restriction on transfer in respect of the Shares and the
                  Option Shares or any of them conferred on him under the
                  articles of association of the Company or otherwise.

                                                                              11
<PAGE>

3.       CONSIDERATION

         3.1      The Consideration payable by the Purchaser to the Vendors for
                  the purchase of the Shares shall be thirty three million one
                  hundred and eleven thousand and fifty five pounds
                  ((pound)33,111,055) subject to the following adjustments:

                  3.1.1    there shall be added an amount, if any, by which the
                           Net Asset Value is greater than(pound)12,332,544; and

                  3.1.2    there shall be deducted an amount, if any, by which
                           the Net Asset Value is less than(pound)12,332,544.

         3.2      At Completion, the Purchaser shall:

                  3.2.1    pay twenty six million eight hundred and sixty one
                           thousand and fifty five pounds ((pound)26,861,055)in
                           cash on account of the Consideration which shall be
                           apportioned between the Vendors as set out in column
                           3 of schedule 1; and

                  3.2.2    allot to the Warrantors the number of Loan Notes set
                           opposite their respective names in column 4 of
                           schedule 1.

         3.3      Within five Business Days starting on the day after agreement,
                  deemed agreement or determination of the Completion Accounts
                  in accordance with schedule 7:

                  3.3.1    if the Consideration payable under clause 3.1 exceeds
                           the aggregate amount paid under clause 3.2, the
                           Purchaser and the Warrantors shall instruct their
                           respective solicitors to pay an amount of
                           (pound)500,000 from the Escrow Account to the
                           Warrantors and the Purchaser shall pay to the
                           Warrantors the amount of the excess, both such sums
                           being apportioned between the Warrantors in the
                           proportions set out in column 5 of schedule 1; or

                  3.3.2    if the aggregate amount paid under clause 3.2 exceeds
                           the Consideration payable under clause 3.1 and the
                           amount of that excess is equal to or less than
                           (pound)500,000 the Purchaser and the Warrantors shall
                           instruct their respective Solicitors to pay (a) the
                           amount of the excess from the Escrow Account to the
                           Purchaser and (b) the difference between the amount
                           of the excess and (pound)500,000 from the Escrow
                           Account to the Warrantors in the proportions set out
                           in column 5 of schedule 1;

                                                                              12
<PAGE>

                  3.3.3    if the aggregate amount paid under clause 3.2 exceeds
                           the Consideration payable under clause 3.1 and the
                           amount of that excess exceeds(pound)500,000 the
                           Purchaser and the Warrantors shall instruct their
                           respective Solicitors to pay an amount
                           of(pound)500,000 from the Escrow Account to the
                           Purchaser and the Warrantors shall repay to the
                           Purchaser at the same time the amount by which such
                           excess exceeds (pound)500,000, such liability to
                           repay being apportioned between the Warrantors in the
                           proportions set out in column 5 of schedule 1. If the
                           Warrantors fail to make a repayment to the Purchaser
                           under this clause 3.3.3 within five Business Days
                           after the repayment is due, the Purchaser may
                           (without prejudice to its other rights) at any time
                           pending such repayment require the amount (including
                           all interest due under clause 3.4 to the date of
                           repayment) to be paid from the Escrow Amount, in
                           which case:

                           (a)      the Purchaser and the Warrantors shall
                                    instruct their respective solicitors to make
                                    the payment to the Purchaser; and

                           (b)      the Warrantors shall be required to pay into
                                    the Escrow Account the amount paid out of it
                                    under this clause plus an amount equal to
                                    interest on it at the rate of 5 per cent per
                                    annum over the base rate of Barclays Bank
                                    PLC (whether before or after judgment).
                                    Interest shall be paid from the date
                                    repayment should have been made by the
                                    Warrantors to the Purchaser pursuant to this
                                    clause 3.3 to the date of payment into the
                                    Escrow Account and accrues and is payable
                                    from day to day.

         3.4      In any circumstance not covered by clause 3.3.3(b), if a party
                  fails to pay any sum due by it under clause 3.3 of this
                  agreement on the due date for payment in accordance with the
                  provisions of this agreement, the party shall pay interest on
                  the amount payable from the due date until the date on which
                  the party's obligation to pay the sum is discharged at the
                  rate of 5 per cent per annum over the base rate of Barclays
                  Bank PLC (whether before or after judgment). Interest accrues
                  and is payable from day to day.

         3.5      A payment to be made under this clause 3 shall be made by
                  telegraphic transfer to an account notified by the party due
                  to receive the payment to the other party not later than two
                  Business Days before the date of the payment or if no such
                  notification is

                                                                              13
<PAGE>

                  made by cheque, provided that all amounts payable to the
                  Warrantors shall be paid to the Vendors' solicitors by
                  telegraphic transfer whose receipt shall be sufficient
                  discharge for such sum and the Purchaser shall not be required
                  to see the application thereof.

         3.6      The parties shall comply with the provision of schedule 7 with
                  respect to the matters contained in that schedule.

         3.7      In the event that any part of the consideration in the sum
                  of(pound)96,675 due to the Company after the date of this
                  agreement, pursuant to the terms of the WRES Agreement, is not
                  received by the Company in accordance with the terms of the
                  WRES Agreement, the Warrantors hereby agree to pay to the
                  Purchaser, within 5 Business Days of receipt of notice by the
                  Warrantors that a relevant sum has not been paid, an amount
                  equal to such sum which has not so been paid. The Purchaser
                  shall, if requested in writing by the Warrantors, at the cost
                  of the Warrantors, assign all and any assignable rights which
                  the Company has in respect of any such unpaid sums to the
                  Warrantors provided that prior to such assignment, the
                  Purchaser and/or the Company is indemnified to their
                  reasonable satisfaction against any costs, liabilities,
                  charges and expenses which it may incur which result directly
                  from such assignment. In the event any monies are received by
                  the Company pursuant to the terms of the WRES Agreement in
                  respect of which the Warrantors have made a payment to the
                  Company pursuant to this clause 3.7 then the Purchaser shall
                  forthwith pay an amount equal to the sum received by the
                  Company to the Warrantors. If any party fails to pay any sum
                  due by it under this clause 3.7 on the due date for payment,
                  the party shall pay interest on the amount payable from the
                  due date until the date on which the party's obligation to pay
                  the sum is discharged at the rate of 5 per cent per annum over
                  the base rate of Barclays Bank PLC (whether before or after
                  judgement). Interest accrues and is payable from day to day.

4.       COMPLETION

         4.1      Completion shall take place at the offices of the Vendors'
                  Solicitors on the Completion Date when each of the parties
                  shall comply with the provisions of schedule 5.

         4.2      The Purchaser shall not be obliged to complete the purchase of
                  the Shares under this agreement unless the Vendors comply
                  fully with their obligations under schedule 5 and unless the
                  purchase of all the Shares and Option Shares is completed but
                  the

                                                                              14
<PAGE>

                  Purchaser may nevertheless elect to complete the purchase of
                  some of the Shares and/or Option Shares without prejudice to
                  its rights against the defaulting Vendors.

5.       ESCROW ACCOUNT AND CLAIMS AGAINST THE WARRANTORS

         5.1      The Purchaser shall procure that at Completion(pound)1,500,000
                  ((pound)1,000,000 in respect of claims under the Warranties
                  and Tax Covenant and(pound)500,000 in respect of settlement of
                  the Net Asset Value) of the Consideration shall be paid into
                  the Escrow Account to be dealt with pursuant to the terms of
                  clause 3 and this clause 5. The provisions of clause 3 shall
                  apply in relation to the payment of monies out of the Escrow
                  Account in relation to the adjustment of the Consideration
                  dependent on the Net Asset Value. The remaining provisions of
                  this clause 5 and clause 8 (in respect of set off against the
                  Loan Notes) shall apply in relation to the payment of monies
                  out of the Escrow Account in relation to any Settled or
                  Unagreed Claims.

         5.2      Provided that there are no unsatisfied Settled Claims or
                  Unagreed Claims on the Repayment Date, the balance (if any) in
                  the Escrow Account (less if applicable any amount remaining in
                  the Escrow Account pending Settlement of the Net Asset Value)
                  shall be paid to the Warrantors.

         5.3      The Purchaser and the Warrantors shall procure that there
                  shall be paid out of the Escrow Account the amount of any
                  Settled Claim within five Business Days of any claim becoming
                  a Settled Claim and the amount of such payment shall pro tanto
                  satisfy the liability concerned.

         5.4      If there are any outstanding Unagreed Claims on the Repayment
                  Date then the aggregate amount of all such claims as estimated
                  either by Queen's Counsel selected by the Purchaser in its
                  reasonable discretion and at its cost or by the Purchaser
                  itself (as the case may be) shall remain in the Escrow Account
                  until such time as the relevant Unagreed Claims become Settled
                  Claims and the amount (if any) by which the amount in the
                  Escrow Account exceeds the estimated amount of the Unagreed
                  Claims shall be paid to the Warrantors. When the Unagreed
                  Claims become Settled Claims, the amount of the Settled Claims
                  shall be paid to the Purchaser and the amount of such payment
                  shall pro tanto satisfy the liability concerned and the
                  balance of the amount retained in the Escrow Account in
                  respect of the relevant claims (if any) shall be paid to the
                  Warrantors. If the Purchaser does not obtain an opinion of
                  Queen's Counsel that an outstanding Unagreed Claim is likely
                  to succeed and Queen's Counsel's best estimate of the claim,
                  then the Purchaser shall pay interest on the

                                                                              15
<PAGE>

                  excess (if any) of the amount retained in the Escrow Account
                  in respect of the Unagreed Claim over the amount of the
                  Settled Claim when the Unagreed Claim becomes a Settled Claim.
                  The rate of interest payable on such excess shall be 5 per
                  cent per annum over the base rate of Barclays Bank PLC and
                  shall accrue from day to day from the Repayment Date to the
                  date of payment and be paid within five Business Days after
                  the Unagreed Claim becomes a Settled Claim. The amount of
                  interest otherwise payable by the Purchaser shall be reduced
                  by the interest paid or payable to the Warrantors under clause
                  5.5 in respect of the excess for the period from the Repayment
                  Date to the date of the Purchaser's payment of interest on the
                  excess.

         5.5      Any interest earned on the money in the Escrow Account shall
                  be due and paid to the party entitled to the relevant amount
                  of principal.

         5.6      All amounts payable to the Warrantors from the Escrow Account,
                  pursuant to clause 3.3, this clause 5 and clause 8 shall be
                  paid to the Vendors' Solicitors by electronic funds transfer
                  whose receipt shall be sufficient discharge for such sum and
                  the Purchaser shall not be concerned to see the application
                  thereof.

6.       WARRANTIES

         6.1      As at the date of this agreement, the Warrantors severally
                  warrant to the Purchaser in the terms set out in schedule 3
                  and part 2 of schedule 4.

         6.2      Each of the Warranties shall be construed as a separate and
                  independent warranty and (except where this agreement provides
                  otherwise) shall not be limited or restricted by any other
                  Warranty.

         6.3      The rights and remedies of the Purchaser in respect of any
                  breach of any of the Warranties shall survive Completion.

         6.4      Except in respect of any misrepresentation, inaccuracy or
                  omission which has been made fraudulently each of the Vendors
                  waives and may not enforce any right which he may have in
                  respect of any misrepresentation, inaccuracy or omission in or
                  from any information or advice supplied or given by the Group
                  or its officers or employees in enabling the Vendors to enter
                  this agreement, give the Warranties or to prepare the
                  Disclosure Letter.

         6.5      The Warranties are given subject to matters Disclosed.

                                                                              16
<PAGE>

         6.6      The Purchaser acknowledges and represents to the Vendors that
                  it has not relied on any representations or warranties made by
                  the Vendors or on their behalf by any person other than those
                  included in this Agreement or any other agreement entered into
                  pursuant to or for the purposes of this Agreement.

         6.7      The Purchaser's sole remedy in the event of any breach of any
                  warranty, undertaking or covenant in this agreement or the Tax
                  Covenant or any other agreement to be entered into pursuant to
                  or for the purposes of this agreement shall be in damages for
                  breach of contract and (for the avoidance of doubt) the
                  Purchaser shall have no right to rescind or terminate this
                  agreement or any such other agreement after Completion.

         6.8      The Purchaser acknowledges and agrees that in entering into
                  this Agreement, and the documents referred to in it, it does
                  not rely on, and shall have no remedy in respect of, any
                  statement, representation, warranty or understanding (whether
                  negligently or innocently made) of any person (whether party
                  to this agreement or not) other than as expressly set out in
                  this agreement as a Warranty. Nothing in this clause shall,
                  however, operate to limit or exclude any liability for fraud.

         6.9      The provisions of schedule 8 shall have effect in respect of
                  the Vendors' liability under this agreement;

         6.10     No representations, Warranties, indemnities or other assurance
                  or comfort whatsoever are given under this agreement in favour
                  of the Purchaser in relation to the state and repair of the
                  incinerators operated by members of the Group and no
                  representations, Warranties, indemnities or other statements
                  (whether written or oral) made under or in connection with
                  this agreement shall be construed so as to relate to such
                  matters and the Purchaser will be deemed to have relied
                  exclusively on their own investigations of all such matters
                  provided that the state and repair of the incinerators may be
                  used as evidence of breach of the Warranty in paragraph 6.9 of
                  schedule 3.

         6.11     Except as set out in paragraph 20 of schedule 3, no
                  representations, Warranties indemnities or other assurance or
                  comfort whatsoever are given under this agreement in favour of
                  the Purchaser in relation to environmental matters and no
                  representations, Warranties, indemnities or other statements
                  (whether written or oral) made under or in connection with
                  this agreement shall be construed so as to relate to such
                  matters and the Purchaser will be deemed to have relied
                  exclusively on their investigations of all such matters.

                                                                              17
<PAGE>

         6.12     Except as set out in part 2 of schedule 3, no representations,
                  Warranties indemnities or other assurance or comfort
                  whatsoever are given under this agreement in favour of the
                  Purchaser in relation to the Properties and no
                  representations, Warranties, indemnities or other statements
                  (whether written or oral) made under or in connection with
                  this agreement shall be construed so as to relate to such
                  matters and save as set out in part 2 of schedule 3 the
                  Purchaser will be deemed to have relied exclusively on their
                  investigations of all such matters.

7.       WARRANTORS' COVENANTS

         7.1      Each of the Warrantors severally undertakes to and covenants
                  with the Purchaser that (except with the consent in writing of
                  the Purchaser) he will not at any time after Completion:

                  7.1.1    use or procure or cause or (so far as he is able)
                           permit the use of any name or names identical or
                           similar to or including the words "White Rose
                           Environmental" or "Sharpsmart" or any of the names or
                           names identical or similar to the Subsidiaries or any
                           colourable imitation thereof in connection with any
                           activity whatsoever;

                  7.1.2    (except as required by law) disclose or divulge to
                           any person (other than to officers or employees of
                           the Purchaser whose province it is to know the same)
                           or use (other than for the benefit of the Purchaser)
                           any Confidential Information which may be within or
                           have come to his knowledge;

                  7.1.3    do or say anything which is intended to damage the
                           goodwill or reputation of the Company or any other
                           member of the Group or of any business carried on by
                           any member of the Group.

         7.2      Each of the Warrantors severally undertakes to and covenants
                  with the Purchaser that he will not, unless otherwise agreed
                  in writing by the Purchaser, for a period of three years after
                  the date of this agreement, either on his own behalf or
                  jointly with or as an officer, manager, employee, adviser,
                  consultant or agent for any other person, directly or
                  indirectly:

                  7.2.1    approach, canvass, solicit or otherwise act with a
                           view to enticing away from or seeking in competition
                           with any business of the Company or any of the
                           Subsidiaries the custom of any person who at any time
                           during the period of

                                                                              18
<PAGE>

                           12 months preceding the Completion Date or at any
                           time thereafter prior to his ceasing to be employed
                           by the Company is or has been a customer of the
                           Company or any of the Subsidiaries and during such
                           period he shall not use his knowledge of or influence
                           over any such customer to or for his own benefit or
                           the benefit of any other person carrying on business
                           in competition with the Company or any of the
                           Subsidiaries or otherwise use his knowledge of or
                           influence over any such customer to the detriment of
                           the Company or any of the Subsidiaries;

                  7.2.2    approach, canvass, solicit, engage or employ or
                           otherwise endeavour to entice away or aid or assist
                           any other person or persons in employing or otherwise
                           retaining the services of any person who at any time
                           during the period of 12 months preceding the
                           Completion Date has been an employee (other than in a
                           junior administrative or secretarial capacity),
                           officer, manager, consultant, sub-contractor or agent
                           of the Company or any of the Subsidiaries with a view
                           to the specific knowledge or skills of such person
                           being used by or for the benefit of any person
                           carrying on business in competition with the business
                           carried on by the Company or any of the Subsidiaries;

                  7.2.3    be engaged, concerned or interested, whether as an
                           employee or in any other capacity, in any business
                           concern within Great Britain which is involved in (i)
                           the handling, collection, transportation, transfer,
                           processing, storage, treatment or disposal of
                           clinical waste or (ii) any other business in which
                           any Group member was engaged at any time during the
                           period of 24 months prior to the Completion Date.

         7.3      Each of the covenants contained in clauses 7.1 and 7.2 shall
                  constitute an entirely separate and independent restriction on
                  each of the Warrantors.

         7.4      Nothing in this clause 7 shall prohibit any of the Warrantors
                  from directly or indirectly holding shares or stock quoted or
                  dealt in on a recognised investment exchange (as defined in
                  the FSMA) so long as not more than one per cent per Warrantor
                  or five per cent on aggregate of the shares or stock of any
                  class of any one company is so held.

                                                                              19
<PAGE>

         7.5      The Warrantors and each of them agree and acknowledge that the
                  restrictions contained in this clause 7 are fair and
                  reasonable and necessary to assure to the Purchaser the full
                  value and benefit of the Shares but, in the event that any
                  such restriction shall be found to be void or unenforceable
                  but would be valid and effective if some part or parts thereof
                  were deleted, such restriction shall apply with such deletion
                  as may be necessary to make it valid and effective.

         7.6      If a breach of this clause 7 occurs, the Warrantors and the
                  Purchaser agree that damages alone are likely not to be
                  sufficient compensation and that injunctive relief is
                  reasonable and is likely to be essential to safeguard the
                  interests of the Purchaser and of any member of the Group and
                  that injunctive relief (in addition to any other equitable
                  remedies) may (subject to the discretion of the courts) be
                  obtained.

8.       SET OFF AGAINST LOAN NOTES

         8.1      In the event that there is a Settled Claim which is not
                  satisfied by a payment out of the Escrow Account pursuant to
                  clause 5, the Purchaser shall be entitled to set off the
                  amount of such Settled Claim against the Loan Notes by
                  cancellation of a relevant amount thereof, in accordance with
                  the provisions of condition 7.1 of schedule 2 of the Loan
                  Notes, the amount of such set off being apportioned between
                  the Warrantors in the proportions set out in column 5 of
                  schedule 1.

         8.2      If there are any outstanding Unagreed Claims on the redemption
                  date of the Loan Notes, the Purchaser may withhold payment of
                  a pro rata portion of each Loan Note (determined by reference
                  to the proportions set out in column 5 of schedule 1) equal in
                  the aggregate to the aggregate amount of all such outstanding
                  Unagreed Claims as estimated either by Queen's Counsel
                  selected by the Purchaser in its reasonable discretion and at
                  its cost or by the Purchaser itself (as the case may be) if,
                  and only if, within five Business Days after the redemption
                  date of the Loan Notes, the Purchaser deposits the entire
                  amount withheld into the Escrow Account by electronic funds
                  transfer. The amount deposited shall remain in the Escrow
                  Account until such time as the relevant Unagreed Claims become
                  Settled Claims. When the said Unagreed Claims become Settled
                  Claims, the amount of the Settled Claims shall be paid to the
                  Purchaser and the amount of such payment shall pro tanto
                  satisfy the liability concerned and the balance (if any) of
                  the amount deposited in the Escrow Account in respect of the
                  relevant claims shall be paid to the Warrantors in the
                  proportions set out in column 5 of schedule 1. If the
                  Purchaser does not obtain an opinion of Queen's

                                                                              20
<PAGE>

                  Counsel that an outstanding Unagreed Claim is likely to
                  succeed and Queen's Counsel's best estimate of the claim, then
                  the Purchaser shall pay interest on the excess (if any) of the
                  amount deposited into the Escrow Account in respect of the
                  Unagreed Claim over the amount of the Settled Claim when the
                  Unagreed Claim becomes a Settled Claim. The rate of interest
                  payable on such excess shall be 5 per cent per annum over the
                  base rate of Barclays Bank PLC and shall accrue from day to
                  day from the redemption date of the Loan Notes to the date of
                  payment and be paid within five Business Days after the
                  Unagreed Claim becomes a Settled Claim. The amount of interest
                  otherwise payable by the Purchaser shall be reduced by the
                  interest paid or payable to the Warrantors under clause 5.5 in
                  respect of the excess for the period from the redemption date
                  of the Loan Notes to the date of the Purchaser's payment of
                  interest on the excess.

9.       TAXATION

         The provisions of schedule 4 shall apply with respect to the matters
         contained or referred to therein.

10.      FURTHER ASSURANCE AND ATTORNEY

         10.1     On and after Completion, the Vendors shall, at the request of
                  the Purchaser, do and execute or procure to be done and
                  executed all such acts, deeds, documents and things as may be
                  necessary to give effect to this agreement.

         10.2     Each of the Vendors hereby irrevocably appoints the Purchaser
                  as its true and lawful attorney pending the Purchaser's
                  registration as a member of the Company for a period of three
                  months after the date of this agreement generally in respect
                  of the Shares and in particular to attend and vote at general
                  meetings of the Company and with power on that Vendor's behalf
                  to execute and deliver all deeds and documents and to do all
                  acts and things and exercise all rights which the Purchaser
                  would be entitled to execute, deliver and do and exercise if
                  the Purchaser was registered as the holder of the Shares with
                  power to sub-delegate this power.

         10.3     Each of the Vendors agrees that, for so long as any Shares
                  remain registered in his name, he will:

                  10.3.1   not exercise any of his rights as a member of the
                           Company or appoint any other person to exercise such
                           rights;

                                                                              21
<PAGE>

                  10.3.2   hold on trust for and pay or deliver to the Purchaser
                           any distributions or notices, documents or other
                           communications which may be received after the date
                           of this agreement by that Vendor, in his capacity as
                           a member of the Company, from the Company or any
                           third party;

                  10.3.3   on request by the Vendor, ratify all documents
                           executed and acts done by the Vendor as his attorney.

11.      ANNOUNCEMENTS

         No announcement, communication or circular concerning this agreement
         shall be made (whether before or after the Completion Date) by or on
         behalf of the parties hereto without the prior approval of the other or
         others (such approval not to be unreasonably withheld or delayed) save
         for such announcements as may be required by law in any jurisdiction or
         the US Securities and Exchange Commission.

12.      COSTS

         Subject to the provisions of paragraph 6 of part 1 of schedule 7, each
         of the parties shall bear and pay its own legal, accountancy and other
         fees and expenses incurred in and incidental to the preparation and
         implementation of this agreement and of all other documents in the
         agreed form.

13.      SUCCESSORS AND ASSIGNMENT

         13.1     This agreement shall be binding on and enure for the benefit
                  of each party's successors and personal representatives but
                  shall not be assignable except that:

                  13.1.1   the Purchaser may assign the whole or any part of the
                           benefit of this agreement (either entirely or jointly
                           with itself) to any person providing the Purchaser
                           with finance for the Consideration or to any member
                           of the Purchaser's Group; or

                  13.1.2   the Purchaser (and any assignee of the Purchaser or
                           of any such assignee) may assign to any person to
                           whom the Purchaser has sold any Shares or any of the
                           assets or businesses of any member of the Group the
                           benefit of the restrictive covenants set out in
                           clause 7.

                                                                              22
<PAGE>

         13.2     Except as otherwise expressly provided, all rights and
                  benefits under this agreement are personal to the parties and
                  may not be assigned at law or in equity without the prior
                  written consent of each other party.

14.      ENTIRE AGREEMENT

         14.1     This agreement (including the schedules to it) and any
                  documents in the agreed form and the Disclosure Letter
                  ("ACQUISITION DOCUMENTS") constitute the entire agreement
                  between the parties with respect to the subject matter of this
                  agreement.

         14.2     Except for any misrepresentation or breach of warranty which
                  constitutes fraud:

                  14.2.1   the Acquisition Documents supersede and extinguish
                           all previous agreements between the parties relating
                           to the subject matter thereof and any representations
                           and warranties previously given or made;

                  14.2.2   each party acknowledges to the other (and shall
                           execute the Acquisition Documents in reliance on such
                           acknowledgement) that it has not been induced to
                           enter into any such documents by nor relied on any
                           representation or warranty other than the warranties
                           contained in such documents;

                  14.2.3   each party hereby irrevocably and unconditionally
                           waives any right it may have to rescind this
                           agreement or any other of the Acquisition Documents
                           for any reason whatsoever or to claim damages for any
                           mis-representation;

                  14.2.4   each party hereby irrevocably and unconditionally
                           waives any right it may have to claim damages by
                           reason of any warranty not set forth in any such
                           document.

         14.3     Each of the parties acknowledges and agrees for the purposes
                  of the Misrepresentation Act 1967 and the Unfair Contract
                  Terms Act 1977 that the provisions of this clause 14 are
                  reasonable.

15.      VARIATIONS

         No variation of this agreement or any of the documents in the agreed
         form shall be valid unless it is in writing and signed by or on behalf
         of each of the parties to this agreement.

                                                                              23
<PAGE>

16.      WAIVER

         No waiver by any party to this agreement of any breach or
         non-fulfilment by any other party to this agreement of any provisions
         of this agreement shall be deemed to be a waiver of any subsequent or
         other breach of that or any other provision and no failure to exercise
         or delay in exercising any right or remedy under this agreement shall
         constitute a waiver thereof. No single or partial exercise of any right
         or remedy under this agreement shall preclude or restrict the further
         exercise of any such right or remedy.

17.      AGREEMENT CONTINUES IN FORCE

         This agreement shall remain in full force and effect so far as concerns
         any matter remaining to be performed at Completion even though
         Completion shall have taken place.

18.      SEVERABILITY

         The invalidity, illegality or unenforceability of any provisions of
         this agreement shall not affect the continuation in force of the
         remainder of this agreement.

19.      NOTICES

         19.1     Any notice to be given pursuant to the terms of this agreement
                  shall be given in writing to the party due to receive such
                  notice at its or his address set out in this agreement or such
                  other address as may have been notified to the other parties
                  in accordance with this clause 19.

         19.2     Notice shall be delivered personally or sent by prepaid
                  recorded delivery or registered post (first class if wholly
                  within the UK or otherwise by airmail) or by facsimile
                  transmission provided that the sender shall have received
                  printed confirmation of transmission.

         19.3     Any notice or other communication delivered or sent shall be
                  deemed to have been served at the time when it arrives at the
                  address to which it is delivered or sent except that if that
                  time is between 5.30 p.m. on a Relevant Day and 9.00 a.m. on
                  the next Relevant Day it shall be deemed to have been served
                  at 9.00 a.m. on the second of such Relevant Days. For the
                  purposes of this clause "Relevant Day" means any day other
                  than a Saturday, Sunday or a day which is a public holiday at
                  the postal address of the receiving party.

                                                                              24
<PAGE>

20.      COUNTERPARTS

         This agreement may be executed in any number of counterparts each of
         which when executed by one or more of the parties hereto shall
         constitute an original but all of which shall constitute one and the
         same instrument.

21.      THIRD PARTY RIGHTS

         A person who is not party to this agreement shall have no right under
         the Contracts (Rights of Third Parties) Act 1999 to enforce any term of
         this agreement. This clause does not affect any right or remedy of any
         person which exists or is available otherwise than pursuant to that
         Act.

22.      MISCELLANEOUS

         22.1     The Purchaser may release or compromise the liability of or
                  institute proceedings or obtain judgement against a Vendor
                  under this agreement, or grant to a Vendor time or other
                  indulgence without affecting the liability of any other Vendor
                  under this agreement or the Purchaser's rights against any
                  other party.

         22.2     The rights conferred on the Purchaser in this agreement are
                  cumulative and in addition to all other rights available to
                  the Purchaser.

23.      GOVERNING LAW AND JURISDICTION

         23.1     This agreement shall be governed by and construed in
                  accordance with the laws of England.

         23.2     The parties irrevocably agree that the courts of England shall
                  have exclusive jurisdiction to settle any dispute which may
                  arise out of or in connection with this agreement and that
                  accordingly, any suit, action or proceedings (together in this
                  clause 23 referred to as "PROCEEDINGS") arising out of or in
                  connection with this agreement shall be brought in such
                  courts.

IN WITNESS of which the parties or their duly authorised representatives have
executed this agreement as a deed.

                                                                              25
<PAGE>

                                   SCHEDULE 1

            DETAILS OF THE VENDORS, THE SHARES AND THE CONSIDERATION

<TABLE>
<CAPTION>
       (1)                         (2)                           (3)                     (4)              (5)
                                                                 CASH
                                                         (a)             (b)
                                                                    PAYABLE INTO
                               NO. AND CLASS        PAYABLE ON       THE ESCROW          LOAN
NAME AND ADDRESS                OF SHARES            COMPLETION       ACCOUNT            NOTES         PROPORTIONS
<S>                         <C>                  <C>                <C>             <C>                <C>
Andrew Peter Hinton         67,002 A Ordinary    (pound)7,630,842   (pound)670,005  (pound)2,791,688       44.667%
Frazer Lodge
2 Allerton Park
Leeds
West Yorkshire
LS7 4ND

Andrew Peter Hinton and     22,332, A Ordinary   (pound)3,697,180   (pound)0        (pound)0                    0%
Penelope Jane Sanders of
Frazer Lodge, 2 Allerton
Park, Leeds, West
Yorkshire LS7 4ND and
Christopher Winston
Jones of Elizabeth House,
Queen Street, Leeds,
West Yorkshire LS1
2TW as trustees of The
AP Hinton 2001
Accumulation and
Maintenance Settlement

Nicholas Andrew Wyatt       55,333 B Ordinary    (pound)7,016,516   (pound)414,998  (pound)1,729,156      27.6665%
25 South Drive
Harrogate
North Yorkshire
HG2 8AT

Terence John Hewitt         55,333 C Ordinary    (pound)7,016,516   (pound)414,998  (pound)1,729,156      27.6665%
21 Christopher Bushell
Way
Ashford
Kent
TN24 9PY
</TABLE>

                                                                              26
<PAGE>

                                   SCHEDULE 2

                                     PART 1

                                   THE COMPANY

<TABLE>
<S>                                                                 <C>
1.       REGISTERED NUMBER:                                         4057457

2.       DATE OF INCORPORATION:                                     22/08/2000

3.       PLACE OF INCORPORATION:                                    England and Wales

4.       REGISTERED OFFICE:                                         Pannell House, 6 Queen Street, Leeds LS1 2TW

5.       PRINCIPAL BUSINESS:                                        9,000 - Refuse disposal, sanitation etc

6.       AUTHORISED SHARE CAPITAL:                                  (pound)222,222

         DESCRIPTION:                                               Ordinary  shares of(pound)1 divided  into the  following
                                                                    classes:

                                                                    89,334 'A' Ordinary        55,333 'C' Ordinary
                                                                    55,333 'B' Ordinary        22,222 'D' Ordinary

         NUMBER OF SHARES:                                          222,222

7.       ISSUED SHARE CAPITAL:                                      (pound)211,937

         DESCRIPTION:                                               89,334 'A' Ordinary        55,333 'C' Ordinary
                                                                    55,333 'B' Ordinary        11,937 'D' Ordinary

         NUMBER OF SHARES:                                          211,937

         AMOUNT PAID UP:                                            (pound)211,937

8.       ISSUED LOAN CAPITAL:                                       Nil

9.       DIRECTORS - FULL NAMES AND USUAL RESIDENTIAL ADDRESSES:    Terence John               Nicholas Andrew
         RESIDENTIAL ADDRESSES:                                     Hewitt                     Wyatt
                                                                    Pannell House              Pannell House
                                                                    6 Queen Street             6 Queen Street
                                                                    Leeds                      Leeds
                                                                    LS1 2TW                    LS1 2TW
</TABLE>

                                                                              27
<PAGE>

<TABLE>
<S>                                                                 <C>
                                                                    Andrew Peter               Stephen John
                                                                    Hinton                     Middleton
                                                                    Pannell House              Pannell House
                                                                    6 Queen Street             6 Queen Street
                                                                    Leeds                      Leeds
                                                                    LS1 2TW                    LS1 2TW

10.      SECRETARY - FULL NAME AND USUAL                            Stephen John Middleton
         RESIDENTIAL ADDRESS:                                       Pannell House
                                                                    6 Queen Street
                                                                    Leeds
                                                                    LS1 2TW

11.      ACCOUNTING REFERENCE DATE:                                 31 March

12.      AUDITORS:                                                  PFK, Pannell House, 6 Queen Street, Leeds, LS1 2TW
</TABLE>

                                                                              28
<PAGE>

                                     PART 2

                                THE SUBSIDIARIES

<TABLE>
<CAPTION>
                                                                                    ISSUED
                          DATE AND                         AUTHORISED                SHARE             PERCENTAGE
   NAME AND               PLACE OF      DIRECTORS AND    SHARE  CAPITAL           CAPITAL (POUND)      OWNED BY THE
REGISTERED NO.          INCORPORATION    SECRETARY       (POUND)AND NO.)             AND NO.)            COMPANY
<S>                     <C>             <C>              <C>                      <C>                  <C>
WHITE ROSE              2 October       Terence John     (pound)78,110,000        1,000                100%
ENVIRONMENTAL           1989            Hewitt           consisting of            ordinary             subsidiary of
OPERATIONS                                               77,110,000                                    White Rose
LIMITED                 England and     Andrew Peter     ordinary shares                               Environmental
2428371                 Wales           Hinton           of(pound)1 each and                           Limited
                                        Nicholas         1,000,000                                     (Company
                                        Andrew Wyatt     deferred shares                               No. 4057547)
                                                          of(pound)1 each
                                        Stephen John
                                        Middleton
                                        (Director and
                                        Secretary)

CLINICAL WASTE          11 May 1988     Terence John     (pound)4 consisting of   (pound)4             100%
LIMITED                                 Hewitt           40 ordinary              consisting           subsidiary of
2256045                 England and                      shares of(pound)0.10     of 40                White Rose
                        Wales           Andrew Peter     each                     ordinary             Environmental
                                        Hinton                                    shares of            Operations
                                                                                  (pound)0.10 each     Ltd
                                                                                                       (Company No
                                        Nicholas                                                       2428371)
                                        Andrew Wyatt

                                        Stephen John
                                        Middleton
                                        (Secretary)

DYVELL                  15 August       Terence John     (pound)28,012            (pound)14,628        100%
(HOLDINGS)              1990            Hewitt           consisting of            consisting           subsidiary of
LIMITED                                                  28,012 ordinary          of 14,628            White Rose
2531375                 England and     Andrew Peter     shares of(pound)1        ordinary             Environmental
                        Wales           Hinton           each                     shares of(pound)1    Operations
                                                                                  each                 Limited
                                        Nicholas                                                       (Company No
                                        Andrew Wyatt                                                   2428371)

                                        Stephen John
                                        Middleton
                                        (Secretary)

DYVELL                  30 September    Terence John     (pound)1,000             (pound)2             100%
INCINERATION            1993            Hewitt           consisting of            consisting           subsidiary of
SERVICES                                                 1,000 ordinary           of 2                 Dyvell
LIMITED                 England and     Andrew Peter     shares of(pound)1        ordinary             (Holdings)
                        Wales           Hinton                                    shares of(pound)1
</TABLE>

                                                                              29
<PAGE>

<TABLE>
<CAPTION>
                                                                                    ISSUED
                          DATE AND                         AUTHORISED                SHARE             PERCENTAGE
   NAME AND               PLACE OF      DIRECTORS AND    SHARE  CAPITAL           CAPITAL (POUND)      OWNED BY THE
REGISTERED NO.          INCORPORATION    SECRETARY       (POUND)AND NO.)             AND NO.)            COMPANY
<S>                     <C>             <C>              <C>                      <C>                  <C>
2858330                                 Nicholas         each                     each                 Ltd
                                        Andrew Wyatt

                                        Stephen John
                                        Middleton
                                        (Secretary)

DYVELL LIMITED          7 June 1991     Terence John     (pound)2,000,000         (pound)1,100,000     100%
2618679                                 Hewitt           consisting of            consisting           subsidiary of
                        England and                      2,000,000                of                   Dyvell
                        Wales           Andrew Peter     ordinary shares          1,100,000            (Holdings)
                                        Hinton           of(pound)1 each          ordinary             Ltd
                                                                                  shares of(pound)1
                                        Nicholas                                  each
                                        Andrew Wyatt
                                        Stephen John
                                        Middleton
                                        (Secretary)

DYVELL WASTE            25 August       Terence John     (pound)1,000             (pound)2             100%
CARE LIMITED            1993            Hewitt           consisting of            consisting           subsidiary of
2847513                                                  1,000 ordinary           of 2                 Dyvell
                        England and     Andrew Peter     shares of(pound)1        ordinary             (Holdings)
                        Wales           Hinton           each                     shares of(pound)1     Ltd
                                                                                  each
                                        Nicholas
                                        Andrew Wyatt
                                        Stephen John
                                        Middleton
                                        (Secretary)
</TABLE>

                                                                              30
<PAGE>

                                   SCHEDULE 3

                                 THE WARRANTIES

                                     PART 1

                                     GENERAL

1.       CAPACITY AND OWNERSHIP OF SHARES

         1.1      Each Vendor has full power and authority and has taken all
                  action necessary to execute and deliver and to exercise his
                  rights and perform his obligations under this agreement and
                  each of the documents in the agreed form to be executed on or
                  before Completion which constitute valid and binding
                  obligations on each Vendor in accordance with their terms.

         1.2      The execution and delivery of, and the performance by each
                  Vendor of his obligations under each of the documents
                  mentioned in paragraph 1.1 above does not require the consent
                  of a third party and will not result in a breach of or entitle
                  any third party to terminate or avoid any agreement,
                  arrangement, order, judgment or decree of any court or any
                  governmental agency to which he is a party or by which it or
                  its assets is bound or from which he benefits.

         1.3      The Shares constitute the whole of the allotted and issued
                  share capital of the Company and have been properly allotted
                  and issued.

         1.4      The details of the share capital of each member of the Group
                  set out in Schedule 2 are correct. The Company or a Subsidiary
                  is the sole legal and beneficial owner of all the issued
                  shares in each Subsidiary.

         1.5      No person has any present, future or contingent right to call
                  for the allotment, conversion or transfer of or to be entered
                  into the register of members as the holder of any share or
                  loan capital of any member of the Group and there is no
                  Encumbrance on, over or affecting the Shares or any of them or
                  the shares in the Subsidiaries or any unissued shares in the
                  capital of the Company and there is no agreement or commitment
                  to give or create any Encumbrance or negotiations which may
                  lead to such an agreement or commitment and no claim has been
                  made by any person to be entitled to an Encumbrance in
                  relation thereto.

                                                                              31
<PAGE>

         1.6      Each Vendor is the sole legal and beneficial owner of the
                  number of Shares set out against his name in Schedule 1.

         1.7      Each Vendor is entitled to sell and transfer the full legal
                  and beneficial ownership in his Shares to the Purchaser and
                  such sale will not result in any breach of or default under
                  any agreement or other obligation binding upon the Vendors or
                  any of them or any of their respective property.

         1.8      Other than this agreement, there is no agreement, arrangement
                  or obligation requiring the creation, allotment, issue,
                  transfer, redemption or repayment of, or the grant to any
                  person of the right (whether conditional or not) to require
                  the allotment, issue, transfer, redemption or repayment of,
                  any shares in the capital of the Company or any Subsidiary
                  (including, without limitation, an option or right of
                  pre-emption or conversion).

         1.9      There is no litigation, arbitration, prosecution,
                  administrative or other legal proceedings or dispute in
                  existence or threatened against any of the Vendors in respect
                  of the Shares or the shares in the Subsidiaries or the
                  Vendors' entitlement to dispose of the Shares or the shares in
                  the Subsidiaries and there are no facts known to the
                  Warrantors or any of them which might give rise to any such
                  proceedings or any such dispute.

         1.10     None of the Shares have been the subject of a transaction at
                  an undervalue within the meaning of part IX or part VI of the
                  Insolvency Act 1986.

         1.11     The Company has not received any notice or any application or
                  notice of any intended application under the provisions of the
                  Companies Acts for the rectification of the register of
                  members of the Company.

         1.12     The Company has not exercised nor purported to exercise or
                  claim any lien over the Shares and no call on the Shares is
                  outstanding and all the Shares are fully paid up.

         1.13     The Company has not at any time given any financial assistance
                  in connection with the purchase of shares as would fall within
                  the provisions of sections 151 to 157 of the 1985 Act.

                                                                              32
<PAGE>

2.       ACCOUNTS

         2.1      The Accounts and the audited financial statements of each
                  member of the Group have been prepared in accordance with the
                  requirements of the relevant statutes and on a basis
                  consistent with that adopted in the preparation of the audited
                  accounts of each member of the Group for each of the last two
                  preceding financial years and in accordance with all financial
                  reporting standards, statements of standard accounting
                  practice and generally accepted accounting principles and
                  practices in the United Kingdom and give a true and fair view
                  of the assets and liabilities and state of affairs of each
                  member of the Group as at the Accounts Date and its profits
                  and losses for the relevant period ended on the Accounts Date.

         2.2      So far as the Warrantors are aware the Accounts make provision
                  for, reserve for or disclose, as appropriate, all known
                  liabilities, whether actual or contingent, whether or not
                  disputed, and all known capital commitments, whether actual or
                  contingent, and all bad or doubtful debts of each member of
                  the Group as at the Accounts Date.

         2.3      In the Accounts the stock in trade and work in progress of
                  each member of the Group have been treated in accordance with
                  SSAP 9 and no change has been made in basis of valuation of
                  stock and work in progress since 21 December 2000.

         2.4      The name and address of the auditors of each member of the
                  Group is set out in the Disclosure Letter.

         2.5      The Management Accounts have been prepared with due care and
                  attention and on a basis consistent with the management
                  accounts of the Company for the financial year ended on the
                  Accounts Date and, taking into account that they were prepared
                  for management purposes only and not to an audit standard, and
                  thus, among other things, do not reflect normal year-end
                  adjustments or include footnote disclosures of a type normally
                  included in audited accounts prepared in accordance with
                  generally accepted accounting principles and practices in the
                  United Kingdom, (i) the Management Accounts do not materially
                  overstate the assets and profits of the Company and do not
                  materially understate its liabilities or losses and (ii) so
                  far as the Warrantors are aware, the Management Accounts (Full
                  Year) (a) give a reasonably accurate view of the assets and
                  liabilities of each member of the Group as at 31 March 2004
                  and its profits and losses for the 12 month period ended on 31
                  March 2004 and (b) make provision for, reserve for or
                  disclose, as appropriate, all actual liabilities as at the
                  Accounts Date known to the Warrantors.

                                                                              33
<PAGE>

         2.6      No member of the Group has its records, systems, controls,
                  data or information, recorded, stored, maintained, operated or
                  otherwise wholly or partly dependent on or held by any means
                  (including any electronic, mechanical or photographic process
                  whether computerised or not) which (including all means of
                  access) are not under the exclusive ownership and direct
                  control of that member of the Group.

         2.7      Save as set out in the notes to the Accounts and in the
                  Previous Accounts such accounts have not been affected by
                  transactions undertaken by any Group member otherwise than in
                  the ordinary course of its business.

3.       BANK ACCOUNTS AND INDEBTEDNESS

         3.1      In respect of each member of the Group

                  3.1.1    a statement of all its bank, building society,
                           investment and deposit accounts and of the credit or
                           debit balances on them at the Business Day before the
                           date of this agreement is attached to the Disclosure
                           Letter;

                  3.1.2    since such statements there have been no payments out
                           of any such accounts;

                  3.1.3    the total value of the unpresented cheques drawn by
                           it does not exceed(pound)59,456;

                  3.1.4    it has not incurred any borrowings which it has not
                           repaid or satisfied;

                  3.1.5    the amount borrowed by it does not exceed any
                           limitation on its borrowing contained in its articles
                           of association or in any debenture or other deed or
                           document binding on it;

                  3.1.6    it has not received demand for repayment of any
                           borrowing or indebtedness in the nature of borrowing
                           which is repayable on demand, and there has not
                           occurred any event which would entitle (or which with
                           the giving of notice and/or the lapse of time and/or
                           a relevant determination would entitle) any person to
                           require early repayment of any borrowing or
                           indebtedness in the nature of borrowing;

                  3.1.7    it has no bank overdraft facilities, loan facilities,
                           credit facilities, acceptance credits or other
                           financial facilities outstanding or available to it;

                                                                              34
<PAGE>

                  3.1.8    it has not entered into nor is it negotiating to
                           enter into any debt factoring, discounting or
                           inventory finance arrangement;

                  3.1.9    it has not or engaged in any off balance sheet
                           financing or any financing of a type which would not
                           require to be shown or reflected in the Accounts, had
                           such arrangement or financing been entered into on or
                           before the Accounts Date; and

                  3.1.10   it has not entered into nor is it negotiating to
                           enter into any currency and/or interest rate swap
                           agreement, asset swap, future rate or forward rate
                           agreement, interest cap, collar and/or floor
                           agreement or other currency exchange or interest rate
                           protection transaction or combination of them or any
                           option or any similar arrangement.

         3.2      All Encumbrances created by or in favour of any member of the
                  Group which are required to be registered in accordance with
                  the provisions of the Companies Act or in any other relevant
                  jurisdiction have been so registered and comply with all
                  necessary formalities as to registration or otherwise in that
                  jurisdiction; and the registered particulars of Encumbrances
                  created by or in favour of any member of the Group are
                  complete and accurate.

         3.3      No member of the Group is owed any sums other than debts
                  incurred in the ordinary course of trading.

         3.4      No event has occurred causing, or which on intervention or
                  notice by any third party may cause, any floating charge
                  created by any member of the Group to crystallise or any
                  charge created by it to become enforceable, nor has any
                  crystallisation occurred or is any such enforcement in
                  process.

         3.5      So far as the Warrantors are aware no member of the Group has
                  been a third party to any transaction with any third party
                  which, in the event of such third party going into liquidation
                  or an administration order or a bankruptcy order being made in
                  relation to it or to him, would constitute a transaction at an
                  undervalue, a preference, an invalid floating charge or an
                  extortionate credit transaction or part of a general
                  assignment of debts, under sections 238 to 245 and sections
                  339 to 344 of the Insolvency Act 1986.

         3.6      No person who is or has to any time within the last three
                  years been a Director or officer of any member of the Group
                  has at any material time been subject to any

                                                                              35
<PAGE>

                  disqualification order under the Companies Act or under any
                  other legislation relating to the disqualification of
                  directors and officers, or was the subject of any
                  investigation or proceedings capable of leading to a
                  disqualification order being made.

         3.7      No member of the Group has applied for or received any
                  investment grant, building grant, grant under the Local
                  Employment Acts 1970 or 1972 or under any Industry Act or any
                  other governmental grant or allowance or loan subsidy or
                  financial assistance.

         3.8      No circumstances have arisen or could arise as a consequence
                  of events occurring on or before the date of this agreement
                  (including the execution or completion of this agreement) as a
                  result of which:

                  3.8.1    any grant, subsidy, allowance or assistance received
                           by any member of the Group Company is liable to be
                           repaid;

                  3.8.2    any grant, allowance subsidy or assistance for which
                           any member of the Group Company has made application
                           will not be paid or will be reduced.

4.       POSITION SINCE ACCOUNTS DATE

         Since the Accounts Date:

         4.1      the business of the Group has been carried on in the ordinary
                  and usual course and so as to maintain the same as a going
                  concern;

         4.2      save for the disposal of the Company's interest in WRE
                  Services Limited (details of which are disclosed in the
                  Disclosure Letter) no member of the Group has acquired or
                  disposed of or agreed to acquire or dispose of any business or
                  any material asset or assumed or acquired any material
                  liability (including a contingent liability) otherwise than in
                  the ordinary course of business;

         4.3      neither the turnover nor the expenses (direct and indirect)
                  nor the trading position nor the margin of profitability of
                  the Group shows any material deterioration by comparison with
                  the turnover, expenses, trading position and margin of
                  profitability of the Group for the corresponding period in its
                  last completed accounting reference period;

                                                                              36
<PAGE>

         4.4      there has not been any material change in the assets or
                  liabilities (including contingent liabilities) of the Group as
                  shown in the Accounts except for changes arising from routine
                  payments and from routine supplies of goods or of services in
                  the normal course of trading;

         4.5      there has not been any capitalisation of reserves of the Group
                  and the Group has not issued or agreed to issue any share or
                  loan capital other than that issued at the Accounts Date and
                  has not granted or agreed to grant any option in respect of
                  any share or loan capital and the Group has not repaid any
                  loan capital in whole or in part nor has it, by reason of any
                  default by it in its obligations, become bound or liable to be
                  called upon to repay prematurely any loan capital or borrowed
                  monies;

         4.6      there has been no resolution of or agreement by the members of
                  the Group or any class thereof (except as provided in this
                  agreement or with the prior written consent of the Purchaser)
                  and in particular there has been no capital reorganisation or
                  other change in the capital structure of the Group;

         4.7      no member of the Group has changed its accounting reference
                  period;

         4.8      no dividend or other distribution (within the meaning of that
                  expression as contained in section 209 or 210 or 418 of the
                  Income and Corporation Taxes Act 1988) has been declared, paid
                  or made by any member of the Group.

5.       BUSINESS NAME

         Neither the Company nor any Subsidiary uses any name for any purpose
         other than its full corporate name.

6.       ASSETS

         6.1      All the property and assets which are described in the
                  Accounts, the Management Accounts and/or in the books of
                  account or records of the Group as being owned by the Group
                  are:

                  6.1.1    legally and beneficially owned by a member of the
                           Group;

                  6.1.2    in the possession or under the control of the
                           Company;

                                                                              37
<PAGE>

                  6.1.3    free from all Encumbrances and there is not any
                           agreement or commitment to give or create, and no
                           claim has been made by any person entitled to any
                           Encumbrance.

         6.2      Details of all assets used by the Group which are the subject
                  of any assignment, royalty, overriding royalty, factoring
                  arrangement, leasing, retention or hiring agreement, hire
                  purchase agreement for payment on deferred terms or any
                  similar agreement or arrangement in respect of which annual
                  payments exceed (pound)5,000 are set out in the Disclosure
                  Letter.

         6.3      The plant registers of the Group are attached to the
                  Disclosure Letter and comprise a materially complete and
                  accurate record of all the plant, fixed assets including
                  machinery, equipment and Vehicles owned by the Group and
                  necessary for the continuation of the business of the Group in
                  the ordinary course of business.

         6.4      No member of the Group has assets outside the United Kingdom
                  nor does it have a branch agency or place of business or any
                  permanent establishment (as that expression is defined in the
                  relevant double taxation relief orders) outside the United
                  Kingdom.

         6.5      In the reasonable opinion of the Warrantors (having regard to
                  their previous experience of such matters) the sums expended
                  since 21 December 2000 and the maintenance works undertaken in
                  respect of fixed plant and machinery have been sufficient to
                  ensure that the plant and machinery is capable of continuing
                  to perform to the standards to which it has performed in the
                  12 months prior to the Completion Date, as measured by plant
                  availability and utilisation and compliance with applicable
                  Permits and health and safety requirements as adduced by any
                  relevant evidence which may be required to prove the same.

         6.6      Details of all capital expenditure which any member of the
                  Group has contractually committed to incur which:

                  6.6.1    relate to the repair or replacement of plant and
                           machinery; and

                  6.6.2    is in excess of(pound)20,000 per item of plant and
                           machinery

                  are disclosed in the Disclosure Letter.

                                                                              38
<PAGE>

         6.7      Each of the Vehicle Leases to which any member of the Group is
                  a party contains obligations on the lessor to fully maintain
                  the relevant Vehicle.

         6.8      No member of the Group owns any Vehicles. A list of all
                  Vehicle Leases to which any member of the Group is a party,
                  identifying each Vehicle leased by make, year, model, vehicle
                  registration number and location and the lessor, lessee, term
                  of lease and fee payable, is set out in the Disclosure Letter.

         6.9      The Warrantors are not actually aware of any capital
                  expenditure which any member of the Group must incur in the 12
                  month period following Completion which relates to the repair
                  or replacement of fixed plant and machinery which is not
                  currently contractually committed to and which would be in
                  excess of (pound)75,000 per item of fixed plant and machinery.

7.       DEBTS

         No member of the Group is owed any sums other than trade debts incurred
         in the ordinary course of business.

8.       INSURANCE

         8.1      Details of all insurance policies effected by the Group
                  (including a summary of claims and loss experience over the
                  three years to the date of this agreement) have been disclosed
                  to the Purchaser and all such insurance policies are currently
                  in full force and effect.

         8.2      Since 21 December 2000 the Group has not done or omitted to do
                  or suffered anything to be done or not to be done which has or
                  might render any policies of insurance taken out by it in
                  relation to any of the Company's assets void or voidable and
                  there are no claims outstanding under any of such policies of
                  insurance.

         8.3      The Group and its assets are and have since 21 December 2000
                  at all times been adequately insured against accident, third
                  party and other risks normally or presently insured against by
                  persons carrying on similar businesses to the business of the
                  Company. All premiums due in respect of the insurance policies
                  Disclosed have been paid and the next renewal date for each is
                  a date at least 30 days after Completion.

                                                                              39
<PAGE>

         8.4      All illnesses, accidents and injuries of which the Warrantors
                  are aware which have been suffered by any employee, workman or
                  any other third party and for which any member of the Group
                  may be liable are fully covered by insurance.

9.       RECORDS

         All the accounts, books, registers, ledgers and financial and other
         material records of any member of the Group (including all invoices and
         other records required for VAT purposes) are reasonably up to date and
         in its possession or under its control; there are no material
         inaccuracies or discrepancies contained or reflected therein.

10.      CONFIDENTIAL INFORMATION

         10.1     The Company does not use any processes and is not engaged in
                  any activities which involve the misuse or alleged misuse of
                  any confidential information belonging to any third party.

         10.2     The Warrantors are not aware of any actual or alleged misuse
                  by any person of any of its Confidential Information.

         10.3     The Group has not disclosed to any person any of its
                  Confidential Information except where such disclosure was
                  properly made in the normal course of the Group's business and
                  was made subject to an agreement under which the recipient is
                  obliged to maintain the confidentiality of such Confidential
                  Information and is restrained from further disclosing or using
                  it other than for the purposes for which it was disclosed by
                  the Group.

         10.4     Confidential Information used by the Group is kept strictly
                  confidential and the Group operates and fully complies with
                  procedures which maintain such confidentiality, which
                  confidentiality has not been breached.

11.      INTELLECTUAL PROPERTY

         11.1     The Group is the sole unencumbered legal and beneficial owner
                  and, where registered, the sole registered proprietor of all
                  the Business Intellectual Property.

         11.2     The Business Intellectual Property comprises all Intellectual
                  Property which the Purchaser will require in order to carry on
                  the business of the Group as it has been carried on during the
                  12 months prior to the Completion Date.

                                                                              40
<PAGE>

         11.3     The material particulars as to ownership and registration (and
                  applications therefor) of registrable Business Intellectual
                  Property, including priority and renewal dates where
                  applicable, are set out in the Disclosure Letter and such
                  details are accurate.

         11.4     Each and every part of the Business Intellectual Property is
                  valid, subsisting and enforceable and nothing has been done,
                  omitted to be done or permitted by any Group member or its
                  employees or agents whereby any of it has ceased or might
                  cease to be valid, subsisting and enforceable.

         11.5     None of the Business Intellectual Property is the subject of
                  any proceedings for opposition, cancellation, revocation or
                  rectification or claims notified to any Group member in
                  writing by any person (including, without limitation, from any
                  employees or former employees of the Group).

         11.6     The Group has taken all steps necessary for the maintenance
                  and full protection of all the Business Intellectual Property
                  and all rights therein.

         11.7     All application and renewal fees and costs and charges
                  regarding the Business Intellectual Property due on or before
                  Completion have been duly paid in full.

         11.8     No member of the Group has granted or entered into, or is
                  obliged to grant or enter into, any agreement, arrangement or
                  understanding (whether legally enforceable or not) for the
                  licensing to third parties or otherwise permitting or
                  authorising the use or exploitation of the Business
                  Intellectual Property by third parties or which prevent,
                  restrict or otherwise inhibit the Group's freedom to use and
                  fully exploit the Business Intellectual Property (whether now
                  or in the future).

         11.9     None of the Business Intellectual Property is currently being
                  infringed (or would be infringed if valid) or has been so
                  infringed since 21 December 2000 and so far as the Warrantors
                  are aware no third party has threatened any such infringement
                  and so far as the Warrantors are aware none of the Business
                  Intellectual Property is the subject of any claim for
                  ownership or compensation by any third party or any criminal
                  investigation or prosecution in relation thereto.

         11.10    The carrying on of the Group's business as presently
                  constituted does not require, and has not at any time
                  required, any licences or consents from or the making of
                  royalty or similar payments to any third party in respect of
                  Intellectual Property and no Group member is engaged or has
                  not in the three years immediately prior to the date

                                                                              41
<PAGE>

                  of this agreement been engaged in any activities which, and
                  none of the Group's activities, processes or products,
                  infringe any Intellectual Property or other rights belonging
                  to or vested in any third party. Insofar as any Intellectual
                  Property used by any member of the Group is not owned by that
                  or another member of the Group, its use is validly licensed to
                  the Group member under the agreements listed in the Disclosure
                  Letter.

         11.11    There are no outstanding claims against any member of the
                  Group for infringement of any Intellectual Property used (or
                  which has been used) by it and no such claims have been
                  settled by the giving of any undertakings which remain in
                  force.

         11.12    No member of the Group carries on business or sells any
                  product or service under any name other than its corporate
                  name and the trading names, trade marks, current product names
                  and other trading styles as disclosed to the Purchaser in the
                  Disclosure Letter.

12.      COMPUTER SYSTEMS

         12.1     None of the Group's records, systems, controls, data or
                  information are recorded, stored, maintained, operated or
                  otherwise wholly or partly dependent upon or held by any means
                  (including any electronic, mechanical or photographic
                  processes whether computerised or not) which (including all
                  means of access thereto and therefrom) are not under the
                  exclusive ownership and direct control of the Group.

         12.2     The Computer Systems have been satisfactorily maintained and
                  have the benefit of the maintenance agreements specified in
                  the Disclosure Letter.

         12.3     Disaster recovery plans, copies of which are set out in the
                  Disclosure Letter, are in effect and in the opinion of the
                  Warrantors are adequate to ensure that the Computer Systems
                  can be replaced or substituted without material disruption to
                  the business of the Group.

         12.4     In the event that any person providing maintenance or support
                  services for the Computer Systems ceases or is unable to do
                  so, the Group has all necessary rights to obtain the source
                  code and all related technical and other information to
                  procure the carrying out of such services by the Group's own
                  employees or by a third party.

         12.5     The Group has technically competent and trained employees to
                  ensure the proper handling operation monitoring and use of the
                  Computer Systems.

                                                                              42
<PAGE>

         12.6     The Group has adequate procedures to ensure internal and
                  external security of the Computer Systems including procedures
                  for taking and storing, on-site and off-site, back-up copies
                  of computer programs and data.

         12.7     No Group member is currently materially in breach of the terms
                  of any warranty (express or implied), licence, systems supply,
                  data supply, maintenance, service or services agreement with
                  any of its suppliers or customers in respect of Computer
                  Systems.

         12.8     The Group is registered under the Data Protection Act 1984
                  and, to the extent necessary, has notified the Data Protection
                  Commissioner under the Data Protection Act 1998 and no
                  individual has claimed compensation from the Company under the
                  Data Protection Acts 1984 and 1998.

         12.9     The Group has duly complied with and currently complies with
                  all requirements under the Data Protection Acts 1984 and 1998
                  including, without limitation:

                  12.9.1   the data protection principles set out under the Data
                           Protection Acts 1984 and 1998;

                  12.9.2   requests from individuals for access to personal data
                           held by it;

                  12.9.3   the requirements relating to the registration and/or
                           notification of processing of personal data;

                  12.9.4   where necessary, under the Data Protection Acts 1984
                           and 1998, the consent of the data subjects to the
                           processing of personal data relating to them has been
                           obtained.

         12.10    The Group has not received a notice from or been subject to
                  enquiries by the Data Protection Registrar or Commissioner
                  regarding non-compliance or alleged non-compliance by the
                  Group with any provision of the Data Protection Acts 1984 and
                  1998 (including, without limitation, the data protection
                  principles).

         12.11    No individual has alleged that any member of the Group has
                  failed to comply with the provisions of the Data Protection
                  Acts 1984 and 1998 or claimed compensation from the Company
                  under that Act including for unauthorised disclosure of
                  personal data.

                                                                              43
<PAGE>

         12.12    The data utilised by the Group in its business and/or
                  transferred by the Group to the Group's customers and/or
                  business partners has been lawfully obtained and the Group is
                  entitled to use the same, transfer the same and grant such
                  rights therein as it grants to its customers and/or business
                  partners in respect of the use of such data.

         12.13    No Group member uses any computer software other than software
                  accurate details of which are summarised in the Disclosure
                  Letter, and Standard Software.

         12.14    Each Group member possesses all necessary licences with
                  respect to its use of third party software and no licence
                  terms have been breached by any Group member.

         12.15    The rights of the Group members to use the Computer Systems
                  will not be affected by the execution of this Agreement or the
                  transaction effected by this Agreement.

         12.16    There are no royalties, licence fees or other fees payable in
                  connection with the use of any part of the Computer Systems
                  other than as expressly set out in the computer contracts
                  appended to the Disclosure Letter.

         12.17    All Proprietary Software is vested in and is legally and
                  beneficially owned solely by a Group member. So far as the
                  Warrantors are aware no third party has asserted or threatened
                  to assert any ownership rights or other adverse claims with
                  regard to any Proprietary Software.

13.      EMPLOYEES

         13.1     None of the officers, employees or consultants (if any) of the
                  Group have given or received notice terminating his employment
                  office or engagement or will be entitled to give notice as a
                  result of the provisions or performance of this agreement.

         13.2     There are no outstanding offers of employment or engagement
                  made to any person with a prospective basic salary of over
                  (pound)28,000 per annum by any Group member and there is
                  no-one with a prospective basic salary of over (pound)28,000
                  per annum who is accepting an offer of employment or
                  engagement made by any Group member that has not yet taken up
                  that employment or engagement.

         13.3     In respect of each current employee, director or consultant
                  (if any) of the Group all material particulars including their
                  full names, job titles, departments, dates of commencement of
                  employment, ages, notice periods, job location, fees, standard
                  hours of work, salaries all remuneration, incentives, bonuses,
                  expenses, profit-sharing

                                                                              44
<PAGE>

                  arrangements and other payments, share option schemes and
                  other benefits whatsoever payable are set out in the
                  Disclosure Letter.

         13.4     Particulars of all employees, officers or consultants (if any)
                  whose employment or consultancy was terminated in the last
                  twelve months from this agreement, including the reasons for
                  termination and any payment made in connection with the
                  termination are set out in the Disclosure Letter.

         13.5     The Warrantors are not actually aware (no enquiry having been
                  made other than of Helen Inch) of any current director,
                  employee or consultant (if any) who has stated that he will
                  leave office or employment or engagement otherwise than
                  through normal retirement within the 12 months following the
                  date of this agreement. No current director, employee or
                  consultant is on sick leave which as the date of this
                  agreement has continued for more than 14 consecutive days, or
                  in on maternity, paternity, parental or adoption leave or
                  either has made an application to work flexibly or is so
                  doing.

         13.6     No final written warning (referred to as a suspended dismissal
                  notice) has been given to or is currently planned to be given
                  to any current or former employee, officer or consultant (if
                  any) in the twelve months before the date of this agreement.

         13.7     All service and employment agreements and any agreements for
                  service with any director, employee or consultant (if any) of
                  any member of the Group in force at the date of this agreement
                  may be terminated by the Group member giving not more than six
                  months' notice and without giving rise to the making of a
                  payment in lieu of notice or a claim for damages or
                  compensation (other than a statutory redundancy payment or
                  payment for wrongful dismissal) or which is in suspension or
                  has been terminated but is capable of being revived or
                  enforced or in respect of which the Group member has a
                  continuing obligation.

         13.8     In relation to each of the present officers, employees or
                  consultants (if any) of each member of the Group (and so far
                  as relevant to each of its former employees) the Group member
                  has:

                  13.8.1   complied with all obligations imposed on it by
                           articles of the Treaty establishing the European
                           Community, European Commission regulations and
                           directives and all statutes, regulations and codes of
                           conduct relevant to

                                                                              45
<PAGE>

                           the relations between it and its employees, officers
                           or consultants or it and any recognised trade union
                           or appropriate representatives;

                  13.8.2   maintained adequate and suitable records regarding
                           the service of each of its employees;

                  13.8.3   complied with all collective agreements and customs
                           and practices for the time being dealing with such
                           relations or the conditions of service of its
                           employees; and

                  13.8.4   complied with all relevant orders and awards made
                           under any statute affecting the conditions of service
                           of its employees.

         13.9     No member of the Group has received an application for
                  recognition or entered into any union membership, security of
                  employment, redundancy, recognition or other collective
                  agreement (whether legally binding or not) with a trade union
                  (whether recognised or unrecognised), association of trade
                  unions, works councils, staff association or other
                  organisational or body of employees nor has any Group Company
                  done any act which might be construed as recognition.

         13.10    No member of the Group is involved in, or has been involved in
                  the last three years in, any industrial or trade dispute or
                  any dispute regarding a claim of material importance or the
                  dismissal, suspension, disciplining or varying of the terms
                  and conditions of employment of any current or former employee
                  earning a basic salary of more than (pound)28,000 per annum.

         13.11    There is no outstanding share scheme, bonus scheme
                  arrangement, employee trust (or other similar matters) to
                  which any member of the Group is party for profit sharing or
                  for payment to any of its current or former officers,
                  employees or consultants which has not been set out in the
                  Disclosure Letter.

         13.12    There is no agreement or arrangement between any member of the
                  Group and any of its current employees, officers or
                  consultants (if any) with respect to his employment, his
                  ceasing to be employed or his retirement which is not included
                  in the written terms of his employment or previous employment.

         13.13    The Group has complied with all recommendations made by the
                  Advisory Conciliation and Arbitration Service and with all
                  awards and declarations made by the Central Arbitration
                  Committee.

                                                                              46
<PAGE>

         13.14    There is no agreement, arrangement, scheme or obligation
                  (whether legal or moral) for the payment of any pensions,
                  allowances, lump sums or other like benefits on redundancy on
                  retirement or on death or during periods of sickness or
                  disablement for the benefit of any of the current or former
                  officers employees or consultants of the Group or for the
                  benefit of dependants of such persons.

         13.15    Within the two years preceding the date of this agreement, no
                  Group member has been a party to a relevant transfer (as
                  defined in the Transfer of Undertakings (Protection of
                  Employment) Regulations 1981) nor has any Group member failed
                  to comply with any duty to inform or consult any appropriate
                  employee representatives under such regulations.

         13.16    Save for salaries which are paid one month in arrears no
                  amounts due to or in respect of any of the current or former
                  officers, employees or consultants of the Group (including
                  PAYE and national insurance and pension contributions) are in
                  arrears or unpaid.

         13.17    No monies or benefits other than in respect of contractual
                  emoluments are payable to any of the officers or employees or
                  consultants (if any) of any member of the Group and there is
                  not at present a claim against any member of the Group arising
                  out of the employment or termination of employment or
                  engagement of any employee or former employee or consultant
                  (if any) or former employee for compensation for loss of
                  office or employment or engagement otherwise and whether under
                  the Employment Rights Act 1996, Race Relations Act 1976, Equal
                  Pay Act 1970, Sex Discrimination Act 1975, Sex Discrimination
                  Act 1986, Disability Discrimination Act 1995, Working Time
                  Regulations 1998, National Minimum Wage Act 1998 and the
                  regulations made under such acts or regulations or any other
                  act or otherwise.

         13.18    There are no current loans or quasi loans (as defined in the
                  Companies Act) nor have any current credit transactions (also
                  defined) been entered into by any Group member with any of its
                  directors or employees.

         13.19    In the twelve months preceding the date of this agreement no
                  Group member has given notice of any redundancies to the
                  Secretary of State or started consultations with any
                  appropriate representative under the provisions of Part 4 of
                  the Trade Union and Labour (Consolidation) Act 1992 or failed
                  to comply with any obligations under that statute. Particulars
                  of any redundancy policies as set out in the Disclosure
                  Letter.

                                                                              47
<PAGE>

14.      EMPLOYEE SHARE INCENTIVES

         14.1     The Disclosure Letter contains full details of:

                  14.1.1   all securities options granted or purported to have
                           been granted by any member of the Group to an
                           employee or by any other company to an employee by
                           reason of his employment with any member of the Group
                           under any share scheme or other arrangement; and

                  14.1.2   all shares or other securities acquired by any
                           employee of any member of the Group by reason of his
                           employment with any member of the Group.

         14.2     Each member of the Group has entered into an arrangement under
                  SSCBA 1992 Schedule 1 paragraphs 3A or 3B in respect of every
                  securities option granted by any member of the Group and the
                  Disclosure Letter gives details of all such arrangements.

         14.3     In respect of each acquisition of securities within Chapter 2
                  of Part 7 Income Tax (Earnings and Pensions) Act ("ITEPA")
                  2003 (Restricted Securities), an election has been made under
                  section 431 ITEPA in respect of all securities and there is
                  disclosed in the Disclosure Letter full details of any
                  liability to employment income which has arisen or may arise
                  as a result of that election.

15.      CONTRACTS

         15.1     There is no Material Customer Contract which, on the execution
                  of this agreement or on Completion or as a result of the
                  performance of this agreement, will or may result in any third
                  party being relieved of any obligation or becoming entitled to
                  exercise any right (including a right of termination or any
                  right pre-emption or other option).

         15.2     There are no written or oral agreements or arrangements
                  (excluding Property leases) to which any member of the Group
                  is a party:

                  15.2.1   which were entered into otherwise than by way of
                           bargain at arm's length;

                  15.2.2   which provides for the sale or purchase, option or
                           similar agreement, arrangement or obligation
                           affecting any of the assets of any member of the
                           Group or by which any member of the Group is bound;

                                                                              48
<PAGE>

                  15.2.3   under which any member of the Group gives any
                           guarantee, performance or other bond, indemnity,
                           letter of comfort or similar commitment (whether or
                           not legally binding) in relation to, or stands surety
                           for, the obligations of any third party;

                  15.2.4   under which any person has (otherwise than in the
                           ordinary and usual course of trading) incurred any
                           financial indebtedness or liability (actual or
                           contingent) to any member of the Group or vice versa
                           or has given any performance bond or other bond in
                           relation to any of the obligations of any member of
                           the Group;

                  15.2.5   which establishes any agency, distribution, joint
                           venture, partnership, cooperation agreement or
                           arrangement, consortium or profit or loss sharing
                           agreement or arrangement;

                  15.2.6   which will result in any member of the Group becoming
                           liable for any finder's fee, brokerage or other
                           commission in connection with this agreement;

                  15.2.7   to which any of the following provisions of the
                           Companies Act apply: section 317 (directors to
                           disclose interest in contracts), section 320
                           (substantial property transactions involving
                           directors, etc) and/or section 330 (general
                           restriction on loans etc to directors and persons
                           connected with them);

                  15.2.8   which, following Completion, would purport to bind
                           the Purchaser (or require any member of the Group to
                           procure compliance by the Purchaser); or

                  15.2.9   which restricts the freedom of any member of the
                           Group to provide or take goods and services to or
                           from any person or restricts the geographical area or
                           scope of business activities of any member of the
                           Group.

         15.3     So far as the Warrantors are aware, no Material Customer
                  Contract is invalid or ultra vires or was entered into by the
                  customer in violation of any applicable advertising or other
                  tendering or procurement rules or requirements.

                                                                              49
<PAGE>

         15.4     In relation to the Material Contracts:

                  15.4.1   no member of the Group is in default of its
                           obligations pursuant to a Material Contract;

                  15.4.2   the Warrantors are not aware that any party with whom
                           any member of the Group has entered into a Material
                           Contract is in default of its obligations pursuant to
                           such Material Contract;

                  15.4.3   no member of the Group has received written
                           notification of a breach or that its current action,
                           or failure to act, will with the passage of time or
                           notice, or both, give rise to a breach by it of its
                           obligations pursuant to a Material Contract.

         15.5     The Warrantors have set out in the Disclosure Letter all bids,
                  tenders or other negotiations or offers which are capable of
                  resulting or likely to result in any member of the Group
                  entering into any Customer Contracts of a kind described in
                  Warranty 15.2.

         15.6     There is annexed to the Disclosure Letter a schedule listing
                  all Material Contracts (other than Vehicle Leases disclosed
                  separately pursuant to paragraph 6.8).

         15.7     A list of the Material Customer Contracts (by revenues)
                  identifying each Material Customer Contract by name of
                  customer, location or locations served, billing address,
                  contract term, monthly amount, price and service requirements
                  are set out in the Disclosure Letter together with a list of
                  all Other Customer Contracts with such information in relation
                  to such contracts as is readily available to the Warrantors
                  from the records of the members of the Group.

         15.8     No written or, so far as the Warrantors are aware, oral
                  notification has been received by any member of the Group from
                  a customer who is a party to a Material Customer Contract
                  stating that such customer will cease dealing with the Company
                  as a result of the identity of the proposed purchaser
                  hereunder.

16.      LITIGATION, OFFENCES AND COMPLIANCE WITH STATUTES

         16.1     Otherwise than as claimant in the collection of debts arising
                  in the ordinary course of business (none of which exceed
                  (pound)5,000), no member of the Group nor any person for whose
                  acts or defaults a member of the Group may be vicariously
                  liable is claimant,

                                                                              50
<PAGE>

                  defendant or otherwise a party to any litigation, arbitration
                  or administrative proceedings which are in progress against or
                  concerning any member of the Group or any of its assets; no
                  member of the Group is being prosecuted for any criminal
                  offence and no governmental or official investigation or
                  inquiry concerning the business or officers of any member of
                  the Group or any of its assets is in progress and so far as
                  the Warrantors are aware there are no events or other facts or
                  circumstances which are likely to give rise to any such
                  proceedings, investigation or inquiry.

         16.2     So far as the Warrantors are aware, there are no complaints,
                  claims, disputes, investigations. disciplinary proceedings,
                  events or other facts or circumstances which in the reasonable
                  opinion of the Warrantors are likely to lead to any claim,
                  action, proceeding, suit, litigation, prosecution,
                  investigation, enquiry or arbitration involving any member of
                  the Group.

         16.3     There are no unfulfilled or unsatisfied judgments or court
                  orders outstanding against any member of the Group or which
                  may affect any of them.

         16.4     No distress, distrait, charging order, garnishee order,
                  execution or other process which a court or a similar body may
                  use to enforce payment of a debt has been levied or applied
                  for in respect of any asset of any member of the Group.

         16.5     No Group member nor any of its officers, agents or employees
                  (during the course of their duties in relation to the business
                  of the Group) has committed or omitted to do any act or thing
                  the commission or omission of which is or could be in
                  contravention of any statutory obligation or any other law of
                  the United Kingdom or any other country giving rise to any
                  fine, penalty, imprisonment, default proceedings or other
                  liability in relation to the business or officers of the Group
                  or any of its assets or any judgment or decision which would
                  materially affect the financial or trading position of the
                  Company.

17.      RESTRICTIVE AGREEMENTS, COMPETITION, MERGER CONTROL AND REGULATORY

         17.1     There are no agreements in force restricting the freedom of
                  the Company nor any Group member to provide and take goods and
                  services or to otherwise conduct its trade and business by
                  such means and from and to such persons as it may from time to
                  time think fit.

                                                                              51

<PAGE>

         17.2     The Company nor any Group member is not nor has it been party
                  to any agreement, arrangement, concerted practice or course of
                  conduct, or merger, acquisition or joint venture which
                  contravenes or contravened, is or was invalidated by, requires
                  or required notification or registration under, satisfies or
                  satisfied the criteria for review or investigation under, or
                  has been the subject of notification or registration under any
                  competition, anti-restrictive trade practice, anti-trust,
                  merger control, regulatory, monopoly fair trading or consumer
                  protection law or similar legislation.

         17.3     No Group member or any employee, consultant or director of a
                  Group member has received any process, notice or communication
                  (formal or informal) by or on behalf of any authority having
                  jurisdiction in competition, anti-trust, merger control,
                  regulatory, monopoly, fair trading, or similar matters (any
                  such body or person being referred to below as a "COMPETITION
                  AUTHORITY") in respect of any matter, whether or not the Group
                  member is or was a party to or is or was involved in such
                  matter and no Group member or any employee, consultant or
                  director of a Group member has received any indication (from
                  whatever source) that any such process, notice or
                  communication might be issued or that any person might make or
                  has made a complaint to a Competition Authority against any
                  Group member or any employee, consultant or director of a
                  Group member .

         17.4     No Group member or any employee, consultant or director of a
                  Group member has made any complaint or provided any
                  information or made any application for leniency or for a
                  no-action letter to any Competition Authority in respect of
                  any matter, whether or not the Group member is or was a party
                  to or is or was involved in such matter and no circumstances
                  exist or have existed which may give rise to the Group member
                  or any employee or consultant of a Group member making any
                  such complaint or providing any such information or making any
                  application for leniency or for a no-action letter.

         17.5     No director of a Group member has been or is the subject of a
                  Competition Disqualification Order within the meaning of
                  section 204 of the Enterprise Act 2002 or has given any
                  Competition Disqualification Undertaking within the meaning of
                  section 9B(2) of the Company Directors Disqualification Act
                  1986 and no such director is or has been the subject of any
                  investigation, process, notice or communication which may
                  result in such an Order being made or undertaking being
                  offered.

                                                                              52

<PAGE>

         17.6     No employee, consultant, or director of a Group member is or
                  at any material time was guilty of an offence under section
                  188 Enterprise Act 2002 (the "cartel offence") or of any
                  attempt, conspiracy or incitement to commit the cartel offence
                  or of aiding, or abetting a person to commit the cartel
                  offence.

         17.7     No employee, consultant or director of a Group member has been
                  convicted for of a cartel offence within the meaning of
                  section 188 Enterprise Act 2002 or, has been the subject of
                  any investigation, process, notice or communication relating
                  to a cartel offence.

         17.8     No Group member is or has been in receipt of any state aid
                  within the meaning of Article 87 of the EC Treaty or Article
                  61 of the Agreement on the European Economic Area.

         17.9     No notice has been received by the Company from any
                  governmental authority that the transaction contemplated by
                  this agreement violates any statute or regulation or that such
                  transaction requires regulatory consent or authorisation which
                  consent or authorisation has not been obtained.

18.      SUBSIDIARIES

         The Company has not since its incorporation had any subsidiary or
         subsidiary undertaking apart from the Subsidiaries and has not been the
         subsidiary of any other company and the Company is not the legal or
         beneficial owner of any shares of any other company other than the
         Subsidiaries listed in schedule 2.

19.      ADMINISTRATION

         19.1     The register of members and statutory books of each member of
                  the Group contain accurate records of those persons who are
                  shareholders of each member of the Group and of all other
                  information they are required to contain under the Companies
                  Act. Every document required by the Companies Acts to be filed
                  with the Registrar of Companies has been duly filed and
                  compliance has been and is being made by the Group with the
                  Companies Acts.

         19.2     The copy of the certificate of incorporation and memorandum
                  and articles of association (and each certificate of
                  incorporation on change of name) of each member of the Group
                  annexed to the Disclosure Letter is accurate and complete in
                  all respects, includes copies of all resolutions and documents
                  required to be incorporated

                                                                              53

<PAGE>

                  therein and fully sets out all rights attaching to each class
                  of the share capital of each member of the Group and the
                  register of members and other statutory books of each member
                  of the Group have been properly kept and contain a true,
                  accurate and complete record of all the matters which should
                  be dealt with therein and no notice or allegation that any of
                  the same is incorrect or should be rectified has been
                  received.

         19.3     Each member of the Group was incorporated in accordance with
                  its memorandum and articles of association and is validly
                  existing and is entitled to carry on the business now carried
                  on by it.

         19.4     All legal requirements in connection with the formation of
                  each member of the Group have been observed.

         19.5     All special resolutions passed by each member of the Group
                  have been disclosed to the Purchaser in writing.

         19.6     No member of the Group has at any time carried on any business
                  other than the business carried on at the date hereof.

         19.7     No member of the Group has given any power of attorney or any
                  other authority (express, implied or ostensible) which is
                  still outstanding or effective to any person to enter into any
                  contract or commitment or do anything on its behalf (other
                  than any authority of directors or employees to enter into
                  routine trading contracts in the normal course of their
                  duties).

         19.8     As regards the Company or any member of the Group, no order
                  has been made or petition presented or resolution passed for
                  its winding-up, no distress, execution or other process has
                  been levied on any of its assets, it has not suspended payment
                  and is not insolvent or unable to pay its debts within the
                  meaning of section 123 of the Insolvency Act 1986, no receiver
                  has been appointed or could be appointed by any person of its
                  business or assets or undertaking or any part thereof and
                  there is no unfulfilled or unsatisfied judgment, arbitration
                  award or court order or arbitration order outstanding against
                  it.

         19.9     In respect of each member of the Group, there are no
                  restrictions on the exercise of the powers of the Directors or
                  unusual requirements as to decorum or the manner of holding of
                  board meetings.

                                                                              54

<PAGE>

         19.10    The only Directors of each member of the Group are the persons
                  whose names are listed in respect of it in Schedule 2 and no
                  member of the Group has any alternate, de facto or shadow
                  directors nor any observer or other person entitled or
                  accustomed to attend at or receive notice of board meetings or
                  have any say or right to vote at board meetings.

         19.11    No share in the capital of any member of the Group has been
                  issued for a consideration other than cash.

         19.12    No share in the capital of any member of the Group has been
                  issued or transferred except in accordance with its memorandum
                  and articles of association. No member of the Group has
                  redeemed or purchased or agreed to redeem or purchase any of
                  its share capital or pass any resolutions or made any
                  capitalisation of reserves.

         19.13    No Director or secretary of any member of the Group is
                  interested in the share capital of any member of the Group.

         19.14    The Company has no interest in the shares or other securities
                  of any company which is not a Subsidiary and no interest in
                  any business other than that of the Company and has not agreed
                  to acquire any such shares, securities or interests or held
                  any such shares, securities or interest at any time.

20.      PERMITS AND ENVIRONMENTAL MATTERS

         20.1     The Disclosure Letter contains a complete and accurate list of
                  all material Permits held by each member of the Group as of
                  the date of this agreement (grouping the Permits listed by
                  Group member). These listed Permits are all the material
                  Permits that each Group member is required to hold or obtain
                  in order lawfully to conduct its business as it is currently
                  conducted and as it has been conducted during the 12 months
                  prior to Completion. For the avoidance of doubt, a Permit
                  shall not be considered material if the only penalty for any
                  one or more failures by any Group member to obtain the Permit
                  prior to the date of this agreement is a fine or fines not
                  exceeding(pound)5,000 in the aggregate .

         20.2     Except as set out in the Disclosure Letter:

                  20.2.1   all Permits listed in the Disclosure Letter are valid
                           and in full force and effect;

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<PAGE>

                  20.2.2   since 21 December 2000 each member of the Group has
                           conducted the Group's business in all material
                           respects in compliance with applicable Permits and is
                           currently conducting the Group's business in all
                           material respects in compliance with the applicable
                           Permits listed in the Disclosure Letter (provided
                           that any matter covered by the notification procedure
                           from the Environment Agency shall be disclosed under
                           paragraph 20.2.3 below);

                  20.2.3   since 21 December 2000 no Group member has received
                           any notification from any Relevant Authority
                           requiring any remedial or corrective action to be
                           taken in relation to a Permit (whether or not a
                           material Permit);

                  20.2.4   no remedial or corrective action that any Relevant
                           Authority has required any Group member to take since
                           21 December 2000 in relation to any Permit (whether
                           or not material) remains outstanding;

                  20.2.5   so far as the Warrantors are aware, there are no
                           events or other facts or circumstances which, if they
                           were known by a Relevant Authority, would be likely,
                           in the reasonable opinion of the Warrantors, to give
                           rise to a notification from the Relevant Authority
                           requiring a Group member to take any remedial or
                           corrective action in relation to a material Permit.

         20.3     Except as set out in the Disclosure Letter:

                  20.3.1   other than matters disclosed pursuant to warranty
                           20.2, since 21 December 2000 no Group member has
                           received any notice or other communication from any
                           Relevant Authority in respect of the business carried
                           on by any Group member or in relation to any property
                           at any time owned, occupied or controlled by any
                           Group member alleging any breach of or failure to
                           comply with Environmental Laws;

                  20.3.2   no notice or other communication (if any) set out in
                           the Disclosure Letter in respect of paragraph 20.3.1
                           (i) has resulted in the Relevant Authority issuing an
                           enforcement notice to or otherwise requiring remedial
                           or corrective action by a Group member or (ii) in the
                           reasonable opinion of the Warrantors is likely to
                           result in the Relevant Authority issuing an
                           enforcement notice to or otherwise requiring remedial
                           or corrective action by a Group member.

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                  20.3.3   so far as the Warrantors are aware, there are no
                           events which have occurred since 21 December 2000
                           which, in the reasonable opinion of the Warrantors,
                           if they were known by a Relevant Authority and
                           uncorrected, could give rise to the Relevant
                           Authority issuing an enforcement notice in relation
                           to Environmental Laws.

                                                                              57

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                                     PART 2

                                Property matters

TITLE

1.       The Properties comprise all the land and premises owned, occupied or
         otherwise used by the Group.

2.       Those of the Properties which are occupied or used by the Group in
         connection with any business carried on by the Group are so occupied or
         used by right of ownership or under lease or licence.

3.       The information contained in schedule 6 as to the current use and
         tenure of the Properties, the principal terms of the leases or licences
         under which the same are occupied or used by the Group and the
         principal terms of the tenancies or licences subject to and with the
         benefit of which the Properties are held is true and accurate.

4.       The relevant Group Company is the legal and beneficial owner of each of
         the Properties and the Group has good and marketable title to each of
         the Properties and all deeds and documents necessary to prove the title
         of the Group to the Properties are in the possession or under the
         control of the Group.

5.       The Group is in physical possession and actual occupation of the
         Properties on an exclusive basis and no right of occupation or
         enjoyment has been acquired or is in the course of being acquired by
         any third party or has been granted or agreed to be granted to any
         third party.

6.       So far as the Vendor's are aware the Vendors have Disclosed copies of
         all title deeds and documents relating to the Properties all of which
         have been properly stamped and, where necessary, duly registered and
         the documents of title to be delivered to the Purchaser on Completion
         will consist of original documents or properly marked and examined
         extracts.

7.       In the case of any leases of the Properties which are registerable at
         the Land Registry the relevant lease has been registered at the Land
         Registry.

8.       So far as the Vendor is aware the Properties are not subject to any
         restrictive covenants, easements, licences, restriction, overriding
         interests, options, charges, rights of pre-emption, rights of first
         refusal.

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STATUTORY OBLIGATIONS

9.       For the purposes of this paragraph the "PLANNING ACTS" means:

         the Town and Country Planning Act 1990

         the Planning (Listed Buildings and Conservation Areas) Act 1990

         the Planning (Hazardous Substances) Act 1990

         the Planning (Consequences Provisions) Act 1990

         the Planning and Compensation Act 1991

10.      Since 21 December 2000 no notice has been received by any member of the
         Group stating that it is in breach of any applicable statutory
         requirements with respect to the Properties and in particular (but
         without limitation) with requirements as to fire precautions and means
         of escape in case of fire and with requirements under the Public Health
         Acts, the Housing Acts, the Highways Acts, the Offices Shops and
         Railway Premises Act 1963, the Health and Safety at Work, etc. Act
         1974, the Factory Acts and the London Building Acts and the Planning
         Acts.

11.      Planning permission has been obtained, or is deemed to have been
         granted, for the purposes of the Planning Acts with respect to all
         existing development and use of each part of the Properties, and no
         such planning permission has been suspended or called in, and no
         application for planning permission is awaiting decision.

12.      Since 21 December 2000 building regulation consents have been obtained
         with respect to all development, alterations and improvements to the
         Properties.

13.      Compliance is being and since 21 December 2000 has been made with all
         planning permissions, orders and regulations issued under the Planning
         Acts and all building regulation consents and bye-laws in force with
         respect to the Properties.

14.      So far as the Vendors are aware all planning consents and permissions
         affecting the Properties have been satisfied or fully observed and
         performed up to the date of this agreement.

LEASEHOLD PROPERTIES

15.      There are no negotiations or proceedings pending in relation to rent
         reviews.

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16.      The Group has paid the rent and materially observed and performed the
         covenants on the part of the tenant and the conditions contained in
         each of the leases (which expression includes underleases) under which
         any of the Properties are held.

17.      No notice has been received by the Company stating that it has failed
         to observe and perform the covenants on the part of the lessee and the
         conditions contained in any leases (which expression includes
         underleases) under which any of the Properties are held.

18.      The Vendors are not aware of any notice having been served by a
         landlord or superior landlord stating that the Company is operating
         without the necessary licences, consents and approvals required from
         the landlords and any superior landlords under any leases of any of the
         Properties have been obtained, and so far as the Vendors are aware no
         notice has been received stating that the covenants on the part of the
         tenant contained in such licences, consents and approvals have not been
         duly performed and observed.

19.      There is no outstanding, unobserved or unperformed obligation necessary
         to comply with any notice given by or on behalf of the landlord under
         any lease of the Properties.

20.      Since 21 December 2000 there have been and are no disputes with any
         landlord.

21.      So far as the Vendors are aware no notice has been served on the
         Company the contents of which are likely to lead to a dispute.

TENANCIES

22.      The Properties are held subject to and with the benefit of the
         tenancies (which expression includes subtenancies) as set out in
         schedule 6.

23.      No member of the Group is aware of any material or persistent breaches
         of covenant by a tenant of any of the Properties including the
         covenants to pay rent and no guarantor or surety has been released
         expressly or by implication.

24.      Save as set out in the Disclosure Letter the Company does not have any
         continuing liability in respect of any other property formerly occupied
         by the Company either as original contracting party or by virtue of any
         direct covenant having been given on a sale or assignment to the
         Company or as a guarantor of the obligations of any other person in
         relation to such property.

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

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<PAGE>

26.      No notice relating to the use and enjoyment of the Properties has been
         received or given so far as the Vendors are aware or so far as the
         Vendors are aware is likely to be received or given in any
         circumstances.

27.      All the Properties enjoy access and egress over roads which have been
         adopted by the appropriate highway authority and are maintainable at
         the public expense. The Properties drain into public sewers and is
         served by water, electricity and gas utilities, pipes, sewers, wires,
         cables, conduits and other conducting media and connect to the mains

28.      No outstanding notices, complaints or requirements have been issued or
         made (whether formally or informally) by any competent authority or
         undertaking exercising statutory or delegated powers in respect of the
         Properties or the user applicable to the Properties.

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                                     PART 3

                                    PENSIONS

1.       Other than the Schemes, there are not any (nor have there ever been
         any) schemes, agreements, arrangements, customs or practices for, and
         (other than in respect of the Schemes) there are not any liabilities in
         respect of, the payment of or contribution towards any Specified
         Benefits for the benefit of any Specified Person and/or any Specified
         Dependant, and no proposal, promise or assurance to establish, continue
         or improve any such scheme, agreement or arrangement has been
         communicated to any Specified Person and/or any Specified Dependant.

2.       Complete and accurate material details of the Schemes have been
         disclosed to the Purchaser including (without limitation):

         2.1      For each of the GPP and the Stakeholder Scheme, all
                  explanatory booklets, announcements and other communications
                  provided to each Specified Person and/or each Specified
                  Dependant;

         2.2      For the Death in Service Scheme:

                  2.2.1    the document that established the scheme;

                  2.2.2    the current rules of the scheme;

                  2.2.3    any amendments to the current rules of the scheme;

                  2.2.4    any documents on the participation of companies in
                           the scheme;

                  2.2.5    full details of the current trustees of the scheme
                           and any documents on the change of trustees of the
                           scheme; and

                  2.2.6    all explanatory booklets, announcements and other
                           communications provided to each Specified Person
                           and/or each Specified Dependant.

3.       Complete and accurate details of each Specified Person who is an active
         member of any of the Schemes are listed in the Disclosure Letter and no
         other Specified Person is a member of any of the Schemes. The details
         listed in the Disclosure Letter include full information on the
         contributions currently paid by each Group member and by each Specified
         Person to any of the Schemes.

4.       All contributions due to be paid to each of the Schemes by each Group
         member and by each Specified Person, all insurance premiums due to be
         paid to each of the Schemes by each Group member, and all fees and
         expenses in relation to each of the Schemes due to be paid by

                                                                              62

<PAGE>

         each Group member have been paid as they fall due. Full details of any
         contributions and/or premiums that will be due within the next month,
         and of any fees and expenses in respect of which work has been
         undertaken but for which payment is not yet due, are set out in the
         Disclosure Letter.

5.       The Death in Service Scheme is an exempt approved scheme within the
         meaning of section 592 of Taxes Act and has been since its
         commencement. There is, as far as the Vendors are aware, no reason why
         such approval may be withdrawn.

6.       The GPP and the Stakeholder Scheme are each approved for the purposes
         of Chapter IV of Part XIV of Taxes Act and have been since their
         commencement. There is, as far as the Vendors are aware, no reason why
         such approval may be withdrawn.

7.       No Specified Person is in contracted out employment as defined in
         section 7 of the Pension Schemes Act 1993 by reference to any of the
         Schemes.

8.       There are no actions, proceedings, claims or complaints against any
         Group member in relation to any of the Schemes, or, so far as the
         Vendors are aware, against any of the Schemes, pending or threatened by
         or in respect of any Specified Person or any Specified Dependant
         relating to any act, event, omission or other matter arising out of or
         in connection with any of the Schemes.

9.       With effect from 8 October 2001, each Group member has designated a
         registered stakeholder pension scheme in accordance with the
         requirements of the Welfare Reform and Pensions Act 1999 (and
         Regulations made under it) in relation to all of its "relevant
         employees" (as defined for the purposes of that Act).

10.      Each Specified Person who is entitled to membership of any of the
         Schemes (whether under the Scheme's documentation, under any contract
         of employment or by reason of any applicable law or implication of law
         or otherwise) was informed in writing of such entitlement on or before
         the date he was first entitled to join.

11.      No Group member has discriminated at any time against any Specified
         Person or any Specified Dependant in respect of any of the Schemes
         contrary to the Equal Treatment Requirements.

12.      There has at all times been in place in respect of the GPP a record of
         the direct payment arrangements as required by section 111A of the
         Pension Schemes Act 1993 and all contributions have been paid in
         accordance with such records.

13.      All benefits under the Death in Service Scheme are fully insured with
         an insurance company that is carrying on ordinary long-term insurance
         business in the European Union, and, so far

                                                                              63

<PAGE>

         as the Vendors are aware, there are no grounds on which such insurer
         could avoid liability for full payment of any such benefits.

14.      Each Group member has complied with all of its material obligations in
         respect of each of the Schemes, and, as far as the Vendors are aware,
         each of the Schemes has been operated and administered in accordance
         with all applicable laws and regulatory requirements.

15.      No Group member is liable to provide or contribute towards Specified
         Benefits as a result of the application of the Transfer of Undertakings
         (Protection of Employment) Regulations 1981 (SI 1981/1794) to any
         transfer to any Group member of an undertaking.

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<PAGE>

                                   SCHEDULE 4

                                    TAXATION

                                     PART 1

                         DEFINITIONS AND INTERPRETATION

1.       In this schedule the following words and expressions shall (except
         where the context otherwise requires) have the following meanings:

         "ACCOUNTS RELIEF" means a Relief which has been treated as an asset in
         the Completion Accounts or which was taken into account in computing
         (and so reducing) any provision for Taxation which appears in the
         Completion Accounts or which has resulted in no provision for Taxation
         in the Completion Accounts;

         "ACTUAL TAX LIABILITY" means any liability of the Company to make a
         payment of or increased payment of Tax;

         "CLAIM FOR TAX" means any claim, notice, demand, assessment, letter or
         other document issued or any action taken by or on behalf of any person
         (including the Company) or Tax Authority whether before or after the
         date hereof from which it appears that the Company has or may have a
         Tax Liability;

         "EFFECTIVE TAX LIABILITY" shall have the meaning given in paragraph 3
         of this part 1;

         "EVENT" means any act, omission, event or transaction (including the
         execution of, and Completion of, this Agreement), action or omission
         and includes further (without limitation) the death of any person; a
         company becoming, being or ceasing to be a member of a group of
         companies (however defined) for the purposes of any Tax and references
         to an Event occurring on or before Completion shall be deemed to
         include any combination of two or more Events only the first of which
         shall have occurred on or before Completion where the Event or Events
         occurring after Completion is or are:

         (1)      the completion of the disposal of any asset which was
                  contracted to be sold on or before Completion or the
                  performance of any other act by virtue of an agreement entered
                  into on or before Completion;

         (2)      the satisfaction of a condition to which the disposal of any
                  asset pursuant to a contract entered into on or before
                  Completion is subject (in which case the disposal shall, for

                                                                              65

<PAGE>

                  the purposes of this Agreement be treated as having been made
                  before Completion and any Taxation Liability arising from such
                  disposal shall be treated as having arisen before Completion);

         (3)      the issue or making of any Tax Claim;

         (4)      the bringing into the United Kingdom of any document executed
                  prior to Completion outside the United Kingdom or the
                  presentation of any document executed prior to Completion for
                  stamping;

         (5)      the exercise of any option granted on or before Completion; or

         (6)      the death of any person.

         "GROUP RELIEF" means any of the following:

         (1)      group relief capable of being surrendered or claimed pursuant
                  to Chapter IV Part X of the ICTA as amended and supplemented
                  by the Finance Act 1998;

         (2)      advance corporation tax capable of being surrendered or
                  claimed pursuant to regulation 15 of the Corporation Tax
                  (Treatment of Unrelieved Surplus Advance Corporation Tax)
                  Regulations 1999;

         (3)      a tax refund capable of being surrendered or claimed under
                  section 102 of the Finance Act 1989;

         "POST COMPLETION RELIEF" means a Relief to the extent that it arises by
         reference to an Event occurring after Completion;

         "PURCHASER'S GROUP" means the Purchaser and any companies within the
         same group or association of companies as the Purchaser for the
         purposes of the relevant Tax Statute;

         "RELIEF" means any loss, relief, allowance, credit deduction, exemption
         or set-off against income or profits in calculating profits for the
         purposes of any Tax or against or in respect of Tax or any right to
         repayment of Tax;

         "TAXATION" or "TAX" means any form of taxation, tariff levy, impost,
         duty, charge, contribution, deduction or withholding in each case in
         the nature of taxation whenever imposed, collected or assessed by, or
         payable to, a Tax Authority and any penalty, charge or interest
         relating to any of the above or to any reporting or filing obligation
         in respect of any of

                                                                              66

<PAGE>

         the above and any liability to make a payment by way of indemnity,
         damages or management charger connected in any way with any taxation
         (in all cases, regardless of whether such taxes, penalties, charges or
         interest are directly or primarily chargeable against or attributable
         to the Company or any other person and regardless of whether the
         Company has, or may have, any right of reimbursement against any other
         person) but excluding the Uniform Business Rate, Council Tax, water
         rates and other local authority rates or charges;

         "TAX AUTHORITY" means the Commissioners of Inland Revenue, the
         Commissioners of Customs and Excise, or any authority or body, whether
         of the United Kingdom or elsewhere and whether national or otherwise
         having the power or authority or other function in relation to Tax;

         "TAX CLAIM" means a claim under any Tax Warranty or the Tax Covenant;

         "TAX LIABILITY" means any Actual Tax Liability, Effective Tax Liability
         or other liability of the Company which is relevant for the purposes
         this schedule;

         "TAX STATUTE" means any primary or secondary statute, instrument,
         enactment, order, law, by-law or regulation making any provision for or
         in relation to Tax;

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

         "VAT" means Value Added Tax.

2.       In this schedule "COMPANY" shall in addition to the Company include
         every Subsidiary to the intent and effect that the provisions of this
         schedule shall apply to, and be given in respect of, each Subsidiary as
         well as the Company.

3.       In this schedule an "EFFECTIVE TAX LIABILITY" shall mean the following:

         3.1      the loss in whole or in part of any Accounts Relief;

         3.2      the set-off of any Post Completion Relief or any Accounts
                  Relief against any Tax or against income, profits or gains in
                  circumstances where, but for such utilisation or set-off, an
                  Actual Tax Liability would have arisen in respect of which the
                  Warrantors would have been liable to make a payment to the
                  Purchaser under this schedule.

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<PAGE>

4.       The value of an Effective Tax Liability shall be as follows:

         4.1      where the Effective Tax Liability involves the
                  non-availability of any Accounts Relief:

                  4.1.1    if the Accounts Relief was not or is not a right to
                           repayment of Tax, the amount of Tax which would have
                           been saved but for the loss of the Accounts Relief;
                           or

                  4.1.2    if the Accounts Relief was or is a right to repayment
                           of Tax, the amount of the right which is lost;

         4.2      where the Effective Tax Liability involves the set-off of a
                  Post Completion Relief or an Accounts Relief, the value of the
                  Effective Tax Liability shall be the amount of Tax saved by
                  such set-off.

5.       Any reference to a Tax Liability in respect of income, profits or gains
         earned, accrued or received shall include a Tax Liability in respect of
         income, profits or gains deemed to have been or treated or regarded as
         earned, accrued or received and any reference to Tax Liability on the
         happening of any Event shall include Tax Liability where such Event
         (for the purposes of Tax) is deemed to have occurred or is treated or
         regarded as having occurred.

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<PAGE>

                                     PART 2

                                 TAX WARRANTIES

TAX RETURNS AND COMPLIANCE

1.       The Company has at all times submitted all information, notices,
         accounts, statements, reports, computations and relevant Tax returns to
         the relevant Tax Authorities by the requisite dates and are neither the
         subject of any dispute nor so far as the Warrantors are aware are
         likely to become the subject of any material dispute.

2.       The Company has paid or set off with a Relief every Tax Liability which
         has fallen due.

3.       The Company has properly operated the PAYE and National Insurance
         contributions systems and made all deductions, withholdings and
         retentions required to be made in respect of any actual or deemed
         payment made or benefit provided on or before Completion and has to the
         extent required by law accounted for all such deductions, withholdings
         and retentions.

4.       The Company has maintained and has in its possession, and under its
         control, all records and documentation that it is required by any Tax
         Statute to maintain and preserve.

5.       In the last three years the Company has not been and, so far as the
         Warrantors are aware, is not likely to be subject to any investigation
         or non-routine audit or visit by any Tax Authority.

6.       The Company is not, nor, so far as the Warrantors are aware, will it
         become, liable to pay, to reimburse or to indemnify any person
         (including a Tax Authority) in respect of the Taxation liability of a
         third person whether or not as a consequence of that third person
         failing to discharge that liability.

7.       No transaction has been entered into by the Company in respect of which
         the Company is required to make a specific return, provide information,
         or make any claim for relief, election, appeal, disclaimer or
         application to postpone the payment of Taxation to any Tax Authority
         and in respect of which the time for making such application will
         expire on or after Completion.

8.       No Tax Authority has agreed to operate any special arrangement (being
         an arrangement which is not based on a strict and detailed application
         of the relevant legislation, generally published statements of practice
         or generally published extra-statutory concessions) in relation to any
         Company's affairs.

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<PAGE>

9.       Each Company has complied with all notices served on it by any Tax
         Authority and no such notice remains outstanding.

10.      No Company has been a party to a transaction in respect of which a
         consent, clearance or claim for relief from any Tax Authority was
         required.

GENERAL PROVISIONS FOR TAX

11.      To the extent required by generally accepted accounting principles,
         provision or reserve was made in the Accounts in respect of every Tax
         Liability including for the avoidance of doubt any deferred tax
         liability for which the Company at the Accounts Date was or may have
         been liable or accountable whether or not such Tax Liability was or is
         a primary liability of the Company, and whether or not the Company had,
         has or may have any right of reimbursement against any other person.

BASE VALUES AND ACQUISITION COSTS

12.      No Company owns nor has agreed to acquire or dispose of any asset the
         consideration for the acquisition or disposal of which was or will be
         in excess of its market value.

DISTRIBUTIONS AND PAYMENTS

13.      Any interest or other amount payable, or which may become payable, in
         respect of any security issued by any Company and remaining in issue at
         today's date falls or would fall under legislation currently in force
         to be treated as a distribution under section 209 (Meaning of
         "distribution") or section 418 (Distribution to include certain
         expenses of close companies).

14.      The Company has not repaid, or agreed to repay, or redeemed, or agreed
         to redeem, or purchased or agreed to purchase or granted an option
         under which it may become liable to purchase, any shares of any class
         of its issued share capital, or capitalised or agreed to capitalise, in
         the form of debentures or redeemable shares, any profits or reserves of
         any class or description; and the Company has not issued or agreed to
         issue any share capital or security as paid up otherwise than by the
         receipt of new consideration (within the meaning of Part VI ICTA) or
         passed or agreed to pass any resolution to do so.

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<PAGE>

TAX RESIDENCE AND STATUS

15.      For the purposes of United Kingdom Taxation the Company has been
         resident in the United Kingdom at all times since its incorporation and
         will be so resident at Completion, and the Company is not, nor has ever
         been resident in any other jurisdiction for any Taxation purpose.

16.      The Company has not, nor at any time has had, a permanent establishment
         or other presence for Taxation purposes in any jurisdiction other than
         the United Kingdom.

CORPORATION TAX ON CHARGEABLE GAINS

17.      Since the Accounts Date the Company has not entered into or been a
         party to a transaction which will or may give rise to a liability to
         corporation tax on chargeable gains other than transactions entered
         into in the ordinary course of business of the Company.

18.      No liability has fallen on any Company under section 179 TCGA (Company
         ceasing to be a member of a group) and no Company owns any asset in
         respect of which any such liability may arise.

19.      No Company has entered into or will, on or before Completion, enter
         into an election under section 179A TCGA (Re-allocation within group of
         grain or loss accruing under section 179).

20.      No Company has made any claim under sections 152 to 156 (Roll-over
         relief on replacement of business assets), 175 (Replacement of business
         assets by members of a group) or 247 (Roll-over relief on compulsory
         acquisition) TCGA or under any other provision which could affect the
         amount of any gain accruing or treated as accruing on a disposal of any
         asset by any Company; and no claim has been made or is capable of being
         made by any other company which affects or could affect the amount of
         value of the consideration for the acquisition of any asset by any
         Company which is to be taken into account in calculating any gain on a
         subsequent disposal.

CLOSE COMPANIES

21.      The Company is a close company as defined in section 414 of the Taxes
         Act.

22.      No distribution within section 418 ("distribution" to include certain
         expenses of close companies) has been made by the Company, and no such
         distribution will be made prior to Completion.

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<PAGE>

23.      No loan, advance, release, write-off, consideration or transaction
         within sections 419 to 422 (Loans to participators) (inclusive) has
         been made, given or effected by the Company.

24.      The Company has not made a transfer of the kind referred to in section
         125 TCGA (Shares in close company transferring assets at an
         undervalue).

INHERITANCE TAX

25.      Neither the assets nor the shares of the Company are, or may be,
         subject to any charge by virtue of section 237 of the Inheritance Tax
         Act 1984 and no person has, or may have the power under section 212 of
         the Inheritance Tax Act 1984 to raise any capital transfer tax or
         inheritance tax by sale or mortgage of, or a charge on any of the
         Company's assets or shares.

TAX AVOIDANCE

26.      The Company has not entered into or been a party to any transaction,
         series of transactions, scheme or arrangement which will for any
         Taxation purpose be disregarded, reconstructed or otherwise treated as
         being different from the transaction, series of transactions, scheme or
         arrangement as contemplated or intended by the Company.

27.      No Tax Authority has investigated any transaction, series of
         transactions, scheme or arrangement involving any Company with a view
         to applying section 770A (Provision not at arm's length) and Schedule
         28AA (Provision not at arm's length), or equivalent legislation or
         legal principles in any other country, and since 1 April 2004 no
         circumstances exist which could so far as the Vendors are aware result
         in any liability or increased liability of any Company to Taxation if
         such investigation were undertaken.

28.      In relation to section 770A (Provision not at arm's length) and
         Schedule 28AA (Provision not at arm's length), since 1 April 2004 each
         Company has complied with its obligations under the corporation tax
         self assessment regime and in particular, but without prejudice to the
         above, has complied with, and prepared and retained any relevant
         records referred to in, the guidance published by the Inland Revenue in
         Tax Bulletin no. 37 of October 1998.

GROUPS

29.      No Company:

         29.1     surrendered any amounts of or by way of group relief, advance
                  corporate tax or tax refund;

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         29.2     claimed any amounts of or by way of group relief, advance
                  corporation tax or tax refund;

         29.3     made any payments for or repayments of group relief,
                  surrendered advance corporation tax or tax refund; or

         29.4     entered into any agreements or arrangements relating to group
                  relief or the surrender of either advance corporation tax or
                  tax refunds,

         other than to, from or with another company.

STAMP DUTY/STAMP DUTY LAND TAX

30.      Each document in the possession or under the control of the Company, or
         to the production of which the Company is entitled and on which the
         Company relies or may rely on as purchaser or lessee and which in the
         United Kingdom or elsewhere requires any stamp or mark to denote that:

         30.1     any duty, tax or fee required to be paid by law has been paid;
                  or

         30.2     a duty, tax or fee referred to in paragraph 30.1 is not
                  required to be paid, or that the document in question or the
                  Event evidenced by it qualifies from a relief or exemption
                  from such duty, tax or fee; or

         30.3     the document has been produced to the appropriate authority

         has been properly stamped or marked as appropriate and no such document
         which is outside the United Kingdom would attract stamp duty if it were
         to be brought into the United Kingdom.

31.      Within the three years ending on the date of this agreement no Company
         has been associated for the purposes of paragraph 1 of Schedule 7, FA
         2003 (Group Relief) with any other company (other than a Company) which
         has been a party to any transaction for which any claim for relief or
         exemption under that paragraph has been made.

32.      Within the three years ending on the date of this agreement no Company
         has had control of, or been under the control of or under the same
         control as, any other company (other than a Company) which has been a
         party to any transaction for which any claim for relief or exemption
         has been made under Paragraphs 7 and 8 of Schedule 7 FA 2003
         (Reconstruction

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         Relief and Acquisition Relief). For the purposes of this warranty
         "control" has the meaning given in section 416 (Meaning of "associated
         company" and "control").

33.      The Company has not entered into a contract for a land transaction on
         which there will be an outstanding balance of stamp duty land tax to
         pay on completion of the land transaction.

34.      A land transaction return (as defined by section 76, FA 2003), has been
         promptly and correctly filed with the Inland Revenue in respect of all
         notifiable land transactions and registered in the Register, in each
         case, where required to be done or delivered by the Company, and, for
         the purposes of this warranty, "Register" means each and any of the
         Chief Land Registrar of England and Wales, the Keeper of the Registers
         of Scotland, or the Land Registry of Northern Ireland or in the
         Registry of Deeds for Northern Ireland.

35.      The Company has not entered into any land transaction where the whole
         or part of the chargeable consideration for the transaction is
         uncertain, contingent or unascertained.

INTANGIBLE FIXED ASSETS

36.      The Company does not own any of the intangible fixed assets for the
         purposes of Schedule 29 FA 2002 (Gains and losses of a company from
         intangible assets).

VALUE ADDED TAX

37.      The Company is registered as a taxable person for the purposes of VAT.

38.      The Company has complied in all respects with all Tax Statutes relevant
         to VAT and guidance published by all relevant Tax Authorities in any
         form whatsoever and has made and obtained full, complete, correct and
         up-to-date records and invoices and other documents appropriate or
         requisite for the purposes of such Tax Statutes and guidance.

39.      The Company:

         39.1     is not in arrears with any payment or returns required under
                  any legislation relating to VAT and is not liable to any
                  abnormal or non-routine payment, or any forfeiture or penalty
                  or default surcharge, or to the operation of any penal
                  provision or to pay any interest relating to VAT;

         39.2     has not been required by Customs and Excise to give security
                  under any legislation relating to VAT; and

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         39.3     does not operate any special scheme or method authorised under
                  the VAT Regulations 1995/2518 or agreed with HM Customs and
                  Excise.

40.      No act or transaction has been effected as a result of which the
         Company is or may be held liable for any VAT chargeable against any
         other company; and the Company is not nor has agreed to become an
         agent, manager or factor for the purposes of VATA of any person.

41.      The Company does not have an interest in any land or buildings in
         relation to which an election has been made, either by the Company or
         by any other person, to waive exemption from VAT under the provisions
         of Schedule 10 VATA (Buildings and land).

42.      The Company does not have any interest in any building or civil
         engineering work which is either incomplete at the date of this
         agreement or was completed for the purposes of Group 1, Schedule 9 VATA
         (Exemptions: land) less than three years prior to the date of this
         agreement.

43.      The Company does not own any item to which Part XV of the Value Added
         Tax Regulations 1995 (Capital goods scheme) applies and in respect of
         which the period of adjustment will not have expired on or before
         Completion.

CAPITAL ALLOWANCES

44.      Since the Accounts Date the Company has not done, or omitted to do, or
         agreed to do or permitted to be done, any act (other than the sale of
         an asset at a price equal to its market value) as a result of which any
         disposal value has been or may be required to be brought into account,
         and there has not been and there will not be any recovery from any
         Company of excess relief, under the CAA.

45.      Since the Accounts Date no Company has done, or has omitted to do, or
         agreed to do, or permitted to be done, any act, or suffered any
         occurrence, as a result of which any balancing charge or allowance has
         arisen or may arise under CAA or other legislation relating to capital
         allowances.

46.      No asset, expenditure on which by any Company has qualified for a
         capital allowance under Part 3 CAA (Industrial building allowances),
         has at any time since that expenditure was incurred been used otherwise
         than as an industrial building or structure for the purposes of that
         Part.

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                                     PART 3

                                  TAX COVENANT

1.       COVENANT

         The Warrantors severally covenant to pay to the Purchaser in the
         proportions set opposite the name of the relevant Warrantor in column 5
         of schedule 1 an amount equal to:

         1.1      any Actual Tax Liability which arises by reference to an Event
                  occurring (or deemed to occur) or income, profits or gains
                  earned, accrued or received (or deemed to be earned, accrued
                  or received) on or before Completion;

         1.2      the value of any Effective Tax Liability;

         1.3      any liability for Inheritance Tax which:

                  1.3.1    has at Completion given rise to a charge on any of
                           the shares or assets of the Company or given rise to
                           a power to sell, mortgage or charge any of the shares
                           or assets of the Company; or

                  1.3.2    after Completion gives rise to a charge on any of the
                           shares or assets of the Company or gives rise to a
                           power to sell, mortgage or charge any of the shares
                           or assets of the Company and which arises as a result
                           of a transfer of value occurring or being deemed to
                           occur on or before Completion (whether or not in
                           conjunction with the death of any person whenever
                           occurring);

         1.4      any amount required to be accounted under the pay as you earn
                  system by the Purchaser or the Company and any national
                  insurance contributions (together in each case, with any fine,
                  penalty and interest relating to the same) as a result of a
                  sale of the Shares by the Vendors or any of them pursuant to
                  this agreement;

         1.5      any Tax Liability which is primarily the liability of another
                  person (the "PRIMARY PERSON") for which the Company is liable
                  in consequence of:

                  1.5.1    the Primary Person failing to discharge such Tax
                           Liability; and

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                  1.5.2    the Company at any time before Completion:

                           1.5.2.1  being a member of the same group of
                                    companies as the Primary Person; or

                           1.5.2.2  having control of, being controlled by, or
                                    being otherwise connected with, the Primary
                                    Person or being controlled by the same
                                    person as the Primary Person,

                  for any Tax purpose

         1.6      any liability of the Company arising from an obligation to
                  repay the whole or any part of any payments received for Group
                  Relief (other than from another Company) pursuant to an
                  arrangement entered into by the Company on or before
                  Completion.

         1.7      any amount paid (all payable to the extent it is not yet
                  actually paid) by the Company for a surrender to it of Group
                  Relief in respect of any period ended on or prior to
                  completion, to the extent that such Group Relief is lost,
                  cancelled or disallowed or otherwise proves to be unavailable
                  to set off against income, profits or gains, or tax, for the
                  period in respect of which the surrender is made.

         1.8      the reasonable professional costs properly incurred by the
                  Purchaser or the Company in connection with a successful claim
                  under this part 3 of this schedule.

2.       DEDUCTIONS FROM PAYMENTS

         2.1      All sums payable by the Warrantors under any claim under the
                  Tax Covenant shall be paid gross, free and clear of any rights
                  of counterclaim or set-off and without any deduction or
                  withholding unless the deduction or withholding is required by
                  law in which event the Warrantors shall pay such additional
                  amount as shall be required to ensure that the net amount
                  received and retained (free of any liability) by the Purchaser
                  will equal the full amount which would have been received by
                  it had no such deduction or withholding been required,
                  provided that this paragraph shall not apply to any interest
                  payable under paragraph 5.4 of part 4 of this schedule.

         2.2      If any amount payable under any claim under the Tax Covenant
                  is subject to Tax, the amount so payable shall be grossed up
                  by such amount as will ensure that after deduction of the Tax
                  in question there shall be left an amount equal to the amount
                  that would otherwise be payable under the claim, save that
                  this paragraph shall not apply

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                  to the extent that such Tax arises or is increased as a
                  consequence of any voluntary act of the Purchaser.

         2.3      If, at any time after any increased payment is made by the
                  Warrantors as a consequence of the application of this
                  paragraph 2, the Purchaser receives or is granted a credit
                  against or remission from any Taxation payable by it which it
                  would not otherwise have received or been granted but for such
                  increased payment, the Purchaser shall, to the extent that it
                  can do so without prejudicing the retention of the amount of
                  such credit or remission, reimburse the Warrantors with such
                  amount as the auditors of the Company for the time being
                  determine and certify (at the cost and expense of the
                  Warrantors) to be such portion of such credit or remission as
                  shall leave the Purchaser (after such reimbursement) in no
                  worse a position than it would have been in had the
                  circumstances given rise to the increased payment not in fact
                  arisen. Such reimbursement shall be made not later than 10
                  business days after the Purchaser receives notice from the
                  auditors of a certification under this paragraph 2.3.

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                                     PART 4

                            LIMITATIONS AND PROCEDURE

1.       LIMITATIONS

         The Warrantors shall not be liable under any Tax Warranty or any claim
         under the Tax Covenant in respect of any Tax Liability to the extent
         that:

         1.1      provision, reserve or allowance has been made in the
                  Completion Accounts in respect of any such Tax Liability or to
                  the extent that the payment or discharge of any such Tax
                  Liability has been taken into account in the Completion
                  Accounts;

         1.2      it arises or is increased by the delay or default of the
                  Purchaser or the Company after Completion to pay any amount of
                  Tax to a Tax Authority;

         1.3      such liability arises or is increased as a result of any
                  change in law (primary or delegated), any accounting practice
                  or principle or the published practice of a Tax Authority
                  occurring after the Completion Date (but not announced before
                  that date);

         1.4      such liability arises or is increased as a result of any
                  voluntary act, transaction or omission of the Company or the
                  Purchaser after Completion where the act or transaction was:

                  1.4.1    not required by any legislation or other statutory
                           requirement in force at Completion;

                  1.4.2    not pursuant to a legally binding obligation entered
                           into by the Company on or before Completion;

                  1.4.3    not the presentation for stamping of any document
                           which was entered into prior to Completion; or

                  1.4.4    otherwise than in the ordinary course of business of
                           the Company as carried on at Completion;

         1.5      the liability would not have arisen or would have been reduced
                  or eliminated but for a failure or omission after Completion,
                  on the part of the Company or the Purchaser, to make any
                  claim, election, surrender or disclaimer or to give any notice
                  or consent or to do any other thing under any enactment or
                  regulation relating to Tax the making,

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<PAGE>

                  giving or doing of which was taken into account in computing
                  the provision for Tax in the Completion Accounts and details
                  of such claim, election, surrender, disclaimer, notice or
                  consent were provided to the Purchaser in reasonable time to
                  enable such claim, election, surrender, disclaimer, notice,
                  consent or thing to be made, given or done;

         1.6      the liability is increased as a result of either the Company
                  or the Purchaser failing to act in accordance with the
                  provisions of paragraph 4 of this part of this schedule;

         1.7      the liability arises or is increased as a result of any change
                  after Completion in the bases, methods or policies of
                  accounting of the Purchaser or the Company save where such
                  change is made to comply with a generally accepted accounting
                  principles, the published practice of any Tax Authority, law
                  or rule of any regulatory authority or body in force at the
                  Completion Date;

         1.8      such liability arises as a result of:

                  1.8.1    any voluntary disclaimer by the Company after
                           Completion of the whole or part of any capital
                           allowances claimed before Completion or the
                           entitlement to which was taken into account in
                           preparing the Completion Accounts,

                  1.8.2    the revocation or revision by the Company after
                           Completion of any Relief claimed or the entitlement
                           to which was taken into account in preparation of the
                           Completion Accounts,

         1.9      the income, profits or gains in respect of which the liability
                  arises were actually earned, accrued or received by the
                  Company before Completion but were not reflected in the
                  Completion Accounts where the cost of determining when income,
                  profits or gains were received and/or if they were reflected
                  in the Completion Accounts is borne solely by the Vendors;

         1.10     any Relief, other than an Accounts Relief or a Post Completion
                  Relief, is available to the Company (including by way of group
                  relief from another Company) to relieve or mitigate that Tax
                  Liability;

         1.11     the liability has been satisfied without cost or expense to
                  the Company (otherwise than by the Company, the Purchaser or
                  any member of the Purchaser's Group);or

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<PAGE>

         1.12     such Tax Liability arises or is increased as a consequence of
                  any reduced entitlement to the small companies rate of
                  corporation tax (section 13 of the Taxes Act) where such
                  reduced entitlement results from the Company becoming
                  associated with any company or companies at or following
                  Completion.

2.       The Warrantors shall not be liable in respect of any breach of the Tax
         Warranties if, and to the extent that, the loss incurred is or has been
         included in any claim under the Tax Covenant which has been satisfied
         in full in cleared funds nor shall the Warrantors be liable in respect
         of a claim under the Tax Covenant if, and to the extent that, the
         amount claimed is or has been included in a claim for breach of the Tax
         Warranties which has been satisfied in full.

3.       DURATION AND EXTENT

         3.1      Paragraphs 1.1, 1.3, 1.4 and 6 of schedule 8 of this agreement
                  shall apply in respect of any Tax Claim (with all necessary
                  changes) as if the same were set out and repeated in this part
                  4 of this schedule.

         3.2      Paragraph 1.2 of schedule 8 of this agreement shall apply in
                  respect of any Warranty Claim (with all necessary changes) as
                  if the same were set out and repeated in this part 4 of this
                  schedule.

4.       CONDUCT OF CLAIMS

         4.1      If the Purchaser or the Company become aware of any Claim for
                  Tax which gives or may give rise to a Tax Claim, the Purchaser
                  shall, or shall procure that the Company shall, as soon as
                  practicable (and in any event, in the case of the receipt of a
                  Claim for Tax consisting of any assessment or demand for Tax
                  or for which the time for response or appeal is limited, not
                  less than five clear Business Days prior to the day on which
                  the time for response or appeal expires) give written notice
                  of the Claim for Tax to the Warrantors.

         4.2      If the Warrantors in writing reasonably require, the Purchaser
                  shall, or shall procure that the Company shall, supply the
                  Warrantors with such available and relevant details,
                  documentation, correspondence and information and shall take
                  such action as the Warrantors may reasonably request in
                  writing to negotiate, avoid, dispute, resist, compromise,
                  defend or appeal against the Claim for Tax and any
                  adjudication in respect of the Claim for Tax provided that the
                  Warrantors shall first indemnify the

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<PAGE>

                  Company and the Purchaser to the reasonable satisfaction of
                  the Purchaser against all reasonable costs and expenses which
                  may be incurred in relation to the same.

         4.3      The Warrantors shall have the right to have any action
                  mentioned in paragraph 4.2 conducted by their nominated
                  professional advisers provided that:

                  4.3.1    the appointment of such professional advisers shall
                           be subject to the approval of the Purchaser (such
                           approval not to be unreasonably withheld or delayed
                           and shall be deemed to be given in the event that the
                           Purchaser does not within 15 days of request give a
                           fully reasoned, written response to a request for
                           approval by the Warrantors);

                  4.3.2    the Warrantors keep the Purchaser fully informed of
                           all matters known to them or to Warrantors' advisers,
                           concerning the Tax Claim;

                  4.3.3    the Warrantors provide the Purchaser with copies of
                           all material documents and correspondence relating to
                           the Tax Claim;

                  4.3.4    the Warrantors submit to the Purchaser for prior
                           written approval (not to be unreasonably withheld or
                           delayed) any material communication (written or
                           otherwise) related to the Tax Claim which is to be
                           transmitted to the relevant Tax Authority; and

                  4.3.5    the Warrantors do not settle or compromise the Tax
                           Claim or agree any matter in the conduct in the Tax
                           Claim which is likely to materially increase the
                           future Tax Liability of the Company and/or the
                           Purchaser without the Purchaser's prior written
                           approval (not to be unreasonably withheld and
                           delayed).

         4.4      Where the Warrantors Vendors have not assumed conduct of any
                  action pursuant to paragraph 4.3 above, the Purchaser shall
                  keep the Warrantors fully informed of the progress in settling
                  the relevant Claim for Tax and shall, as soon as reasonably
                  practicable, forward, or procure to be forwarded to the
                  Warrantors, copies of all material correspondence pertaining
                  to it.

         4.5      Paragraph 4.2 shall not apply in respect of any Claim:

                  4.5.1    to the extent that it would involve the Company
                           contesting any Tax Claim before any court or other
                           appellate body (excluding the authority or body

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                           which has made the Tax Claim) unless Tax Counsel (of
                           at least 10 years' experience) appointed by agreement
                           between the Warrantors and the Purchaser opines, in
                           writing, that an appeal against the Claim in question
                           will, on the balance of probabilities, be won;

                  4.5.2    where it derives from or arises out of any fraudulent
                           act or omission by the Vendors or by the Company
                           prior to Completion;

                  4.5.3    if the Warrantors fail to comply in a material
                           respect with their obligations under paragraph 4.3;

                  4.5.4    if within 15 clear Business Days (or in the case of a
                           Claim for Tax which involves a time limit as set out
                           in paragraph 4.1, two clear Business Days prior to
                           the day on which the time for response or appeal
                           expires) following the Warrantors' receipt of written
                           notice of the Claim from the Purchaser in accordance
                           with paragraph 4.1, the Warrantors:

                           4.5.4.1  do not request that the Purchaser or the
                                    Company takes any action under paragraph
                                    4.2; or

                           4.5.4.2  fails to indemnify the Purchaser and/or the
                                    Company (as appropriate),

                           in which case the Purchaser or the Company shall
                           (without prejudice to the Purchaser's rights under
                           this schedule) be free to pay or settle the Tax Claim
                           on such terms as it may, in its reasonable
                           discretion, consider fit.

         4.6      where the Purchaser or the Company reasonably believes that
                  the action requested shall materially increase the future tax
                  liability of the Company (including the use of any Accounts
                  Relief or any Post Completion Relief) except to the extent
                  that such action is in accordance with Tax legislation or
                  accounting practice at such time.

5.       DATE FOR PAYMENT

         5.1      Where a Tax Claim or any sum to which paragraph 2.2 of part 3
                  of this schedule applies involves the Purchaser or the Company
                  being under a liability to make a payment to any Tax
                  Authority, the Warrantors shall pay to the Purchaser in
                  cleared funds the relevant amount on or before the later of
                  the fifth Business Day after demand is made for the amount in
                  question and the fifth Business Day before the date

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<PAGE>

                  on which the amount in question is finally payable to the
                  relevant Tax Authority without any interest, penalty, fine or
                  surcharge arising in respect of it.

         5.2      Where a Tax Claim does not fall within paragraph 5.1, the due
                  date for the making of payments by the Warrantors under this
                  schedule shall be:

                  5.2.1    in the case of a Tax Claim involving the loss of an
                           Accounts Relief which is not a right to a repayment
                           of Tax, the later of five Business Days following
                           service by the Purchaser of a written demand for the
                           same and the date on which the Accounts Relief would
                           otherwise have been used to reduce a liability to
                           make a payment but for such loss;

                  5.2.2    in the case of a Tax Claim involving the loss of an
                           Accounts Relief which is a right to repayment of Tax,
                           the later of five Business Days after the Purchaser
                           has served a written demand for the same and the date
                           on which repayment of Tax would have actually been
                           received;

                  5.2.3    in the case of a Tax Claim involving the set-off of a
                           Post Completion Relief or an Accounts Relief, the
                           later of five Business Days following the service by
                           the Purchaser of a written demand for the same or the
                           date on which the Actual Tax Liability would have
                           fallen due but for such setting off.

         5.3      All other sums payable by the Warrantors pursuant to paragraph
                  2 of part 3 of this schedule shall be paid five Business Days
                  after the Purchaser has served a written demand for the same.

         5.4      Any sum not paid on a date determined under this schedule
                  ("THE DUE DATE") shall bear interest (which shall accrue from
                  day to day after, as well as before, any judgment for the
                  same) at the rate of 1% per annum over the base rate of
                  Barclays Bank PLC or, in the absence of such base rate, at
                  such similar rate as the person entitled to the payment shall
                  select from the due date up to and including the day of actual
                  payment of such sum (or the next Business Day if the date of
                  actual payment is not a Business Day) compounded quarterly.
                  Such interest shall be paid on demand.

6.       TAX AFFAIRS

         6.1      The Warrantors or their duly authorised agents or advisers
                  shall, at the expense of the Company prepare, submit and agree
                  the corporation tax computations and returns of the Company
                  ("TAX COMPUTATIONS") for its accounting period(s) (within the

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<PAGE>

                  meaning of section 12 of the Taxes Act) ended on or before the
                  Accounts Date ("RELEVANT ACCOUNTING PERIOD(S)").

         6.2      The Warrantors shall deliver to the Purchaser for comments any
                  Tax Computation return document or correspondence and details
                  of any information or proposal ("RELEVANT INFORMATION") which
                  it intends to submit to the Inland Revenue before submission
                  to the Inland Revenue shall take account of the reasonable
                  comments of the Purchaser and make such amendments to the
                  Relevant Information as the Purchaser may reasonably require
                  in writing within 30 days of the date of delivery of the
                  Relevant Information prior to its submission to the Inland
                  Revenue.

         6.3      The Warrantors shall deliver to the Purchaser copies of any
                  material correspondence sent to, or received from, the Inland
                  Revenue relating to the Tax Computations and returns and shall
                  keep the Purchaser informed of their actions under this
                  paragraph.

         6.4      Subject to paragraphs 6.2 and 6.3, the Purchaser shall or
                  shall procure that:

                  6.4.1    the Company properly authorises and signs the Tax
                           Computations and makes and signs or otherwise enters
                           into all such elections, surrenders and claims and
                           withdraws or disclaims such elections, surrenders and
                           claims and gives such notices and signs such other
                           documents as the Warrantors shall require in relation
                           to the Relevant Accounting Period(s);

                  6.4.2    the Company provides to the Warrantors such
                           information and assistance, including without
                           limitation such access to its books, accounts and
                           records which may reasonably be required to prepare,
                           submit, negotiate and agree the Tax Computations;

                  6.4.3    any correspondence which relates to the Tax
                           Computations shall, if received by the Purchaser or
                           any Company or their agents or advisers, be promptly
                           copied to the Warrantors.

         6.5      The Purchaser or its duly authorised agents or advisers shall,
                  at the expense of the Company prepare, submit and agree the
                  corporation tax computation and return of the Company for its
                  accounting period (within the meaning of section 12 of the
                  Taxes Act 1988) in which Completion occurs ("COMPLETION
                  ACCOUNTING PERIOD") ("COMPLETION TAX COMPUTATION").

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<PAGE>

         6.6      The Purchaser shall deliver to the Warrantors for comments the
                  Completion Tax Computation, return, document or correspondence
                  and details of any information or proposal ("COMPLETION
                  RELEVANT INFORMATION") which it intends to submit to the
                  Inland Revenue before submission to the Inland Revenue and,
                  subject to paragraph 6.7 of this schedule 4 part 4 shall take
                  account of the reasonable comments of the Warrantors and make
                  such reasonable amendments to the Relevant Information as the
                  Warrantors may require prior to its submission to the Inland
                  Revenue, provided that the Purchaser shall not have to take
                  account of any comments or make any amendments which the
                  Purchaser reasonably considers will result in any Completion
                  Tax Computation not being true, accurate and lawful in all
                  respects.

         6.7      Subject to paragraphs 6.6 of this schedule 4 part 4, the
                  Purchaser shall or shall procure that the Company provides to
                  the Warrantors all such information and assistance, including
                  without limitation such access to its books, accounts and
                  records (at the Warrantors' cost and expense) which may
                  reasonably be required to consider the draft Completion Tax
                  Computations.

7.       OTHER PROVISIONS AND CORRESPONDING BENEFIT

         7.1      If:

                  7.1.1    any provision for Tax in the Completion Accounts
                           proves to be an over provision;

                  7.1.2    the amount by which any right to repayment of Tax
                           which has been treated (or, in accordance with
                           generally accepted accounting principles, could have
                           been treated) as an asset in the Completion Accounts
                           proves to have been under stated; or

                  7.1.3    a payment by the Warrantors in respect of any Tax
                           Liability under a Tax Claim or the matter giving rise
                           to the Tax Liability in question results in the
                           Company or the Purchaser receiving or becoming
                           entitled to any Relief (other than an Accounts
                           Relief) which it utilises (including by way of
                           repayment of Tax) ("CORRESPONDING RELIEF"),

                  then an amount equal to such over provision, under stated
                  right to repayment of Tax, or the Tax saved by the
                  Corresponding Relief at the date such Corresponding Relief is
                  utilised ("RELEVANT AMOUNT"), shall be dealt with in
                  accordance with paragraph 7.2.

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         7.2      The Relevant Amount:

                  7.2.1    shall first be set off against any payment then due
                           from the Warrantors under a Tax Claim;

                  7.2.2    to the extent there is an excess of the Relevant
                           Amount after any application of the same under
                           paragraph 7.2.1, a refund shall be made to the
                           Warrantors of any previous payment or payments made
                           by the Warrantors under a Tax Claim and not
                           previously refunded under this paragraph 7.2.2 up to
                           the amount of such excess;

                  7.2.3    to the extent that the excess referred to in
                           paragraph 7.2.2 is not exhausted under that
                           paragraph, the remainder of that excess shall be
                           carried forward and set off against any future
                           payment or payments which become due from the
                           Warrantors under a Tax Claim; and

                  7.2.4    to the extent that any excess referred to in
                           paragraph 7.2.3 is not exhausted by the sixth
                           anniversary of this agreement, a refund of such
                           excess shall be made to the Warrantors within 30 days
                           of the sixth anniversary date.

         7.3      If the Purchaser or the Company becomes aware of any
                  circumstances which shall or may give rise to the application
                  of paragraph 7.1, the Purchaser shall or shall procure that
                  the Company shall as soon as reasonably practicable give
                  written notice of the same to the Warrantors.

         7.4      The Warrantors may (at their expense and cost) require the
                  Auditors to certify the existence and quantum of any Relevant
                  Amount and the date on which the Corresponding Relief is
                  utilised and, in the absence of manifest error, their decision
                  shall be final and binding.

8.       THIRD PARTY CLAIMS

         8.1      If the Company or the Purchaser are entitled to recover from
                  another person or a Tax Authority a sum in respect of any
                  matter or Tax Liability to which a Tax Claim relates the
                  Purchaser shall forthwith give written notice of the same to
                  the Warrantors and if the Warrantors indemnify the Purchaser
                  or, as appropriate, the Company (to the Purchaser's reasonable
                  satisfaction) against the reasonable costs of the Purchaser
                  or, as appropriate, the Company in connection with taking the
                  following action, the Purchaser shall, or

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                  shall procure that the Company shall, take such action
                  reasonably requested by the Warrantors to enforce recovery
                  against that person or Tax Authority.

         8.2      In the event that the Purchaser or the Company recovers any
                  sum referred to in paragraph 8.1 (whether after taking any
                  action at the request of the Warrantors under that paragraph
                  or otherwise), the Purchaser shall, as soon as reasonably
                  practicable, account to the Warrantors for the lesser of:

                  8.2.1    the sum recovered net of any Tax on the sum and the
                           costs and expenses of recovering the same; and

                  8.2.2    any amount paid by the Warrantors in respect of the
                           matter giving rise to the relevant Tax Claim plus
                           costs and expenses for which the Warrantors have
                           indemnified the Purchaser and/or the Company under
                           this paragraph 8.

9.       MISCELLANEOUS

         Any payment to the Purchaser or the Company under any Tax Claim shall
         be deemed to be a reduction of the total consideration payable
         hereunder for the Sale Shares.

10.      COVENANT BY THE PURCHASER

         10.1     The Purchaser covenants with the Warrantors to pay to the
                  Warrantors an amount equal to any of the following:

                  10.1.1   any liability or increased liability to Tax of the
                           Vendors or any person connected with the Vendors
                           arising under or by reference to section 767A or
                           section 767AA of the Taxes Act or paragraph 8 of
                           schedule 34 to the Finance Act 2002, paragraph 9 of
                           schedule 35 to the FA 2002 by virtue of the
                           non-payment of Tax by the Company save that this
                           paragraph 10.1.1 shall not apply in respect of any
                           Tax for which the Warrantors are liable to make (but
                           have not yet made) payment to the Purchaser under
                           this schedule;

                  10.1.2   the reasonable costs and expenses of the Vendors in
                           connection with any liability referred to or in
                           taking any action under this paragraph.

         10.2     For the purposes of this paragraph, any reference to a
                  liability to Tax shall include any liability to make a payment
                  of Tax which would have arisen but for the utilisation of any
                  Relief.

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         10.3     Paragraphs 4 and 5 of this part 4 of this schedule shall apply
                  to this paragraph 10 (with all necessary changes) as if: (a)
                  references to the Company in the definition of Claim for Tax
                  were references to the Vendors; and (b) (except in paragraph
                  4.3) references to the Vendors were references to the
                  Purchaser and vice versa.

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                                   SCHEDULE 5

                                   COMPLETION

1.       The Vendors shall deliver or procure to be delivered to the Purchaser:

         1.1      duly executed agreements in agreed form in respect of the sale
                  of the Option Shares to the Purchaser together with duly
                  executed powers of attorney or other authorities pursuant to
                  which any such agreements have been executed;

         1.2      duly executed transfers of the Shares and the Option Shares in
                  favour of the Purchaser together with duly executed powers of
                  attorney or other authorities pursuant to which any transfers
                  have been executed;

         1.3      the relevant share certificates (or an express indemnity in a
                  form satisfactory to the Purchaser in the event of any found
                  to be missing) in respect of the Shares and the Option Shares;

         1.4      the written resignations in the agreed form of Terence Hewitt,
                  Nicholas Wyatt and Andrew Hinton as directors of the Company
                  and the Subsidiaries;

         1.5      all certificates of incorporation and certificates of
                  incorporation on change of name for the Company and the
                  Subsidiaries;

         1.6      the common seal and statutory books (including minute books)
                  and books of account of the Company and the Subsidiaries made
                  up to the Completion Date;

         1.7      share certificates in respect of all the issued shares of each
                  of the Subsidiaries held by the Company or any of the
                  Subsidiaries;

         1.8      bank statements dated not earlier than two Business Days
                  before Completion for all bank accounts of the Company and/or
                  the Subsidiaries together with cash book balances of the
                  Company and/or the Subsidiaries as at Completion and
                  reconciliation statements reconciling such balances with the
                  bank statements;

         1.9      the documents of title to the Properties as shown in the
                  schedule of deeds in the agreed form;

         1.10     the Disclosure Letter.

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         1.11     third party consents and approvals.

2.       The Warrantors shall procure that meetings of the boards of directors
         of the Company and each of the Subsidiaries are convened and held at
         which resolutions in the form set out in the Completion Board Minutes
         are duly passed to do such of the following things as are applicable to
         it:

         2.1      approve (subject to stamping) the transfers referred to in
                  paragraph 1.2 above;

         2.2      approve the change in registered office of the Company and the
                  Subsidiaries to Carmelite, 50 Embankment, London, EC4Y 0DX;

         2.3      appoint persons nominated by the Purchaser as directors;

         2.4      accept the resignations referred to in paragraph 1.4; and;

         2.5      cancel the existing bank mandates and replace them with new
                  mandates as requested by the Purchaser.

3.       The Purchaser shall:

         3.1      pay to the Vendors' Solicitors by transfer of funds through a
                  UK clearing bank the sum of (pound)27,337,288 in respect of
                  the cash consideration payable at Completion. The Vendors'
                  Solicitors' receipt shall be a sufficient discharge for such
                  sum and the Purchaser shall not be concerned to see to the
                  application thereof;

         3.2      deliver to each of the Warrantors a duly executed certificate
                  in respect of the Loan Notes to be allotted to him at
                  Completion pursuant to clause 3.2 (together with a Letter of
                  Credit duly executed by Bank of America, N.A. in relation
                  thereto and a duly executed copy of the instrument creating
                  the Loan Notes);

         3.3      pay the Initial Escrow Amount into the Escrow Account; and

         3.4      deliver to the Vendors duly executed counterparts of:

                  3.4.1    the agreements referred to in paragraph 1.1 above;
                           and

                  3.4.2    the Disclosure Letter.

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                                   SCHEDULE 6

                                 THE PROPERTIES

                                    [Omitted]

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<PAGE>

                                   SCHEDULE 7

                                     PART 1

                               COMPLETION ACCOUNTS

                       PREPARATION OF COMPLETION ACCOUNTS

1.       After Completion, the Company shall prepare a consolidated balance
         sheet for the Group as at 31 May 2004 substantially in the form
         attached at appendix 2.

2.       The balance sheet shall be prepared in accordance with the specific
         accounting methods, bases, principles, policies and practices set out
         in part 2 of this schedule, and subject thereto, on a basis consistent
         with the Accounts using the same accounting methods, bases, principles,
         policies and practices, and subject thereto, in accordance with the law
         and applicable standards, principles and practices generally accepted
         in the United Kingdom as if they were statutory accounts required to be
         prepared under the 1985 Act.

3.       After Completion, the Purchaser shall provide, and shall ensure that
         each Group member provides, to the Warrantors or their representatives
         reasonable access to relevant assets, documents and records within
         their possession or control and reasonable access to the Purchaser's
         Accountants and to the accounts staff employed by the Company for the
         purpose of reviewing and agreeing the Completion Accounts.

4.       The Purchaser shall within 100 days starting on the day after
         Completion submit to the Warrantors the balance sheet, the Purchasers'
         working papers and a report by the Purchaser addressed to the
         Warrantors stating whether in their opinion the balance sheet has been
         prepared in accordance with paragraph 2. The Warrantors shall within 30
         days starting on the day after receipt of the balance sheet and working
         papers certify whether or not they agree with the balance sheet
         together with details of any changes they believe need to be made to
         ensure that the balance sheet complies with paragraph 2.

5.       If the Warrantors certify their agreement with the balance sheet the
         balance sheet shall constitute the Completion Accounts. If the
         Warrantors certify that they disagree with the balance sheet, paragraph
         6 shall apply and unless the Warrantors and the Purchaser agree on the
         Completion Accounts, the decision of the independent firm of chartered
         accountants produced in accordance with paragraph 6 shall constitute
         the Completion Accounts. If the Warrantors do not give the Purchaser
         the certificate required by paragraph 4 within the prescribed period,
         the balance sheet shall constitute the Completion Accounts.

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<PAGE>

6.       If within 14 days starting on the day after receipt by the Purchaser of
         the certificate from the Warrantors referred to in paragraph 4, the
         Warrantors and the Purchaser have not agreed on the Completion Accounts
         or the Warrantors and the Purchaser have not agreed on the amount of
         the consideration payable under clause 3.1, the following provisions
         shall apply. Either party may refer the matter to an independent firm
         of chartered accountants agreed by the parties or, in default of
         agreement within 28 days of the date of receipt of the certificate, an
         independent firm of chartered accountants nominated by the President
         for the time being of the Institute of Chartered Accountants in England
         and Wales ("EXPERT"), on the basis that the Expert is to make a
         decision on the matter within 28 days starting on the day after
         receiving the reference. In a reference, the Expert shall act as an
         expert and not as an arbitrator. The decision of the Expert is, in the
         absence of fraud or manifest error, final and binding on both parties.
         Interest at 5% per annum over the base rate of Barclays Bank PLC shall
         be payable on the net amount awarded by the Expert from the end of the
         30 day period prescribed in paragraph 4 to the date of Expert's
         decision (less any interest earned on such sum (or part of it) in the
         Escrow Account in the aforementioned period). The Expert's costs and
         the reasonable professional costs of the successful party in respect of
         a reference shall be borne by the party whose estimate of the Net Asset
         Value is furthest from that determined by the Expert ("LOSING PARTY").
         The Expert shall determine following his decision the reasonable
         professional costs of the successful party to be borne by the Losing
         Party. Payment of any monies due under this paragraph shall be made in
         full by the Losing Party within 14 days of the Expert's decision. In
         default of payment within 14 days interest shall be payable on the
         unpaid balance (including any costs) at the rate of 5% per annum over
         the base rate of Barclays Bank PLC from that date to the date of final
         payment.

7.       For the purposes of agreeing the Completion Accounts, each of the
         Warrantors appoints Nicholas Andrew Wyatt to be their representative
         ("WARRANTORS' REPRESENTATIVE") to act on their behalf in relation
         thereto and references is to "Warrantors" in this part 1 of schedule 7
         (except in relation to the bearing of the Expert's costs) shall be to
         the "Warrantors' Representative" for all purposes in connection with
         the agreement of the Completion Accounts.

                                                                              94

<PAGE>

                                     PART 2

The Completion Accounts shall be prepared in accordance with the following
specific accounting methods, bases, principles, policies and practices:

1.       No account is to be taken of an event taking place after Completion and
         regard is only to be had to information available to the parties as at
         Completion other than in accordance with SSAP17.

2.       The Provision for bad debts shall be (i) the provision made in the
         Management Accounts (Full Year) as set out in appendix 3 unless and to
         the extent the debtors so provided have subsequent to 31 March 2004
         been collected, in which case the provision shall be reduced by an
         amount equal to any debtors so collected, and (ii) provided that the
         Company continues to operate and record its pre-completion procedures
         for the collection of debtors to the standard operated prior to
         Completion, an additional provision for any debtors outstanding at 31
         May 2004 not collected within 90 days of 31 May 2004 and not already
         included in the Management Accounts (Full Year) as set out in appendix
         3.

3.       The Customer Payments received upfront shall be verified and included
         in the Completion Accounts. This is to include all cash received in
         advance including amounts billed in advance and collected by the BRAVO
         and IRM billing systems, from the NHS or any other customers for
         periods of service from June 2004 forward.

4.       The following items shall be included at the values set out below:

         4.1      fixed assets at(pound)12,009,000;

         4.2      Investment in Sharpsmart at ((pound)75,000), which is a Credit
                  balance;

         4.3      spares stock at(pound)130,000;

         4.4      .Sharpsmart loan at (pound)342,974.

5.       It is agreed that no amount will be included in the Completion Accounts
         in respect of:

         5.1      monies receivable from the sale of WRES;

         5.2      balances relating to the sale of the Well Corporation joint
                  venture;

         5.3      bonuses payable to the Warrantors;

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<PAGE>

         5.4      set up costs in connection with Larkfield;

         5.5      balances in relation to the purchase of the customer list of
                  Synergy Healthcare.

         It is further agreed that transactional fees related to the sale of
         WRES and any costs incurred by the Company related to services received
         by it in respect of the transaction that has resulted in the sale of
         the Company effected by this agreement will be charged to the profit
         and loss account in the period to 31 March 2004.

6.       The figure of (pound)107,931 is agreed as the rolling average working
         capital figure for the purposes of calculating the target net asset
         value.

7.       It is acknowledged by both parties that it is the intention of
         Stericycle, Inc. to consolidate the operating results of the Group with
         effect from 31 May 2004.

                                                                              96

<PAGE>

                                   SCHEDULE 8

                     LIMITATION ON THE WARRANTORS' LIABILITY

1.       DURATION AND EXTENT

         1.1      The aggregate liability of the Vendors in respect of all
                  Claims shall not exceed the sum which is the difference
                  between (i) the Consideration less the amount of
                  (pound)290,613 being the surplus cash and (ii) the Net Asset
                  Value as determined by the Completion Accounts.

         1.2      No amount shall be payable by the Warrantors in respect of any
                  Claim under the Warranties unless and until the aggregate
                  cumulative liability of the Warrantors in respect of all such
                  Claims under the Warranties exceeds (pound)200,000 in which
                  case the Warrantors shall be liable for botH the initial
                  (pound)200,000 and the excess.

         1.3      The Vendors shall not be liable for any Claim unless the
                  Vendors against whom the Purchaser is entitled to make the
                  Claim (referred to in this schedule as the "relevant Vendors")
                  are given notice in writing of that Claim stating in
                  reasonable detail the nature of the Claim and the amount
                  claimed on or before the second anniversary of Completion in
                  the case of the Share Warranties and on or before six years of
                  the Completion Date in the case of any Tax Claim and unless
                  legal proceedings shall have been served in respect of any
                  such Claim within six months of the relevant Vendors being
                  notified of any such Claim.

         1.4      Paragraphs 1.1 to 1.2 (inclusive) shall not apply to any Claim
                  where it can be proved that such Claim is based on a
                  fraudulent act or omission by any of the Vendors prior to
                  Completion.

2.       LIMITATIONS

         No Claim shall be admissible and the Warrantors shall not be liable
         under any of the Share Warranties:

         2.1      to the extent that specific provision, reserve or allowance
                  has been made in the Accounts or in the Completion Accounts or
                  was specifically referred to in the notes to the Accounts or
                  to the extent that payment or discharge thereof has been taken
                  into account in either the Accounts or the Completion
                  Accounts;

                                                                              97

<PAGE>

         2.2      to the extent that such liability arises or is increased as a
                  result of any change or changes in legislation, primary or
                  delegated (other than relating to Taxation or any changes in
                  rates of Taxation or the introduction of any changes or new
                  form of Taxation or in the practice of the Inland Revenue or
                  HM Customs & Excise), occurring after Completion with
                  retrospective effect; or

         2.3      to the extent that such liability occurs or arises as a result
                  of or is otherwise attributable wholly or partly to any
                  voluntary act, transaction or omission of the Company or any
                  of the Subsidiaries or the Purchaser or their respective
                  directors, employees or agents on or after Completion:

                  2.3.1    which is not in the ordinary and proper course of
                           business; and

                  2.3.2    which is not pursuant to a legally binding commitment
                           created on or before Completion by the Company or any
                           of the Subsidiaries or to which they were subject on
                           or before Completion; and

                  2.3.3    where the fact that the act, transaction or omission
                           would give rise to or increase the liability has been
                           Disclosed or the Purchaser ought reasonably to have
                           been aware on the basis of information Disclosed that
                           such act, transaction or omission would give rise to
                           or increase such liability; or

         2.4      to the extent that such liability occurs or arises as a result
                  of or is otherwise attributable wholly or partly to any act
                  authorised in writing by or carried out at the written request
                  of the Purchaser or any member of the Purchaser's Group prior
                  to Completion; or

         2.5      to the extent that any Claim by the Purchaser or the subject
                  matter thereof has been or is made good or is otherwise
                  compensated for (otherwise than by the Purchaser or any member
                  of the Purchaser's Group), but taking into account all other
                  losses to the Purchaser flowing directly as a result of the
                  making good or compensation (including without limitation,
                  where such making good or compensation results from a claim
                  against an insurance policy, taking account of any increased
                  insurance premiums incurred by the Purchaser's Group solely as
                  a result of the claim against such insurance policy or the
                  subject matter of such claim.

                                                                              98

<PAGE>

3.       THIRD PARTY CLAIMS

         3.1      Where the Purchaser and/or the Company and/or any of the
                  Subsidiaries is/are at any time entitled under an insurance
                  policy to recover any sum in respect of any matter giving rise
                  to a Non-Tax Claim, the Purchaser shall and shall procure that
                  the Company or any of the Subsidiaries shall make a claim for
                  recovery of such sum under such policy. The Purchaser shall
                  not take any action against the Vendors (other than notifying
                  the relevant Vendors of the Non-Tax Claim) until the expiry of
                  60 days following the making of such claim under such policy
                  and shall use all reasonable endeavours (but without being
                  obliged to threaten or commence legal proceedings) to ensure
                  that, so far as possible, amounts are recovered under such
                  policy in respect of such Non-Tax Claim. In the event that the
                  Purchaser or the Company or any of the Subsidiaries shall
                  recover any amount under such policy in respect of such
                  Non-Tax Claim the amount of the Non-Tax Claim against the
                  relevant Vendors shall be reduced by (or if the relevant
                  Vendors have paid the amount claimed by the Purchaser, the
                  relevant Vendors shall be repaid the amount paid by them to
                  the Purchaser in respect of the Non-Tax Claim or, if less, an
                  amount equal to) the amount recovered under the policy in
                  respect of such Non-Tax Claim less the aggregate of all
                  reasonable costs, charges and expenses incurred by the
                  Purchaser or the Company or any of the Subsidiaries in
                  recovering that sum pursuant to such insurance policy
                  including any increased insurance premiums incurred by the
                  Purchaser's Group solely as a result of the claim against such
                  insurance policy or the subject matter of such claim.

         3.2      If the relevant Vendors pay at any time to the Purchaser or to
                  the Company or to any of the Subsidiaries the amount of a
                  Non-Tax Claim and the Purchaser or the Company or any of the
                  Subsidiaries is/are or subsequently become entitled, otherwise
                  than under an insurance policy, to recover from some other
                  person any sum in respect of any matter giving rise to such
                  Non-Tax Claims the Purchaser shall and shall procure that the
                  Company or the relevant Subsidiary shall forthwith repay to
                  the relevant Vendors so much of the amount paid by them to the
                  Purchaser, the Company or the relevant Subsidiary as does not
                  exceed the sum (if any) recovered by the Purchaser, the
                  Company or the relevant Subsidiary from such other person less
                  all reasonable costs, charges and expenses incurred by the
                  Purchaser, the Company or the relevant Subsidiary in
                  recovering that sum from such other person.

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<PAGE>

         3.3      If any amount is repaid to the relevant Vendors by the
                  Purchaser or the Company or any Subsidiary pursuant to
                  paragraph 3.2 above an amount equal to the amount so repaid
                  shall be deemed never to have been paid by the Vendors for the
                  purposes of paragraph 1.1 and accordingly shall not be treated
                  as an amount in respect of which any liability has been
                  incurred.

4.       RIGHTS OF ACTION

         4.1      If the relevant Vendors pay at any time to the Purchaser, the
                  Company or any of the Subsidiaries an amount pursuant to a
                  Non-Tax Claim, the Purchaser will and will procure that the
                  relevant Group member will, if so requested in writing by the
                  relevant Vendors, assign (at the cost of the relevant Vendors)
                  to the relevant Vendors all or any assignable rights of action
                  which the Purchaser or such Group member may have against a
                  third party in respect of such Non-Tax Claim Provided always
                  that, save in relation to any right of action which the
                  Purchaser or a Group member may have against an insurance
                  policy, the Purchaser shall not be obliged to assign or
                  procure the assignment of any such rights of action against a
                  third party, if to do so would be inconsistent with the
                  commercially reasonable protection of the goodwill of the
                  Company or of the relevant Group member and provided further
                  that, prior to any such assignment, the Purchaser or the
                  relevant Group member is indemnified to its reasonable
                  satisfaction against any costs, liabilities, charges and
                  expenses which it may incur which result directly from such
                  assignment.

         4.2      Following any assignments of rights pursuant to paragraph 4.1
                  above the Purchaser will provide and will procure that each
                  Group member provides all information and access to all
                  relevant assets, documents and records within the Purchaser's
                  Group which is reasonably requested by the Vendors.

5.       CONDUCT OF CLAIMS

         5.1      If the Purchaser becomes aware of a matter which is reasonably
                  likely to give rise to a Non-Tax Claim:

                  5.1.1    the Purchaser shall (or shall procure that the
                           Company or the Subsidiary concerned shall) as soon as
                           reasonably practicable give written notice to the
                           relevant Vendors of the matter and shall to the
                           extent reasonably practicable consult with the
                           Vendors with respect to such matter but such notice
                           and

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<PAGE>

                           consultation shall not be a condition precedent to
                           the liability of the relevant Vendors; and

                  5.1.2    the Purchaser shall not, and shall ensure that no
                           member of the Purchaser's Group will, admit liability
                           in respect of, or compromise or settle, the matter
                           without the prior written consent of the relevant
                           Vendors (such consent not to be unreasonably withheld
                           or delayed) and shall provide the relevant Vendors
                           with such information relating as is reasonably
                           necessary for the relevant Vendors to give their
                           informed consent .

         5.2      The Purchaser shall use all reasonable endeavours to ensure
                  that it becomes aware of any matter which becomes known to the
                  Company or any of the Subsidiaries which is reasonably likely
                  to give rise to a Non-Tax Claim.

6.       MISCELLANEOUS

         6.1      Any payment to the Purchaser or the Company or any of the
                  Subsidiaries in respect of a Claim shall be deemed to be a
                  reduction of the total consideration payable hereunder for the
                  Shares.

         6.2      The Purchaser shall be obliged to seek recovery under the
                  Warranties or the Tax Covenant against each and every
                  Warrantor in the proportions set opposite the name of the
                  relevant Warrantor in column 5 of schedule 1 so that no single
                  Warrantor shall in any event be liable hereunder for an amount
                  or amounts exceeding, in aggregate, an amount equal to that
                  part of the consideration receivable by such Vendor (and, in
                  respect of, Andrew Peter Hinton, also that part of the
                  consideration receivable by the trustees of The AP Hinton 2001
                  Accumulation and Maintenance Settlement) pursuant to this
                  agreement which is subject to Claims in accordance with
                  paragraph 1.1 of schedule 8.

6.3               Payment of any Claim whether under the Warranties or under the
                  Tax Covenant shall to the extent paid satisfy and discharge
                  any other Claim which is capable of being made in respect of
                  the same subject matter and the Purchaser shall at all times
                  procure that there is no duplication of recovery by the
                  Purchaser in respect of any Claim or Claims relating to the
                  same subject matter.

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<PAGE>

6.4               The Purchaser will, and shall ensure that the Company and the
                  Subsidiaries will take all reasonable care to, preserve all
                  documents, records, correspondence, accounts and other similar
                  information relevant to a matter which may give rise to a
                  Claim, subject to the normal policies of the Purchaser,
                  Company and the Subsidiaries to retaining such materials.

                                                                             102

<PAGE>

                                   APPENDIX 1

                                    [Omitted]

                                                                             103

<PAGE>

                                   APPENDIX 2

                                    [Omitted]

                                                                             104

<PAGE>

                                   APPENDIX 3

                                    [Omitted]

                                                                             105

<PAGE>

EXECUTED (but not delivered until the date       )
hereof) as a deed by Andrew Peter Hinton in the  ) /s/ Andrew Peter Hinton
presence of:                                     )

Signature /s/ J.C. Taylor

Name: J.C. Taylor

Occupation: Chartered Accountant

Address: [Omitted]

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

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

EXECUTED (but not delivered until the date       )
hereof as a deed by Nicholas Andrew Wyatt in the ) /s/ Nicholas Andrew Wyatt
presence of:                                     )

Signature /s/ J.C. Taylor

Name: J.C. Taylor

Occupation: Chartered Accountant

Address: [Omitted]

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

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

EXECUTED (but not delivered until the date       )
hereof  as a deed by Terence John Hewitt         ) /s/ Terence John Hewitt
in the presence of:                              )

Signature /s/ J.C. Taylor

Name: J.C. Taylor

Occupation: Chartered Accountant

Address: [Omitted]

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

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

                                                                             106

<PAGE>

EXECUTED (but not delivered until the date       )
hereof as a deed by Andrew Peter Hinton (as      )   /s/ Andrew Peter Hinton
trustee for The AP Hinton 2001 Accumulation and  )
Maintenance Settlement) in the presence of:      )
                                                 )

Signature /s/ J.C. Taylor

Name: J.C. Taylor

Occupation: Chartered Accountant

Address: [Omitted]

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

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

EXECUTED (but not delivered until the date       )
hereof) as a deed by Penelope Jane Sanders (as   ) /s/ Penelope Jane Sanders
trustee for The AP Hinton 2001 Accumulation and  )
Maintenance Settlement) in the presence of:      )
                                                 )

Signature /s/ J.C. Taylor

Name: J.C. Taylor

Occupation: Chartered Accountant

Address: [Omitted]

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

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

                                                                             107

<PAGE>

EXECUTED (but not delivered until the date       )
hereof) as a deed by Christopher Winston Jones   ) /s/ Christopher Winston Jones
(as trustee for The AP Hinton 2001 Accumulation  )
and Maintenance Settlement) in the presence of:  )
                                                 )

Signature /s/ J.C. Taylor

Name: J.C. Taylor

Occupation: Chartered Accountant

Address: [Omitted]

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

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

EXECUTED (but not delivered until the date       )
hereof) as a deed by Stericycle UK, Ltd. acting  ) /s/ Shazeen Sattar Sacranie
by its attorney Shazeen Sattar Sacranie:         )
                                                 )

                                                                             108