DATED     28 February     2002


                                   THE SELLERS
                                     - and -
                            RIGHT ASSOCIATES LIMITED
                                     - and -


                        RIGHT MANAGEMENT CONSULTANTS, INC
                                     - and -
                          ATLAS GROUP HOLDINGS LIMITED



                                    AGREEMENT

                                 - relating to -

           THE SALE AND PURCHASE OF THE ENTIRE ISSUED SHARE CAPITAL OF
                          ATLAS GROUP HOLDINGS LIMITED










                                    Lovells


<PAGE>


                                    CONTENTS

Clause                                                              Page No

1.       INTERPRETATION                                                   1

2.       SALE AND PURCHASE OF SHARES                                      9

3.       CONDITIONS                                                      10

4.       PRE-COMPLETION                                                  12

5.       CONSIDERATION                                                   16

6.       COMPLETION                                                      16

7.       RETENTION AND NET ASSET ADJUSTMENT                              19

8.       WARRANTIES                                                      21

9.       LIMITATION ON CLAIMS                                            24

10.      RESTRICTIVE COVENANTS                                           29

11.      ANNOUNCEMENTS                                                   30

12.      FURTHER ASSURANCE AND AVAILABILITY OF INFORMATION               30

13.      INTEREST                                                        30

14.      CONTINUING OBLIGATIONS AND ASSIGNMENT                           31

15.      COSTS                                                           31

16.      NOTICES                                                         32

17.      AGENT FOR SERVICE                                               34

18.      SEVERABILITY AND SUSPENSION OF RESTRICTIONS                     34

19.      ENTIRE AGREEMENT AND VARIATION                                  35

20.      GENERAL PROVISIONS                                              35

21.      RELEASE BY THE SELLERS                                          37

22.      GUARANTEE                                                       37

23.      GOVERNING LAW AND JURISDICTION                                  38

24.      EXCLUSIVITY                                                     39

25.      WARRANTHOLDERS                                                  39

         1.       The Sellers and the Shares                             41

         2.       The Company and the Subsidiary Undertakings            44

         3.       The Properties                                         45


<PAGE>


         4.       Non-Tax Warranties                                     46

         5.       Tax Covenant and Tax Warranties                        47

         6.       Net Asset Statement                                    48




DOCUMENTS IN THE AGREED TERMS

Loan Note Instrument
Loan Notes
Letter of Credit supporting the Loan Notes
Powers of attorney
Legal Opinion
Deeds of Release
Letters of Resignation
Retention Account Letter of Instruction
Termination Agreement
Indemnities for lost share certificates




<PAGE>


                            SHARE PURCHASE AGREEMENT

THIS AGREEMENT is made on   28 February  2002


BETWEEN:

(1)      The  persons  whose  names  and  addresses  are set out in  column 1 of
         Schedule 1 (the "Sellers");

(2)      Right  Associates  Limited a company  registered  in England  and Wales
         under number  02017288 whose  registered  office is at Savannah  House,
         11-12 Charles II Street, London SW1 4QU (the "Purchaser");

(3)      Right  Management  Consultants,  Inc  a  company  incorporated  in  the
         Commonwealth of Pennsylvania  whose principal  office is at 1818 Market
         Street,   33rd  Floor,   Philadelphia,   Pennsylvania  19103  USA  (the
         "Guarantor"); and

(4)      Atlas Group  Holdings  Limited,  whose details are set out in Recital A
         below.

RECITALS:

(A)      Atlas Group Holdings  Limited is a company  registered in England under
         number  3687653 whose  registered  office is at New Zealand  House,  80
         Haymarket, London SW1Y 4TE (the "Company").  Further particulars of the
         Company and of each of the Subsidiary  Undertakings  of the Company are
         set out in Schedule 2.

(B)      The  Sellers  have  agreed  to sell and the  Purchaser  has  agreed  to
         purchase  all of the  Shares  on and  subject  to  the  terms  of  this
         Agreement.

(C)      In  consideration  of each of the Sellers entering into this Agreement,
         the Guarantor has agreed to guarantee the  obligations of the Purchaser
         under this Agreement.

IT IS AGREED:

1.       INTERPRETATION

1.1      In this Agreement (including its Recitals and Schedules):

         "3i  Loan"  the  loan  made  by the 3i  Investors  (as  defined  in the
         Supplemental Investment Agreement) to the Company pursuant to the terms
         of the Supplemental Investment Agreement;



<PAGE>
                                      -2-

         "3i Representative" has the meaning given to it in clause 16.4;

         "3i Sellers" means 3i Group plc, 3i Parallel Ventures LP and 3i UKIP II
         LP;

         "Atlas 2001 Accounts" means the audited  consolidated balance sheet and
         profit and loss account of the Company,  as at and for the period ended
         on the Balance Sheet Date, in each case  including all notes,  reports,
         statements and other documents annexed to them, whether or not pursuant
         to any legal requirement, in the form annexed to the Disclosure Letter;

         "Balance Sheet Date" means 31 December 2001;

         "Bank of  Scotland"  means  The  Governor  and  Company  of the Bank of
         Scotland;

         "Business  Day" means any day (except any  Saturday or Sunday) on which
         banks  in the  City of  London  and the  City of New  York are open for
         business;

         "CAI"  means  Credit  Agricole  Indosuez  in its  capacity  as Security
         Trustee under the Common Terms Agreement;

         "CCG" means Coutts  Consulting Group Limited,  a company  registered in
         England and Wales under number  1737893,  further  details of which are
         set out in Schedule 2;

         "Commitment Letter" has meaning given in clause 3.1(f);

         "Common Terms Agreement"  means the common terms agreement  relating to
         the Senior Facilities  Agreement,  the Mezzanine Facility Agreement and
         Junior Mezzanine  Facility  Agreement dated 26 February 1999 as amended
         and restated on 22 April 1999  between the Company (1) Credit  Agricole
         Indosuez and The Governor and Company of the Bank of Scotland as Senior
         Arrangers  (2) The Banks and  Financial  Institutions  whose  names and
         addresses are set out in Schedule 1 of the Senior Facilities  Agreement
         as Senior  Lenders (3) The Governor and Company of the Bank of Scotland
         as Ancillary  Facilities  Bank (4) The Governor and Company of the Bank
         of Scotland as the Hedge  Counterparty (5) Credit Agricole  Indosuez as
         the Senior  Agent (6) Credit  Agricole  Indosuez  and The  Governor and
         Company of the Bank of  Scotland  as the  Mezzanine  Arrangers  (7) The
         Financial  Institutions  whose  names  and  addresses  are  set  out in
         Schedule 1 of the Mezzanine Facility Agreement as Mezzanine Lenders (8)
         Credit  Agricole  Indosuez  as  Mezzanine  Agent  (9)  Credit  Agricole
         Indosuez as Junior Mezzanine Agent (10) and Credit Agricole Indosuez as
         the Security  Trustee (11) as varied,  amended or restated from time to
         time;

         "Company" has the meaning given in Recital (A);

         "Completion"  means  completion  of the sale and purchase of the Shares
         pursuant to this Agreement;


<PAGE>
                                      -3-


         "Completion  Date"  means  22  March  2002  or such  other  date as the
         Purchaser and the 3i Representative may agree in writing being no later
         than 28 March 2002;

         "Completion  Date  Indebtedness"  means the  aggregate  of all external
         financial  debt  of the  Group  as at the  Completion  Date  (including
         without limitation,  interest accrued up to the Completion Date and any
         fees,  charges,  costs  and  expenses  payable)  under  the  Facilities
         Documents, the Investment Agreements and the 3i Loan but excluding hire
         purchase, operating and finance lease arrangements as at the Completion
         Date;

         "Connected" has the meaning attributed to it by section 839 ICTA 1988;

         "Consideration"  means  the  aggregate  consideration  for  the  Shares
         payable by the Purchaser to the Sellers in accordance with clause 5;

         "Disclosure Letter" means the letter of the same date as this Agreement
         from the Managers to the Purchaser referred to in clause 8.2;

         "Effective Date" is the close of business on 28 February 2002;

         "Effective  Date  Indebtedness"  means the  aggregate  of all  external
         financial debt of the Group as at the Effective Date (including without
         limitation,  interest  accrued up to the  Effective  Date and any fees,
         charges,  costs and expenses  payable) under the Facilities  Documents,
         the  Investment  Agreements  and the 3i Loan but including the sums due
         under clause 6.2 to 3i plc and 3i Group plc up to the  Completion  Date
         (but excluding hire purchase,  operating and finance lease arrangements
         as at the Effective Date);

         "Estimated Completion Date Indebtedness" means(pound)31,857,000;

         "Estimated Effective Date Indebtedness" means(pound)31,337,957.07;

         "Exchange  Rate" means the closing  mid-market spot rate of exchange in
         London for the conversion of the relevant currency into Pounds Sterling
         quoted as the "Closing Mid Point" on the Completion Date or, if that is
         not a Business Day, the Business Day immediately preceding that day for
         Pounds Sterling  against the relevant  foreign currency as shown in the
         London edition of The Financial Times;

         "Expected Net Assets" means(pound)0.5 million negative;

         "Facilities  Documents"  means the  Senior  Facilities  Agreement,  the
         Mezzanine  Facilities   Agreement,   the  Junior  Mezzanine  Facilities
         Agreement  (and  includes the Senior  Credit  Documents,  the Mezzanine
         Credit  Documents and the Junior  Mezzanine Credit Documents as defined
         in each of the foregoing respectively) and the Common Terms Agreement;

         "Governmental  Entity" means, in relation to anywhere in the world, any
         supra-national,  national,  state,  municipal or local government,  any
         subdivision,  court,  administrative



<PAGE>
                                      -4-


         agency   or   commission   or   other   authority   thereof,   or   any
         quasi-governmental  or private body exercising any regulatory,  taxing,
         importing  or  other  governmental  or  quasi-governmental   authority,
         including the European Commission;

         "Group" means the Company and the Subsidiary  Undertakings,  and "Group
         member" shall be construed accordingly;

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

         "Independent  Accountants"  means  one of the  five  largest  firms  of
         chartered  accountants in the United Kingdom to be appointed jointly by
         the Purchaser,  the 3i Representative and the Managers'  Representative
         or, if they fail to agree an appointee within five Business Days of the
         Purchaser,  the 3i Representative or the Managers' Representative first
         proposing such a person by notice to the others, to be appointed on the
         application of the Purchaser,  the 3i  Representative  or the Managers'
         Representative  by the  president or the other  senior  officer for the
         time being of the  Institute  of Chartered  Accountants  in England and
         Wales;

         "Initial  Investment  Agreement" the investment  agreement  between the
         Company (1), the  Promoters  (as defined  therein)  (2), 3i plc (3), 3i
         Group plc (4), 3i  Parallel  Ventures LP (5) and 3i UKIP II LP dated 26
         February 1999;

         "Intellectual  Property" means patents, trade marks or names whether or
         not registered or capable of registration,  business names,  registered
         designs, design rights, copyrights, database rights, the right to apply
         for  registrations of and applications to register any of the preceding
         items,  together with the rights in  inventions,  processes,  software,
         know-how,  trade or business secrets,  confidential  information or any
         process or other similar right or asset capable of protection  enjoyed,
         owned,  used or licensed by any Group member in any  relevant  country,
         and rights in the nature of unfair competition rights and rights to sue
         for passing off, in each case wherever in the world enforceable;

         "Investment  Agreements"  the  Initial  Investment  Agreement  and  the
         Supplemental Investment Agreement;

         "Junior  Mezzanine  Facility  Agreement"  means  the  junior  mezzanine
         facility  agreement  dated 26  February  1999  between  the Company (1)
         Credit  Agricole  Indosuez  and The Governor and Company of the Bank of
         Scotland as the Junior Mezzanine  Arrangers (2) The Banks and Financial
         Institutions  whose  names  and  addresses  are set out in  Schedule  1
         thereto  (3) and Credit  Agricole  Indosuez  (as the  Junior  Mezzanine
         Agent) (4) as varied, amended or restated from time to time;

         "Loan Note  Instrument"  means the  instrument  to be  executed  by the
         Purchaser constituting the Loan Notes in the agreed terms;



<PAGE>
                                      -5-


         "Loan  Notes"  means the loan notes in the agreed terms to be issued by
         the Purchaser to the Managers  pursuant to clause 6.3(d)  including the
         form of letter of credit to support the Loan Notes in substantially the
         agreed terms;

         "Management  Accounts"  means  the  management  accounts  of the  Group
         covering the period 1 January 2002 to 28 February 2002;

         "Managers"  means Stephen  Johnson,  Andrew McRae,  Paul  Charlesworth,
         Jean-Luc Buridans and Adrian Burn;

         "Managers'  Representative"  means the  representative  of the Managers
         appointed pursuant to clause 16.3;

         "Material  Adverse  Change" means an act, event or  circumstance  which
         occurs in the period  between  the date hereof and  Completion  where a
         Group member  suffers an adverse  effect which  materially  reduces the
         value of the Group as a whole.

         In  arriving  at a  determination  of the  value of the  Group  for the
         purposes of determining  whether a Material Adverse Change has occurred
         regard shall be had to the manner by which the  purchase  price for the
         Shares has been agreed by the parties.

         For  the  purposes  of  determining  whether  such  an  act,  event  or
         circumstance has occurred, any act, event or other circumstance arising
         from any of the following  shall not be taken into account and shall be
         excluded:

         (a)      any seasonal or cyclical  effect on the Group's  business (not
                  specific to the  business)  or the industry in which the Group
                  operates (the "Industry")  consistent with previous experience
                  in the business of the Industry  (provided  that such event or
                  change   does   not   adversely   affect   the   Group   in  a
                  disproportionate  manner  when  compared  to  other  companies
                  carrying on business in the Industry);

         (b)      the occurrence or  continuance  of any material  disruption or
                  material  adverse change in the financial,  banking or capital
                  markets (provided that such event or change does not adversely
                  affect the Group in a disproportionate manner when compared to
                  other companies carrying on business in the Industry);

         (c)      any economic,  political,  regulatory  or other  circumstances
                  which are not  specific to the Group and which are outside the
                  reasonable  control of the Group  (provided that such event or
                  change   does   not   adversely   affect   the   Group   in  a
                  disproportionate  manner  when  compared  to  other  companies
                  carrying on business in the Industry); and

         (d)      any  event  or  change   generally   affecting  the  Industry,
                  including  general  economic or  financial  conditions  in the
                  Industry,  (provided  that  such  event  or  change  does



<PAGE>
                                      -6-


                  not adversely  affect the Group in a  disproportionate  manner
                  when compared to other  companies  carrying on business in the
                  Industry);

         "Material Contracts" has the meaning given in clause H.7 of Schedule 4;

         "Mezzanine  Facility  Agreement" means the mezzanine facility agreement
         dated 26 February 1999 between the Company (1) Credit Agricole Indosuez
         and The Governor  and Company of the Bank of Scotland as the  Mezzanine
         Arrangers  (2) The Banks and  Financial  Institutions  whose  names and
         addresses  are set out in  Schedule 1 thereto  (3) and Credit  Agricole
         Indosuez as  Mezzanine  Agent (4) as varied,  amended or restated  from
         time to time;

         "Net Asset  Statement"  has the  meaning set out in Schedule 6, Part A,
         paragraph 1;

         "Net Assets" means the net assets of the Group as at the Effective Date
         as set out in Part B of  Schedule  6 next to the  title  "Adjusted  Net
         Assets"; "Net Cash Schedule" has the meaning given in clause 4.2(b);

         "Non-Tax  Warranties"  means those warranties set out in Schedule 4 and
         in clauses 8.12 and 8.13;

         "Non-Tax  Warranty  Claim"  means any claim for  breach of any  Non-Tax
         Warranties;

         "Principal  Group  Members" has the meaning  given in clause  H.8(a) of
         Schedule 4;

         "Proceedings" means any proceedings,  suit, or action arising out of or
         in connection with this Agreement;

         "Properties" means the properties  occupied by Group members in the UK,
         France, Canada and Japan as described in Schedule 3;

         "Purchaser's  Auditors" means such firm of chartered accountants as the
         Purchaser may appoint from time to time for the purposes of Schedule 6;

         "Purchaser's   Group"   means   the   Guarantor   and  its   Subsidiary
         Undertakings;

         "Purchaser's  Solicitors"  means  Baker &  McKenzie  of 100 New  Bridge
         Street, London EC4V 6JA;

         "PVML"  means  Parallel  Ventures  Managers  Limited,  being one of the
         Sellers in its  capacity  as  administrator  of the  Parallel  Ventures
         (No.2) Co-Investment Plan;

         "Respective  Proportions"  means  (in  relation  to  the  Sellers)  the
         proportions  in which  they  receive  the  Consideration  as set out in
         Schedule 1 column 3;


<PAGE>
                                      -7-



         "Restricted Area" means:

         (a)      the United Kingdom,  Belgium,  Canada, France, Germany, Italy,
                  Japan, Luxembourg,  the Netherlands,  the Republic of Ireland,
                  Spain and Switzerland (in the case of Stephen Johnson,  Andrew
                  McRae and Adrian Burn);

         (b)      the United Kingdom (in the case of Paul Charlesworth); or

         (c)      France (in the case of Jean-Luc Buridans);

         "Restricted  Business"  means the businesses of the Group carried on at
         the  Completion  Date  save in  respect  of Adrian  Burn  where in each
         circumstance  Restricted  Business  shall  mean the  businesses  of any
         company whose  principal  activities are the provision of  outplacement
         services;

         "Restricted  Period" means a period  commencing on the Completion  Date
         and ending on the second anniversary of the Completion Date;

         "Retention"  means,  in respect of the Sellers who are not Managers and
         Jean-Luc  Buridans,  the  cash  amount  of  (pound)1,802,895.00  and in
         respect of the Managers  (but  excluding  Jean-Luc  Buridans) a nominal
         amount of  (pound)197,105 of the Loan Notes in each case in the amounts
         set out in Schedule 1, column 6, to be retained from the  Consideration
         and dealt with in accordance with the provisions of clause 7;

         "Retention Account" means the bank account referred to in clause 7.1;

         "Retention  Account Letter of Instruction"  means the retention account
         letter of instruction in the agreed terms;

         "Sellers' Auditors" means Deloitte & Touche of Hill House, 1 Little New
         Street, London EC4A 3TR;

         "Sellers' Solicitors" means Lovells of 65 Holborn Viaduct,  London EC1A
         2DY;

         "Senior Employee" has the meaning given to it in clause 4.5(l);

         "Senior Facilities  Agreement" means the facilities  agreement dated 26
         February 1999 between the Company (1) Credit Agricole  Indosuez and The
         Governor  and Company of the Bank of Scotland as Senior  Arrangers  (2)
         The Banks and Financial  Institutions whose names and addresses are set
         out in Schedule 1 thereto (3) The  Governor  and Company of the Bank of
         Scotland as Ancillary  Facilities Bank (4) and Credit Agricole Indosuez
         as the Senior  Agent (5) as varied,  amended or  restated  from time to
         time;

         "Shares"  means  the  issued  shares  in the  capital  of  the  Company
         described in Schedule 1, being the entire  issued share  capital of the
         Company;


<PAGE>
                                      -8-



         "Subsidiary  Undertakings" means the subsidiary undertakings in respect
         of which the Company is a parent  undertaking,  full details of each of
         which are set out in Schedule 2 and  "Subsidiaries"  shall be construed
         accordingly;

         "Supplemental   Investment   Agreement"  the  supplemental   investment
         agreement  between the Company (1), the Promoters (as defined  therein)
         (2), 3i plc (3),  3i Group plc (4), 3i Parallel  Ventures LP (5) and 3i
         UKIP II LP dated 6 April 1999;

         "Tax Covenant" means the covenant set out in Schedule 5, Part A;

         "Tax Disclosure Letter" means Part two of the Disclosure Letter;

         "Tax Warranties" means those warranties set out in Schedule 5, Part B;

         "Taxation" has the meaning  ascribed to it in paragraph 1 of Schedule 5
         and "Tax" shall be construed accordingly;

         "UK Group Members" means the Company, Coutts Consulting Limited, Coutts
         Consultants Limited, Coutts PDC Limited and Corecare Limited;

         "Warrantholders" means CAI and the Bank of Scotland;

         "Warrantholders'  Representatives" means Mr Ken Penton of CAI and Sarah
         McGaw of Bank of Scotland;

         "Warranties" means the Non-Tax Warranties and the Tax Warranties; and

         "Warranty Claim" means any claim for breach of any of the Warranties.

1.2      In this Agreement, unless the context otherwise requires:

         (a)      references  to this  Agreement or any other  document  include
                  this Agreement or such other  document as varied,  modified or
                  supplemented in any manner from time to time;

         (b)      references to any party shall, where relevant, be deemed to be
                  references to or to include, as appropriate,  their respective
                  permitted successors, assigns or transferees;

         (c)      references   to  Recitals,   clauses  and  Schedules  and  sub
                  divisions of them are  references  to the Recitals and clauses
                  of, and Schedules to, this Agreement and sub divisions of them
                  respectively;

         (d)      references  to  any  enactment  include   references  to  such
                  enactment as re-enacted,  amended or extended  whether before,
                  on or (in the  case  only  of  re-enactment  or  consolidation
                  without   substantive   amendment)  after  the  date  of  this
                  Agreement and any  subordinate  legislation  made from time to
                  time  under it (except  to the  extent  that any  re-enactment



<PAGE>
                                      -9-


                  amendment or  extension  would  increase the  liability of any
                  party under this Agreement);

         (e)      references  to a "person"  include  any  individual,  company,
                  corporation,  firm, partnership,  joint venture,  association,
                  organisation,  institution,  trust or  agency,  whether or not
                  having a separate legal personality;

         (f)      references  to  the  one  gender  include  all  genders,   and
                  references to the singular include the plural and vice versa;

         (g)      any  reference  to   indemnifying   any  person   against  any
                  circumstance  includes  indemnifying  and holding  that person
                  harmless from all actions,  claims, demands and proceedings of
                  any nature from time to time made  against that person and all
                  losses,  damages,  payments,  awards,  costs or expenses made,
                  suffered or incurred  by that person as a  consequence  of, or
                  which would not have arisen but for, that circumstance;

         (h)      where any statement is qualified by the  expression "so far as
                  the  Managers  are  aware"  or "to the  best of the  Managers'
                  knowledge  and belief" or any similar  expression  it shall be
                  deemed to include  an  additional  statement  that it has been
                  made after due and careful enquiry;

         (i)      headings  are  inserted  for  convenience  only  and  shall be
                  ignored in construing this Agreement; and

         (j)      the words "company",  "subsidiary",  "subsidiary  undertaking"
                  and "parent  company"  have the meanings  given to them by the
                  Companies Act 1985 as amended by the Companies Act 1989.

1.3      The Recitals and Schedules to this Agreement form part of it.

1.4      The  Company is a party to this  Agreement  for the  purposes of clause
         15.2 only .

1.5      Any  reference  in this  Agreement  to a document  being "in the agreed
         terms" is to a document in the terms agreed between the parties and for
         identification  purposes  only signed or initialled by them or on their
         behalf on or before the date of this Agreement.

2.       SALE AND PURCHASE OF SHARES

2.1      On and subject to the terms of this  Agreement,  each Seller shall sell
         with full title  guarantee the Shares set opposite its name in Schedule
         1 and the  Purchaser  shall  purchase all the Shares on and with effect
         from Completion,  in each case free from all charges,  liens, equities,
         encumbrances,  claims or restrictions  whatsoever and together with all
         rights which are now, or at any time hereafter may become,  attached to



<PAGE>
                                      -10-


         them (including  without  limitation the right to receive all dividends
         and distributions declared, made or paid on or after Completion).

2.2      Each Seller  agrees that it and its  nominees  hereby  waive any rights
         which may have been conferred on them under the articles of association
         of the  Company  or  otherwise  or in any  other way to have any of the
         Shares  offered  to them  for  purchase  at any time on or  before  the
         transfer of the Shares pursuant to the provisions of this Agreement.

2.3      The  Purchaser  shall not be obliged to complete the purchase of any of
         the  Shares  unless  the  purchase  of  all  the  Shares  is  completed
         simultaneously.

3.       CONDITIONS

3.1      Completion is conditional upon:

         (a)      in relation to the Irish Mergers and Monopolies  (Control) Act
                  1978 (as amended) (the "Act"):

                  (i)      the receipt by one or more  parties of a statement in
                           writing  by the  Minister  indicating  that  she  has
                           decided not to make an order  under  section 9 of the
                           Act in relation to the transaction;

                  (ii)     in the event of a conditional  order having been made
                           under  section  9 of the  Act by  the  Minister,  the
                           Purchaser and the 3i  Representative  being satisfied
                           with the  conditions of that order and the conditions
                           of that order having been complied with in full; or

                  (iii)    the relevant period  specified in section 6(1) of the
                           Act having elapsed  without the Minister  having made
                           an order  under  section 9 of the Act in  relation to
                           the transaction;

         (b)      the Sellers  (other than the Managers and PVML) so far as they
                  are able in their capacity as  shareholders in the Company and
                  the Managers  not having  failed in any respect to comply with
                  their obligations under clauses 4.1(b),  4.2(a),  4.4(a), (b),
                  (c),  (d),  (g),  (k) (o) or (s), or if having so failed,  not
                  thereafter  and upon  reasonable  written  notice  failing  to
                  remedy  any  such  failure  to  the   Purchaser's   reasonable
                  satisfaction  PROVIDED  THAT  this  condition  shall  only  be
                  treated as not having been  satisfied if the  consequences  of
                  any such  failure  are  material in the context of the sale of
                  the Shares;

         (c)      Warranties  N.1 to  N.8  (inclusive)  in  Schedule  4 and  the
                  warranties  set out in clause 8.11 remaining true and accurate
                  at  Completion  (subject  to the  contents  of the  Disclosure
                  Letter) as if repeated at Completion;




<PAGE>
                                      -11-


         (d)      no  temporary  restraining  order,  preliminary  or  permanent
                  injunction or other order issued by a  Governmental  Entity of
                  competent jurisdiction being in effect which has the effect of
                  making the sale of the Shares  contemplated  by this Agreement
                  illegal or otherwise prohibiting its consummation;

         (e)      there being no Material Adverse Change;

         (f)      the  satisfaction  or waiver of all the  conditions  precedent
                  (other  than  any  condition  precedent  as to this  Agreement
                  becoming  unconditional)  to the  draw  down of  funds  by the
                  Guarantor set out in the  commitment  letter dated 26 February
                  2002 from First Union National Bank and First Union Securities
                  Inc. to the Guarantor (the "Commitment Letter"); and

         (g)      there  being no  pending  or, to the actual  knowledge  of the
                  Purchaser,    the   3i   Representative   or   the   Managers'
                  Representative,  threatened  claim,  action,  investigation or
                  proceeding  seeking to restrain or prohibit the sale of Shares
                  contemplated  by this  Agreement  where  in the  opinion  of a
                  Queen's  Counsel  of at  least 10 years  call  (or  where  the
                  relevant law is not English  law,  another  reputable  lawyer)
                  with relevant expertise there is a reasonable basis for such a
                  claim, action, investigation or proceeding.

3.2      Without  prejudice  to the  foregoing,  each  of the  Managers  and the
         Purchaser  agrees that it shall use its reasonable  endeavours (and the
         Managers  shall  procure so far as they are able that the  Company  and
         each other Group member shall) upon a request from the other,  promptly
         co-operate  with  and  provide  all  necessary  information  reasonably
         required by the other or by the relevant authority or agency in respect
         of all requests and enquiries in connection with this Agreement and the
         arrangements relating thereto from any such authority or agency for the
         purposes of satisfying the conditions set out in clause 3.1(a).

3.3      Without prejudice to the foregoing,  the Purchaser agrees that it shall
         use its best  efforts to procure that the  condition  set out in clause
         3.1(f) is satisfied.

3.4      If all the  conditions  specified in clause 3.1 have not been satisfied
         or have not been waived by the Purchaser and the 3i Representative,  in
         the case of clauses  3.1(a),  (d) and (g), or by the  Purchaser  in the
         case of  clauses  3.1(b),  (c),  (e) and (f) by 12 noon  (UK  time)  on
         Thursday 28 March 2002, then:

         (a)      this  Agreement  shall  terminate  and have no further  effect
                  (subject  only to  clauses 11  (Announcements),  15 (Costs) 23
                  (Governing law and jurisdiction) and 25 (Warrantholders) which
                  shall continue in force; and

         (b)      subject to those provisions referred to in (a) above surviving
                  in force and further  subject to any liability which may arise
                  from any breach of the obligations



<PAGE>
                                      -12-


                  contained in this Agreement prior to termination,  the parties
                  shall  be  released  from  all   liabilities  and  obligations
                  hereunder.

4.       PRE-COMPLETION

4.1      On or prior to the date of this Agreement:

         (a)      the  Guarantor  shall  deliver to the  Sellers,  in the agreed
                  terms, a written legal opinion from Fox Rothschild,  O'Brien &
                  Frankel LLP addressed to the parties to this Agreement; and

         (b)      the  Managers   shall  procure  that  a  schedule   containing
                  statements  from  Bank of  Scotland,  CAI  and  each of the 3i
                  Sellers detailing:

                  (i)      the Estimated Effective Date Indebtedness; and

                  (ii)     the Estimated  Completion  Date  Indebtedness of each
                           Group   member  which  is  estimated  as  the  amount
                           required to be discharged by the Company prior to the
                           delivery of the deeds of release in  accordance  with
                           clause 6.4(d) is delivered to the Purchaser.

4.2      Pending Completion, the Managers shall procure that:

         (a)      a  schedule  containing  redemption  statements  from  Bank of
                  Scotland, CAI and each of the 3i Sellers confirming:

                  (i)      the actual amount of the Effective Date Indebtedness;
                           and

                  (ii)     the actual amount of the Completion Date Indebtedness
                           of each Group member required to be discharged by the
                           Company  prior to delivery of the deeds of release in
                           accordance with clause 6.4(d).

                  is  delivered  to the  Purchaser by 9:30 a.m. (UK time) on the
                  Business Day of Completion;

         (b)      a schedule, including:

                  (i)      bank statements of each UK Group Member together with
                           a reconciliation of these figures as at the Effective
                           Date,  detailing the aggregate  amount of cash of the
                           UK Group  Members (as shown in the cash book  balance
                           in the nominal  ledger of each UK Group  Member as at
                           the  Effective  Date)  less  any  overdraft   granted
                           pursuant to the Facilities  Documents  excluding cash
                           held in the "Dissenters' Accounts" at Lloyds TSB Bank
                           plc; and

                  (ii)     bank  statements of each Group Member (other than the
                           UK Group Members)  together with a reconciliation  of
                           these figures as at the Effective Date, detailing the
                           amount of cash of each Group  Member (as shown in



<PAGE>
                                      -13-


                           the cash book  balance in the nominal  ledger of each
                           such Group Member).

                  is  delivered  to the  Purchaser  by 12 noon (UK  time) on the
                  Business  Day  before  the  Completion  Date  (the  "Net  Cash
                  Schedule"); and

         (c)      the  Company  and each Group  member will carry on business in
                  the  ordinary  and usual  course  and,  without the consent in
                  writing of the Purchaser, will not do anything which is not of
                  a routine unimportant nature.

4.3      (a)      If the amounts of the Estimated  Effective  Date  Indebtedness
                  and of the actual  amount of the Effective  Date  Indebtedness
                  (as  established  by  the  statements  delivered  pursuant  to
                  clauses 4.1(b) and 4.2(a)) differ, the following provisions of
                  this clause shall apply so as to effect an  adjustment  to the
                  Consideration payable by the Purchaser at Completion.

         (b)      If the amount of the Estimated  Effective Date Indebtedness is
                  more than the actual amount of the Effective Date Indebtedness
                  then  the  amount  of  the  Consideration  to be  paid  by the
                  Purchaser  to the Sellers  pursuant to clause  6.3(d) shall be
                  increased by the amount of such difference, such payment to be
                  shared  between  the  Sellers  in the  proportions  set out in
                  Schedule 1, column 3.

         (c)      If the amount of the Estimated  Effective Date Indebtedness is
                  less than the actual amount of the Effective Date Indebtedness
                  then  the  amount  of  the  Consideration  to be  paid  by the
                  Purchaser  to the Sellers  pursuant to clause  6.3(d) shall be
                  reduced by the amount of such difference, such reduction to be
                  shared  between  the  Sellers  in the  proportions  set out in
                  Schedule 1, column 3.

         (d)      The  aggregate  amount  of the cash of the Group as set out in
                  the Net  Cash  Schedule  (if  positive)  shall  be paid by the
                  Purchaser   to  the  Sellers  as  an   additional   amount  of
                  Consideration such payment to be shared between the Sellers in
                  the proportions set out in Schedule 1, column 3.

4.4      Without   prejudice  to  the  provisions  of  clause  4.2(c),   pending
         Completion,  the Sellers  (other than PVML and the  Managers) so far as
         they are able in their capacity as  shareholders in the Company and the
         Managers  shall  procure  so far as  they  are  able  that  none of the
         following matters will occur or be undertaken without the prior written
         consent of the Purchaser:

         (a)      the  modification  of any of the rights attached to any shares
                  in any Group  member or the creation or issue of any shares or
                  the grant or  agreement to grant any option over any shares or
                  uncalled capital of any Group member or the issue by any Group
                  member of any obligations convertible into shares;



<PAGE>
                                      -14-


         (b)      the  capitalisation or repayment of any amount standing to the
                  credit of any reserve of any Group member or the redemption or
                  purchase  of any  shares  or any other  reorganisation  of the
                  share capital of any Group member;

         (c)      the admission of any person (howsoever  occurring) as a member
                  of  any  Group  member  or the  transfer  or  approval  of the
                  transfer of any Shares;

         (d)      the sale or  disposal  of any  asset  with a value  in  excess
                  of(pound)50,000  (otherwise  than in the  ordinary  course  of
                  business) or the shares of any Group member;

         (e)      the  passing  of any  resolution  by the  members of any Group
                  member, including any alteration to the Memorandum or Articles
                  of Association or equivalent  constitutional  documents of any
                  Group member;

         (f)      the giving by any Group  member of any  guarantee or indemnity
                  other than in the ordinary course of business;

         (g)      the acquisition by any Group member of any shares of any other
                  company  or the  participation  by  any  Group  member  in any
                  partnership, consortium, association or joint venture;

         (h)      the  creation  or issue or  allowing to come into being of any
                  mortgage,  charge or other security  interest upon or over any
                  part of the  property  or assets or  uncalled  capital  of any
                  Group  member or the  creation  or issue of any  debenture  or
                  debenture stock;

         (i)      the  appointment  of any  person  as a  director  of any Group
                  member;

         (j)      the entry by any Group member into any capital commitment in a
                  sum in excess  of(pound)25,000  (whether  by way of  purchase,
                  lease, hire purchase or otherwise);

         (k)      any Group  member  making any  material  change in the nature,
                  scope or organisation of its business;

         (l)      any Group member employing or engaging, or making any offer of
                  employment or engagement to, any employee or consultant  whose
                  annual   remuneration  or  fees  would  be  likely  to  exceed
                  (pound)50,000  (a "Senior  Employee")  or making any  material
                  changes (whether immediate, conditional or prospective) in the
                  terms of employment  (including,  without  limitation,  in the
                  amount or basis of the  emoluments  or benefits) of any of its
                  Senior Employees or in any arrangements with its consultants;

         (m)      any Group member  entering into any  agreement or  arrangement
                  with any trade union,  works  council,  staff  association  or
                  other  employee  representative  body in



<PAGE>
                                      -15-

                  respect of any of its  employees  or  directors,  outside  the
                  ordinary course of its business;

         (n)      any  Group  member  granting  or  entering  into any  licence,
                  franchise or other  agreement or  arrangement  concerning  any
                  part of its name, trading names or know-how;

         (o)      any Group member entering into  transaction with any Seller or
                  any of its Connected  persons other than on arm's length terms
                  and for full and proper consideration;

         (p)      any Group member  entering into,  modifying or terminating any
                  contract with a value in excess of(pound)250,000;

         (q)      subject to clause 4.7, no Group Member will institute,  settle
                  or agree any legal  proceedings  (other  than in  relation  to
                  routine debt collection);

         (r)      no Group  Member  will enter  into,  effect or vary any claim,
                  disclaimer,  surrender,  election  or  consent  of a  material
                  nature for tax purposes; and

         (s)      the  Company  will not  declare or make any  dividend or other
                  distribution  to the Sellers  (including any dividend  accrued
                  since 1  January  2002)  and no  other  amounts  shall be paid
                  (either in cash or in kind) by any Group  member to any Seller
                  or any person  Connected with any Seller,  except  pursuant to
                  any  agreement  in  existence  at the  date  hereof  which  is
                  disclosed in this Agreement or in the Disclosure Letter.

4.5      The Managers undertake to procure that, pending Completion:

         (a)      the Purchaser and its agents and  professional  advisers will,
                  upon  reasonable  notice and during normal working  hours,  be
                  allowed access to, and, where reasonably practicable,  to take
                  copies of (at the  expense  of the  Purchaser),  the books and
                  records  of or  relating  in  whole  or in part to the  Group,
                  subject to such  access not  materially  interfering  with the
                  carrying on of the business of the Group; and

         (b)      the Purchaser is notified as soon as reasonably practicable of
                  any written notice,  demand,  citation or other  communication
                  received by any Group  member from any third party  (including
                  any  relevant  authority  or  agency),  in each case  which is
                  material to the  operation  of the  business of the Group as a
                  whole.

4.6      The Managers  will procure,  so far as they are able,  that each of CCG
         and Coutts Career  Consultants  Japan Limited ("CCCJ") will suspend its
         current  litigation  against Henry Kawakami in the period from the date
         of this Agreement  until  Completion  provided that such  suspension is
         without prejudice to CCCJ's claim.


<PAGE>
                                      -16-



4.7      Each of the  Company  (for  itself  and on behalf  of its  other  Group
         members)  and the  Purchaser  (for  itself  and on  behalf of the other
         members of the  Purchaser's  Group)  agrees that pending  Completion it
         will not  canvass  or  solicit  existing  customers  or  clients of the
         Purchaser's  Group  or the  Group  (as  the  case  may  be)  using  the
         confidential information that has been obtained during the negotiations
         leading up to signing of the this Agreement.

5.       CONSIDERATION

5.1      The price  payable to the Sellers by the Purchaser for the Shares shall
         be  the  sum  of  (pound)40,170,042.93  which  shall  be  satisfied  on
         Completion by the issue of the Loan Notes and payment of the balance in
         cash,  both in accordance with the provisions of clause 6.3 and subject
         to any adjustments to be made in accordance with clauses 4.3 and 7.

5.2      As  between   themselves,   the  Sellers   shall  be  entitled  to  the
         Consideration and any further payment to the Sellers as is provided for
         under clause 7 in the  proportions set out in column 3 of Schedule 1 in
         each  case in cash or in loan  notes as set out in  columns  4 and 5 in
         Schedule  1,  subject  , in the  case of all  Sellers,  other  than the
         Managers  (excluding  Jean-Luc  Buridans)  for this  purpose,  to their
         relevant  respective  entitlements  to cash as indicated in column 6 of
         Schedule 1 amounting to  (pound)1,802,895  in total being  deposited in
         the Retention  Account in accordance  with clause 6.3(c) and then dealt
         with in accordance with clause 7. The Sellers shall be severally liable
         to make any payment to the Purchaser under clause 7.

6.       COMPLETION

6.1      Subject to the provisions of this clause and the satisfaction or waiver
         of all the conditions  specified in clause 3.1,  Completion  shall take
         place at the offices of the Sellers'  Solicitors on the Completion Date
         or at such  other  place  and/or on such other date as may be agreed by
         the Purchaser, the 3i Representative and the Managers Representative.

6.2      On Completion,  the Purchaser  shall procure that to the extent that it
         has been included in the Effective Date  Indebtedness and so far as the
         same shall not have already been done:

         (a)      all  monitoring  fees due to 3i plc from the Company under the
                  Investment  Agreements are paid up to date to 3i Group plc (on
                  behalf of 3i plc); and

         (b)      all sums due in respect  of 3i Group  plc's  special  director
                  pursuant to the  Investment  Agreements are paid up to date to
                  3i Group plc (on behalf of 3i plc).

6.3      On Completion the Purchaser shall:

         (a)      procure  repayment by the Company and/or the  Subsidiaries  of
                  the Completion Date Indebtedness;


<PAGE>
                                      -17-


         (b)      procure the payment by the Company  of(pound)325,000  plus VAT
                  to Adrian Burn;

         (c)      pay the cash  element  of the  Retention  into  the  Retention
                  Account;

         (d)      pay the  remainder  of the  Consideration  and any  additional
                  amount of Consideration  payable pursuant to the provisions of
                  clauses  4.3(b) and 4.3(d)  together with interest at the rate
                  of 2 per cent per annum over the base lending rate of Barclays
                  Bank PLC from time to time,  calculated on the sum referred to
                  in clause 5.1 after  adjustment in accordance  with clause 4.3
                  on a daily  basis for the period  from and  including  1 March
                  2002 up to but not including  the  Completion  Date  (provided
                  that the  Consideration  is paid in cleared funds on that date
                  and if it is not so paid, then interest shall be calculated to
                  include the Completion Date):

                  (i)      90.146%  in  cash  into  the  client  account  of the
                           Sellers'  Solicitors PO Box 544 at Barclays Bank plc,
                           54 Lombard  Street,  London EC3 9EX,  account  number
                           10610984 and sort code 20-00-00, to be held on behalf
                           of each of the Sellers as set out in Schedule 1;

                  (ii)     9.854% by the issue of the Loan Notes to the Managers
                           in the amounts  specified  by column 5 of Schedule 1;
                           and

         (e)      deliver to the  Sellers'  Solicitors  certified  copies of the
                  Loan Note Instrument  together with  certificates in favour of
                  each of the  relevant  Managers  for that number of Loan Notes
                  determined in accordance with clause 6.3(d)(ii)  together with
                  the agreed form Letter of Credit in favour of each Manager.

6.4      On  Completion  each Seller (in the case of clauses  6.4(a) and 6.4(b))
         and the Managers (in the case of clauses  6.4(c)-(g)  inclusive)  shall
         subject  to the  Purchaser's  compliance  with  clause  6.3 cause to be
         delivered to the Purchaser at the offices of the Sellers' Solicitors or
         at the  registered  office of the relevant  Group member (in respect of
         clause 6.4 (g)):

         (a)      a duly  executed  transfer  of the  Shares  set  opposite  the
                  relevant  Seller's name in Schedule 1 by the registered holder
                  thereof  in  favour  of the  Purchaser  (or as it may  direct)
                  together with the share  certificates  relating to such Shares
                  (or an indemnity  for a lost share  certificate  in the agreed
                  terms)  and  such  other  documents  (including  any  power of
                  attorney under which any document  required to be delivered by
                  it under this  clause  has been  executed  and any  waivers or
                  consents) as the Purchaser may require to enable the Purchaser
                  or its nominees to be registered as the holder of such Shares;

         (b)      an  irrevocable  power of attorney in the agreed  terms,  duly
                  executed by the holder of the Shares set against the  relevant
                  Sellers'  names in  column 1 of  Schedule  1,



<PAGE>
                                      -18-


                  in favour of the Purchaser  appointing the Purchaser to be its
                  lawful attorney in respect of such Shares;

         (c)      the written  resignation of Mike Pacitti (with effect from the
                  end of the relevant  board meeting  referred to in clause 6.5)
                  as an  officer  of the  Company  resigning  from  his  office,
                  executed as a deed in the agreed terms;

         (d)      duly executed  releases in the agreed terms of all  mortgages,
                  charges and debentures  granted or entered into by the Company
                  and each Group member  together  with, in the case of UK Group
                  members,  relative  declarations of satisfaction  (Forms 403A)
                  sworn by a director  of the Company  and each  relevant  Group
                  member respectively and in respect of non-UK Group members the
                  relevant  declaration of satisfaction  following  discharge of
                  the  Completion  Date  Indebtedness  (provided  that each such
                  release  delivered in respect of any such security  granted in
                  connection with the Facilities  Documents shall be held to the
                  order  of CAI by the  Purchaser  until  such  time  as CAI has
                  received  the   Completion   Date   Indebtedness   payable  in
                  connection  with the Facilities  Documents in accordance  with
                  clause 6.3(a));

         (e)      a  deed  in  the  agreed  terms   terminating  the  Investment
                  Agreements duly executed by the parties thereto;

         (f)      the  statutory  books (duly written up to date) of the Company
                  and its  certificates  of  incorporation  and common seals and
                  other  papers  and  documents  of each  Group  Member in their
                  possession; and

         (g)      the statutory books of each Group member and its  certificates
                  of incorporation and common seals (where relevant).

6.5      On  Completion,   the  Managers  shall,   subject  to  the  Purchaser's
         compliance  with clause 6.3, cause a board meeting of the Company to be
         duly  convened  and held and,  where  appropriate,  cause such board or
         other  meetings to be held or other steps as appropriate to be taken in
         respect of each  non-UK  Group  member  and of each UK Group  member so
         that:

         (a)      the  said  transfers  of the  Shares  shall  be  approved  for
                  registration (subject only to the transfers being duly stamped
                  at the cost of the Purchaser);

         (b)      such  persons as may be nominated  by the  Purchaser  shall be
                  appointed directors and secretary of the Group members (within
                  the maximum number,  if any,  permitted under their respective
                  articles of association); and

         (c)      all  authorities  to the bankers of each Group Member shall be
                  revoked and  authority  shall be given to such  persons as the
                  Purchaser  may  nominate to operate the bank  accounts of each
                  Group Member.




<PAGE>
                                      -19-


6.6      The  Sellers'  Solicitors  are  hereby  irrevocably  authorised  by the
         Sellers to receive all amounts expressed to be payable to them pursuant
         to any  provision  of this  Agreement  and the receipt by the  Sellers'
         Solicitors  of each such amount  shall be an absolute  discharge to the
         Purchaser who shall not be concerned to see to the  application  of any
         such amount thereafter.  All sums paid by or on behalf of the Purchaser
         to the Sellers' Solicitors for the purposes of Completion shall be held
         to the Purchaser's order pending Completion otherwise having occurred.

6.7      At  Completion,  the  obligations of the parties under the Tax Covenant
         shall take effect.

6.8      Without prejudice to any other remedies available to the Purchaser,  if
         in any respect the provisions of clauses 6.4(a),  (b), (d), (e) and (f)
         (but only in respect of any failure to deliver the  statutory  books of
         the  Company)  are  not  complied  with  by any of the  Sellers  on the
         Completion Date, the Purchaser may:

         (a)      defer  Completion  to a date not less than  seven days and not
                  more than 28 days after the  Completion  Date (and so that the
                  provisions  of this clause 6.8 shall apply to Completion as so
                  deferred) and if in any respect the  provisions of this clause
                  6 are not complied with by any of the Sellers at such deferred
                  Completion, the Purchaser may rescind this Agreement; or

         (b)      proceed to Completion so far as practicable (without prejudice
                  to its rights under this Agreement).

7.       RETENTION AND NET ASSET ADJUSTMENT

7.1      The cash element of the  Retention  (being  (pound)1,802,895)  shall on
         Completion  be paid into a  designated  interest-bearing  account  with
         Barclays  Bank PLC, in the joint names of the Sellers'  Solicitors  and
         the Purchaser's  Solicitors (the "Retention Account") and the Retention
         (together with interest accrued thereon) shall be applied in accordance
         with the provisions of this clause and the Retention  Account Letter of
         Instruction. The instructions given to Barclays Bank PLC on the setting
         up of the Retention  Account shall include an instruction  that no sums
         may be  released  from the  Retention  Account at any time  without the
         authority of the Purchaser's Solicitors and the Sellers' Solicitors.

7.2      Following Completion,  the amount of the Net Assets shall be calculated
         as at the Effective Date in accordance with Schedule 6.

7.3      (a)      If the amount of the Net Assets is less than the  Expected Net
                  Assets  then the amount of the  difference  together  with any
                  interest  accrued on this amount from the Effective  Date (and
                  for these purposes interest shall be deemed to have accrued on
                  this sum during the period from and including 1 March 2002 and
                  up to and including the  Completion  Date at the rate of 2 per
                  cent per annum over the base  lending  rate of  Barclays  Bank
                  PLC,  from time to time  calculated on a daily



<PAGE>
                                      -20-


                  basis)  shall  be paid to the  Purchaser  in  accordance  with
                  clause   7.4,   within   seven  days  of  the   agreement   or
                  determination of the value of the Net Assets.

         (b)      If the  value of the Net  Assets  is equal to zero or  greater
                  than zero,  then the  amount by which it is greater  than zero
                  together  with any  interest  accrued on this  amount from the
                  Effective  Date  (and for  these  purposes  interest  shall be
                  deemed to have  accrued on this sum during the period from and
                  including 1 March 2002 and up to and including the  Completion
                  Date at the rate of 2 per cent per annum over the base lending
                  rate of Barclays Bank PLC,  from time to time  calculated on a
                  daily  basis)  shall  be paid to the  Sellers'  Solicitors  on
                  behalf of the Sellers in their  Respective  Proportions by the
                  Purchaser  within seven days of the agreement or determination
                  of the  value  of the Net  Assets.  Such  payment  shall be in
                  addition to the release of the Retention referred to in clause
                  7.6.

7.4      The  aggregate  liabilities  of all Sellers  specified in clause 7.3(a)
         shall in each case be satisfied by a combination  of payment in cash of
         amounts  standing  to the credit of the  Retention  Account  and by the
         cancellation of the Loan Notes held by the relevant Managers  following
         their issue pursuant to clause 6.3(d)(ii). The liability of each Seller
         and the relevant combination by which such liabilities shall be settled
         and calculated shall be as follows:

         (a)      90.1458%  of any  amount  payable  to the  Purchaser  shall be
                  satisfied in cash from the Retention Account in respect of the
                  money  otherwise   payable  to  the  3i  Sellers,   PVML,  the
                  Warrantholders,  The  Royal  Bank of  Scotland  Trust  Company
                  (Jersey) Limited and Jean-Luc Buridans; and

         (b)      9.8542% of any amount payable to the Purchaser being satisfied
                  by cancellation of the relevant  principal  amount of the Loan
                  Notes  (including  interest accrued and accruing in respect of
                  such  notes up to the date of  cancellation)  of the  relevant
                  Managers  (being  each of the  Managers  other  than  Jean-Luc
                  Buridans) in the relevant proportions of such Managers to each
                  other as set out alongside their names in column 3 of Schedule
                  1 and the cancellation of each (pound)1 of principal amount of
                  Loan Note shall extinguish (pound)1 of liability.

7.5      Pending the  agreement  of the Net Assets  pursuant to clause 7.3,  the
         Retention  and  all  interest  accrued  thereon  shall  be  held in the
         Retention Account until the Net Assets are finally settled or otherwise
         determined.

7.6      Following  any  payments  required  pursuant to clauses 7.3 and 7.4 the
         parties  shall  procure that the cash element of the  Retention (or the
         balance thereof  following any such payments) and all interest  accrued
         thereon  shall be  forthwith  released to the  Sellers'  Solicitors  on
         behalf of the 3i Sellers,  PVML, the Warrantholders,  The Royal Bank of
         Scotland Trust Company (Jersey)  Limited and Jean-Luc  Buridans and all
         rights of the



<PAGE>
                                      -21-


         Purchaser  arising  under this clause 7 as  exercisable  hereunder  and
         under condition 3.12 of the Instrument  constituting  the Loan Notes to
         cancel any principal amount  (including  interest) under the Loan Notes
         in respect of any liability of the relevant  Managers under this clause
         7 shall forthwith cease.

7.7      The Sellers  and the  Purchaser  shall  promptly  give to the  Sellers'
         Solicitors and the Purchaser's Solicitors respectively all such written
         instructions  as shall be necessary to give effect to the provisions of
         this clause 7.

7.8      All payments  and the  cancellation  of Loan Notes  referred to in this
         clause 7 shall constitute an adjustment to the Consideration.

7.9      The  liability  of each  Seller  to  make a  payment  to the  Purchaser
         pursuant  to this  clause 7 shall be limited to and in any event  shall
         not exceed in the case of 3i Sellers,  PVML,  the  Warrantholders,  The
         Royal Bank of Scotland  Trust  Company  (Jersey)  Limited and  Jean-Luc
         Buridans  that  portion  of the  amount  standing  to the credit of the
         Retention  Account  from time to time  which is  proportionate  to that
         Sellers' portion of the Consideration  received by those Sellers and in
         the case of the relevant Managers the sum of  (pound)197,105  which may
         be satisfied by the  cancellation (on a (pound)1 for (pound)1 basis) of
         the relevant  proportion  for each  Manager of the  relevant  principal
         amount of their Loan Notes.

7.10     The Purchaser shall not be entitled to set-off any amounts due from the
         Sellers against the Retention  Account,  other than as provided in this
         clause 7.

8.       WARRANTIES

8.1      The Managers hereby warrant to the Purchaser (for itself and as trustee
         for its successors in title):

         (a)      at the date of this Agreement that the Warranties are true;

         (b)      at Completion,  the Warranties set out in paragraphs A.1, B.3,
                  C.6, C.8, C.9, D.1, N.1 to N.8  (inclusive)  of Schedule 4 and
                  the statement set out in clause 8.12 hereof will be true as if
                  repeated at Completion;

         (c)      at  Completion,  the  statement  set out in Clause 8.13 hereof
                  will be true,

         in each case subject to clauses 8.2 and 9.

8.2      The Warranties are given subject to the matters fairly disclosed by the
         Disclosure  Letter.  Subject to clause 8.4, no other  knowledge  and no
         investigation  by or on behalf of the  Purchaser  shall  prejudice  any
         claim made by the Purchaser  under the  Warranties or operate to reduce
         any liability in respect thereof.

8.3      The  Managers  acknowledge  that the  Purchaser  has entered  into this
         Agreement in reliance upon the  Warranties and has been induced by them
         to enter into this Agreement.



<PAGE>
                                      -22-


8.4      The Purchaser warrants to the Managers that at the date hereof, neither
         the Purchaser nor the Guarantor is actually  aware of any fact,  matter
         or circumstance which constitutes or is reasonably likely to constitute
         a breach of the  Warranties and to the extent that either the Purchaser
         or the Guarantor is so aware that any such matter  actually  would give
         rise to a claim,  no claim may be made under the  Warranties in respect
         of such fact, matter or circumstance.

8.5      Each of the  Managers  hereby  agrees to disclose to the  Purchaser  in
         writing as soon as reasonably  practicable  upon becoming  aware of the
         same, any matter, event or circumstance (including any omission to act)
         which may arise or become known to it after the date of this  Agreement
         and  before  Completion  which  constitutes  a  breach  of  any  of the
         Warranties.

8.6      The  Managers  shall  give  to the  Purchaser  and its  solicitors  and
         accountants  all such  information  and  documentation  relating to the
         Company and each Group member as the Purchaser shall reasonably require
         before Completion to enable it to satisfy itself as to the accuracy and
         due of observance of the Warranties.

8.7      Each of the  Warranties  set out in each paragraph of Schedules 4 and 5
         shall be separate and independent and shall not be limited by reference
         to any other paragraph of those Schedules.

8.8      The Managers agree with the Purchaser for itself and as trustee for the
         Group members and their respective  officers and employees to waive all
         the rights,  remedies or claims  which they have or may have in respect
         of any  misrepresentations  in or  omissions  from any  information  or
         advice  supplied  or  given by any  Group  member  or their  respective
         officers,  employees or agents and on which the Managers have relied in
         giving the Warranties,  preparing the Disclosure Letter and/or entering
         into this  Agreement  and/or the  documents  referred  to herein.  This
         clause shall not preclude any Manager from  claiming  against any other
         Manager under any right of contribution or indemnity to which he may be
         entitled.

8.9      The  Purchaser  acknowledges  that it does not rely on and has not been
         induced to enter into this  Agreement  on the basis of any  warranties,
         representations,   covenants,   undertakings,   indemnities   or  other
         statements  whatsoever,  other  than  those  expressly  set out in this
         Agreement and acknowledges  that,  except as set out in clauses 8.1 and
         8.11,  none of the  Sellers,  the Company or any Group member or any of
         their  agents,  officers or employees  have given any such  warranties,
         representations,   covenants,   undertakings,   indemnities   or  other
         statements.

8.10     The Purchaser warrants to each of the Sellers that:

         (a)      it has the  requisite  power and  authority  to enter into and
                  perform this  Agreement and the Tax Covenant and any documents
                  ancillary hereto;


<PAGE>
                                      -23-


         (b)      this Agreement and any documents  ancillary hereto  constitute
                  legal and binding  obligations  of the Purchaser in accordance
                  with their terms; and

         (c)      the  execution  and  delivery of, and the  performance  by the
                  Purchaser  of its  obligations  under this  Agreement  and any
                  documents ancillary hereto will not:

                  (i)      result in a breach of any provision of the memorandum
                           or  articles  of  association  or by  laws  or  other
                           constitutional documents of the Purchaser;

                  (ii)     result in a breach of, or constitute a default under,
                           any agreement or instrument to which the Purchaser is
                           a party or by which it is bound and which is material
                           in the context of the  transactions  contemplated  by
                           these agreements;

                  (iii)    result in a breach of any order,  judgment  or decree
                           of any  court or  governmental  agency  to which  the
                           Purchaser  is a party or by  which  it is  bound  and
                           which is material in the context of the  transactions
                           contemplated by these agreements; or

                  (iv)     require  the  Purchaser  to  obtain  any  consent  or
                           approval  of,  or give  any  notice  to or  make  any
                           registration   with,   any   governmental   or  other
                           authority which has not been obtained,  given or made
                           at the date hereof both on an unconditional basis and
                           on a basis which cannot be revoked (save  pursuant to
                           any legal or  regulatory  entitlement  to revoke  the
                           same other than by reason of any misrepresentation or
                           misstatement); and

         (d)      the  Purchaser  has provided to the Sellers or their  advisers
                  evidence  that  the  cost  to the  Purchaser  of  arranging  a
                  Commitment  Letter confirming debt facilities was in excess of
                  $250,000.

8.11     Each of the  Sellers in respect of itself and its Shares  only (and for
         the avoidance of doubt,  not in respect of any other Seller or Seller's
         Shares) severally warrant to the Purchaser that:

         (a)      it has the  requisite  power and  authority  to enter into and
                  perform this  Agreement  and any documents  required  pursuant
                  hereto to be entered into by it;

         (b)      this Agreement and any documents  required  pursuant hereto to
                  be entered into by it constitute legal and binding obligations
                  on it in accordance with their terms; and

         (c)      the sale of the  Shares by it under  this  Agreement  shall be
                  made with full title  guarantee and at Completion  such Shares
                  will be free from all charges, liens, equities,  encumbrances,
                  claims or restrictions whatsoever and together with all rights
                  which are at Completion or may at any time  thereafter  become
                  attached to them.



<PAGE>
                                      -24-


         For the avoidance of doubt, the limitations on claims set out in clause
         9 (other than clause 9.3 insofar as this clause relates to the Managers
         only)  shall not apply to any claims for  breach of the  warranties  in
         this clause 8.11 but the  aggregate  amount for any claims  against any
         Seller for breach of these  warranties in the case of any Seller who is
         not a Manager  shall not  exceed  the  Consideration  received  by that
         Seller.

8.12     All current  insurance  policies relating to the assets and business of
         each Group Member have been  disclosed to the Purchaser  and, so far as
         the  Managers  are aware,  are  adequately  summarised  in or otherwise
         disclosed by the Disclosure Letter. All premiums due in respect of such
         policies  have been paid and none of the Managers  will take any action
         between the date of this  Agreement and  Completion to put any of these
         policies in default.

8.13     The  Management  Accounts  have  been  carefully  prepared  on a  basis
         consistent with the Atlas 2001 Accounts and give a materially  accurate
         view of the assets and  liabilities and profits and losses of the Group
         as at and to the date they were drawn up.

9.       LIMITATION ON CLAIMS

9.1      The  Managers  shall  have no  liability  in  respect  of any breach or
         non-fulfilment  of any of the Non-Tax  Warranties  unless the Purchaser
         has  served on the  Managers'  Representative  a  written  notice on or
         before 31 March 2003 giving such reasonable particulars of the claim as
         the Purchaser then has including, if capable of any quantification when
         notice is given,  the  Purchaser's  then best estimate of the amount of
         the  Managers'  liability in respect  thereof and has issued and served
         proceedings  in respect  thereof  within six months of the date of such
         written notice (or, in the case of a claim against a Manager for which,
         at  the  time  at  which  the  same  is  notified   to  the   Managers'
         Representative,  in accordance  with the  foregoing  provisions of this
         clause 9.1,  that  Manager does not have  liability  pursuant to clause
         9.2,  within  six  months  of the date on which the  Manager  does have
         liability  for that claim for the purposes of clause 9.2 provided  that
         proceedings are in any event issued on or before 31 March 2004).

9.2      No Non-Tax Warranty Claim shall be made unless the amount to be claimed
         in respect of any single Non-Tax  Warranty Claim exceeds  (pound)25,000
         (provided  that claims  under the same  Non-Tax  Warranty in respect of
         similar facts and  circumstances  may be aggregated for these purposes)
         and unless the  aggregate  amount of all such Non-Tax  Warranty  Claims
         when  aggregated  with claims under the Tax Covenant and Tax Warranties
         exceeds  (pound)250,000  PROVIDED  that if such  aggregate  amount does
         exceed (pound)250,000,  the Managers' liability shall not be limited to
         the excess and the whole amount shall be recoverable  in full,  subject
         to clauses 9.3 and 9.4.



<PAGE>
                                      -25-


9.3      The  aggregate  amount of each  Manager's  liability  in respect of all
         Warranty  Claims and claims under the Tax Covenant  shall be limited to
         and in no event exceed the amount set opposite each  Manager's  name in
         column 7 of Schedule 1.

9.4      The liability of each of the Managers in respect of each Warranty Claim
         in respect of which they are jointly liable shall be proportionate,  so
         that each Manager's liability shall be limited to and shall in no event
         exceed a sum  equal  to a  fraction  of the  total  liability  of those
         Managers who are liable in respect of that  Warranty  Claim,  where the
         numerator of that  fraction is the amount set opposite  that  Manager's
         name in column 7 of  Schedule 1 and the  denominator  is the  aggregate
         amount set opposite the  respective  names in column 7 of Schedule 1 of
         all Managers who are liable in respect of that Warranty Claim.

9.5      The  Purchaser  and  each  Manager  shall be  entitled  to set off each
         Managers'  rights under the Loan Notes against any liability in respect
         of  Warranty  Claims and under the Tax  Covenant  that is agreed by the
         Managers  or  proven  in a  court  of  competent  jurisdiction  by  the
         cancellation of Loan Notes (excluding  interest accrued and accruing in
         respect of such notes up to the date of cancellation which shall remain
         for the benefit of the  Manager and shall be paid on the next  interest
         payment date) and the cancellation of each (pound)1 of principal amount
         of Loan Note shall  extinguish  (pound)1  of  liability,  save that the
         Managers  shall  have no right of  set-off  for claims if fraud by that
         Manager is established.

9.6      The Managers  shall not be liable in respect of any  Warranty  Claim if
         and to the extent that the loss  occasioned  thereby has been recovered
         under an earlier  Warranty  Claim.  The liability of the Managers under
         the Tax  Covenant  shall  be  reduced  if and to the  extent  that  the
         liability to Taxation shall have been recovered under the Warranties or
         under any part of the Tax Covenant (and vice versa).

9.7      The limitations on the liability of the Managers set out in this clause
         9 shall  not  apply  to any  Non-Tax  Warranty  Claim,  if the  Non-Tax
         Warranty  Claim  involves any  fraudulent  act or  fraudulent or wilful
         omission on the part of the Managers.

9.8      The Purchaser shall give written notice to the Managers' Representative
         as soon as reasonably  practicable following any breach or circumstance
         which may give rise to a Non-Tax Warranty Claim coming to the notice of
         the Purchaser  (but the failure of the Purchaser so to notify shall not
         prejudice  the  enforceability  of any claim notice of which shall have
         been served within the applicable time limits  specified  within clause
         9.1);

9.9      Clause 9.10 shall apply in circumstances where:

         (a)      any claim is made against any member of the Purchaser's  Group
                  which  may  give  rise  to a  Non-Tax  Warranty  Claim  by the
                  Purchaser against any of the Managers;

         (b)      any member of the  Purchaser's  Group is or may be entitled to
                  make  recovery  from some other person of any sum by virtue of
                  any facts or circumstances by



<PAGE>
                                      -26-


                  reference  to which  the  Purchaser  has or may have a Non-Tax
                  Warranty Claim against any of the Managers; or

         (c)      any of the Managers shall have paid to the Purchaser an amount
                  in respect of a Non-Tax  Warranty  Claim and subsequent to the
                  making of such  payment  any member of the  Purchaser's  Group
                  becomes or shall  become  entitled to recover  from some other
                  person a sum which is  recoverable  by virtue of the facts and
                  circumstances which gave rise to the claim,

         provided  that,  for the  avoidance of doubt,  the  provisions  of this
         clause  9.9  shall not apply to the  claim  made by Messrs  Axmith  and
         Adamson  against CCG (as referred to in the  Disclosure  Letter) or any
         claim made directly in connection therewith.

9.10     The  Purchaser  shall and shall  procure  that each other member of the
         Purchaser's Group shall:

         (a)      promptly and diligently  take all such action as the Managers'
                  Representative   may   reasonably   request,   including   the
                  institution of proceedings and the instruction of professional
                  advisers  to  act on  behalf  of the  relevant  member  of the
                  Purchaser's  Group,  to avoid,  dispute,  resist,  compromise,
                  defend or appeal  against any such claim  against the relevant
                  member of the  Purchaser's  Group as is  referred to in clause
                  9.9(a)  (other  than any claim the defence of which may in the
                  reasonable  opinion  of the  Purchaser  adversely  affect  the
                  goodwill  of  the  business  of  the  relevant  member  of the
                  Purchaser's  Group) or to make such recovery as is referred to
                  in paragraphs 9.9(b) or 9.9(c), as the case may be;

         (b)      not make any  admission of  liability or settle or  compromise
                  any claim  (other  than any claim the  defence of which may in
                  the reasonable  opinion of the Purchaser  adversely affect the
                  goodwill  of  the  business  of  the  relevant  member  of the
                  Purchaser's  Group)  which  has  given or may  give  rise to a
                  Non-Tax Warranty Claim against any of the Managers without the
                  prior written  consent of the Managers'  Representative  which
                  consent shall not be unreasonably withheld or delayed; and

         (c)      in the case of  paragraph  9.9(c)  only,  reasonably  promptly
                  repay to the Sellers'  Solicitors on behalf of the Managers an
                  amount  equal  to the  amount  so  recovered  (less  costs  of
                  recovery not  reimbursed  by the Managers and after  deducting
                  any amount of loss incurred by the Purchaser in respect of the
                  claim not compensated by the Managers or, if lower, the amount
                  paid by the Managers to the Purchaser,

         PROVIDED  THAT  the  Purchaser  shall  give  reasonable  access  to the
         Managers' Representative or his duly authorised  representatives during
         normal  working  hours on  reasonable  notice to all relevant  books of
         account,  records  and  correspondence  of the  relevant  member of the
         Purchaser's  Group  which  relate to such  Non-Tax  Warranty  Claim



<PAGE>
                                      -27-


         and permit the  Managers  and their  representatives  and  advisers  to
         ascertain  or extract any  relevant  information  therefrom  and (if so
         requested by the Managers at their own cost) provide copies thereof and
         will use all its  reasonable  endeavours  to procure  that the auditors
         (past and present) of any relevant  Group member make  available  their
         audit  working  papers  in  respect  of audits  of the  relevant  Group
         member's accounts for any relevant accounting period in connection with
         such Non-Tax  Warranty Claim or potential  Non-Tax  Warranty Claim. The
         Managers'  Representative  agrees that all confidential  information so
         obtained  shall  be  kept   confidential  and  only  disclosed,   on  a
         confidential basis, to other Managers and their professional advisers.

         PROVIDED  FURTHER THAT the Managers  shall  indemnify and hold harmless
         all members of the Purchaser's Group against all damages, losses, costs
         and expenses reasonably incurred by any of them arising from any action
         taken by any  member of the  Purchaser's  Group at the  request  of the
         Managers'  Representative  pursuant to clause 9.10(a) or any failure to
         admit any liability or settle or compromise any liability or claim,  as
         referred to in clause  9.10(b),  because the  Managers'  Representative
         refused to consent to such admission, settlement or compromise.

9.11     The Managers shall not be liable in respect of a Non-Tax Warranty Claim
         to the extent of:

         (a)      any amount which is included as a liability in or is otherwise
                  reflected  in respect of the  subject  matter of such  Non-Tax
                  Warranty Claim in the Net Asset Statement; or

         (b)      any  amount  by which  the  valuation  of any  asset  has been
                  reduced to take account of the subject  matter of such Non Tax
                  Warranty Claim in the Net Asset Statement.

         If any Non-Tax  Warranty Claim is made the Purchaser  shall use all its
         reasonable   endeavours   to  procure   that  the  Managers  and  their
         representatives and advisers are given reasonable access to the working
         papers   underlying  the  Net  Asset  Statement  for  the  purposes  of
         ascertaining  whether any, and if so what,  amount is applicable to the
         Warranty Claim for the purposes of this clause 9.11.

9.12     The  Managers  shall not have any  liability  in respect of any Non-Tax
         Warranty Claim to the extent that such Non-Tax Warranty Claim arises or
         is increased in  circumstances  in which the  Purchaser (or any persons
         deriving  title  from it) acts or  omits to act  (other  than an act or
         omission  carried out pursuant to a legally  binding  obligation of any
         Group member entered into on or before Completion) outside its ordinary
         course of  business  after  Completion  and it or any of its  directors
         knows that such act or omission  could  reasonably  be expected to give
         rise to or  increase  such  Non-Tax  Warranty  Claim  and a  reasonable
         alternative  course of action was  available to the  Purchaser  (or the
         person  deriving  title from it) which  could be  expected  not to have
         given  rise to such  Non-Tax  Warranty  Claim or to a Non-Tax  Warranty
         Claim of such amount.



<PAGE>
                                      -28-


9.13     Subject to the provisions of clause 14.2, the Warranties  shall only be
         actionable  by the  Purchaser  and no other  party shall be entitled to
         make any  Warranty  Claim or take any  action  whatsoever  against  the
         Managers under or arising out of or in connection therewith.

9.14     The  Purchaser  shall not be  entitled  to  rescind or  repudiate  this
         Agreement for any reason after Completion.

9.15     The Purchaser  shall not be entitled to claim that any fact,  matter or
         circumstance  constitutes  or gives rise to a Warranty  Claim if and to
         the extent that such fact, matter or circumstance:

         (a)      has been fairly disclosed in or pursuant to:

                  (i)      this Agreement; or

                  (ii)     the Disclosure Letter or the Tax Disclosure Letter.

9.16     The Purchaser  shall not be entitled to claim that any fact,  matter or
         circumstance  constitutes or gives rise to a claim under paragraph 2 of
         the Tax  Covenant  if and to the  extent  that  such  fact,  matter  or
         circumstance  has been fairly  disclosed in the Tax Disclosure  Letter.
         For the avoidance of doubt,  the Purchaser  shall be entitled to make a
         claim under paragraph 10 of the Tax Covenant  notwithstanding  that the
         fact, matter or circumstances  constituting or giving rise to the claim
         under  paragraph 10 of the Tax  Covenant has been  disclosed in the Tax
         Disclosure Letter.

9.17     The Managers  shall not be liable to make any payment in respect of any
         Warranty  Claim to the extent  that the claim is based upon a liability
         which  is  contingent  only  or  is  otherwise  not  capable  of  being
         quantified  unless and until such liability ceases to be contingent and
         becomes an actual liability or becomes capable of being quantified,  as
         the case may be

         PROVIDED THAT:

         (a)      this clause shall not operate to avoid a claim made in respect
                  of  a  contingent  or  unquantifiable   liability  within  the
                  applicable  time  limits   specified  in  clause  9.1  if  the
                  requisite  details of such claim have been provided before the
                  expiry of the relevant period (even if such liability does not
                  become an actual or  quantifiable  liability,  as the case may
                  be, until after the expiry of such period); and

         (b)      in relation to a claim made as mentioned in paragraph  9.17(a)
                  the time limits  specified in clause 9.1 shall be deemed to be
                  amended  in  respect of any such claim so as to cause any such
                  claim to cease and  determine  if such  claim has not become a
                  claim in  respect  of an actual  liability  or a  quantifiable
                  liability within 12 months of the date of provision of details
                  referred to at 9.17(a) and further if



<PAGE>
                                      -29-


                  proceedings  in respect of such claim have not been  commenced
                  in accordance with clause 9.1 within six months from such date
                  on which the liability  ceases to be contingent and becomes an
                  actual liability or becomes quantifiable, as the case may be.

9.18     If the Managers  pay any sum in respect of any Warranty  Claim or under
         the Tax Covenant the amount of the Consideration  paid by the Purchaser
         to the Managers  hereunder for the Shares shall be deemed to be reduced
         by the amount of any such payment.

9.19     Nothing  contained  in  this  clause  9  shall  limit  the  Purchaser's
         obligations at common law to mitigate any loss or damage resulting from
         or arising as a  consequence  of any  circumstances  giving rise to any
         Warranty Claim.

9.20     The  Managers  shall not be liable in respect of any  Non-Tax  Warranty
         Claim in respect of any matters  resulting  from a change of accounting
         policy  or  practice  or the  length  of any  accounting  period of the
         Purchaser  or any  Group  member  introduced  after  Completion  unless
         introduced  to comply  with any  requirement  of law which has not been
         properly complied with by any Group member on or prior to Completion.

10.      RESTRICTIVE COVENANTS

10.1     Each of the Managers hereby  undertakes to the Purchaser that except in
         circumstances  where,  after Completion,  his employment with any Group
         member is wrongfully  terminated or he resigns because of a repudiatory
         breach  of his  service  agreement  of such  nature  as to  amount to a
         wrongful  termination  of his  employment  he will not himself,  either
         alone or jointly with others,  whether as  principal,  agent,  manager,
         shareholder,   independent  contractor,  consultant  or  in  any  other
         capacity,  directly or indirectly through any other person, for his own
         benefit or that of others at any time during the Restricted Period:

         (a)      engage in or carry on or be  concerned  or  interested  in any
                  Restricted  Business within the Restricted Area in competition
                  with any Group member  (other than as a holder for  investment
                  of no more  than  three  per cent of any  class of  shares  or
                  securities dealt in on a recognised stock exchange);

         (b)      canvass  or  solicit  or accept  orders  for the supply of any
                  goods  or  services  substantially  similar  to  or  otherwise
                  competing  with those  supplied  in the  normal  course of the
                  Restricted Business from any person who has been a customer of
                  any Group member during the 12 months preceding the Completion
                  Date,  or induce or seek to  induce  any such  person to cease
                  being a customer of any Group member;



<PAGE>
                                      -30-


         (c)      solicit or entice away or knowingly  encourage any employee of
                  any Group member earning  (pound)50,000  per annum or above to
                  leave the  employment  of that  Group  member (as the case may
                  be); or

         (d)      provided  that no provision of this clause 10.1 shall  operate
                  to prevent any Manager from  properly  carrying out his duties
                  in accordance with his respective  contract of employment with
                  any Group member.

10.2     Each of the covenants contained in clause 10.1 is entirely separate and
         severable  and  enforceable  accordingly.  Each  of such  covenants  is
         considered fair and reasonable in all the  circumstances by the parties
         but in the event that any such restriction shall be found to be void or
         ineffective  but would be valid and effective if some part thereof were
         deleted or the duration or area of application reduced such restriction
         shall apply with such modification as may be necessary to make it valid
         and effective.

11.      ANNOUNCEMENTS

11.1     No announcement or statement or other  disclosure  about this Agreement
         or the subject matter of, or any matter  referred to in, this Agreement
         (including  the  negotiations  leading  up to this  Agreement,  and the
         business or affairs of the  Purchaser or any member of the  Purchaser's
         Group  which are not  already  in the public  domain)  shall be made or
         issued  before,  on or after  Completion  by or on  behalf of any party
         without  the  prior  written   approval  of  the   Purchaser,   the  3i
         Representative and the Managers'  Representative  (such approval not to
         be  unreasonably  withheld  or delayed)  PROVIDED  that  nothing  shall
         restrict  the making by any party (even in the absence of  agreement by
         all the other parties) of any statement which may be required by law or
         regulation or called for by the requirements of the Financial  Services
         Authority,  the United States Securities and Exchange Commission or any
         other regulatory authority but then only to the extent so required.

12.      FURTHER ASSURANCE AND AVAILABILITY OF INFORMATION

         Each of Sellers  shall  execute and deliver  all such  instruments  and
         other  documents  and take all such actions as the  Purchaser  may from
         time to time  reasonably  require in order to give full effect to those
         provisions  of  this  Agreement  which  create   obligations  for  that
         particular  Seller  and  the  Purchaser  shall  bear or  reimburse  any
         expenditure  to third parties  reasonably  incurred by that  particular
         Seller in so doing.

13.      INTEREST

         If any amount required to be paid under this Agreement is not paid when
         it is due,  such amount shall bear interest at the rate of two per cent
         per annum over the base lending rate of Barclays  Bank PLC from time to
         time,  calculated on a daily basis for the period



<PAGE>
                                      -31-


         from the relevant due date for payment up to and  including the date of
         actual payment, as well after as before any judgment.

14.      CONTINUING OBLIGATIONS AND ASSIGNMENT

14.1     Subject  to  clause  14.2,   each  of  the   obligations,   warranties,
         representations,  indemnities and undertakings accepted or given by the
         Sellers or the  Purchaser  or any of them under this  Agreement  or any
         document  referred  to herein  ("Obligations")  shall  continue in full
         force and effect  notwithstanding  Completion taking place and shall be
         binding   on  the   respective   successors,   estates   and   personal
         representatives of the Sellers or the Purchaser (as the case may be).

14.2     The Purchaser shall not:

         (a)      assign or  purport  to assign  any of the  rights  under  this
                  Agreement  (except to a member of the Purchaser's  Group, save
                  that upon the assignee ceasing to be a member of the Purchaser
                  Group or a resolution  being passed to wind up the assignee or
                  upon the assignee  receiving a final notice of dissolution (an
                  "Event"),  all  such  assigned  rights  shall  immediately  be
                  assigned  to a member of the  Purchaser's  Group  within  five
                  Business Days of such Event); or

         (b)      enter or  purport to enter  into any  declaration  of trust in
                  favour  of any third  party in  respect  of any of its  rights
                  under this Agreement.

         Notwithstanding  the  foregoing,  the  Purchaser may assign such of its
         rights under this Agreement as relate only to Warranty Claims or claims
         under the Tax Covenant for collateral  security  purposes to any lender
         providing  financing to the Purchaser for the acquisition of the Shares
         as contemplated by this Agreement, and any such lender may exercise all
         of the rights and remedies of the Purchaser hereunder as relate only to
         Warranty  Claims or claims  under the Tax Covenant  provided  that they
         comply  with all  relevant  terms of the  Agreement  in respect of such
         claims and  provided  further  that no assignee  shall have any greater
         rights under this  Agreement  against the Managers  than the  Purchaser
         would have had.

14.3     On or prior to any assignment  permitted  pursuant to clause 14.2 other
         than the collateral  assignment  permitted thereby, the Purchaser shall
         procure  that the assignee  shall  covenant in favour of the Sellers to
         observe and perform the  obligations  remaining to be  fulfilled  under
         this Agreement and in all such cases the obligations of clause 22 shall
         continue.

15.      COSTS

15.1     Subject to clause 15.2, each party shall pay its own costs and expenses
         in relation to the negotiation, preparation, and implementation of this
         Agreement  (and the documents



<PAGE>
                                      -32-


         referred  to herein),  including  the fees and  disbursements  of their
         respective legal, accountancy and other advisers.

15.2     In the event that:

         (a)      the  conditions  in  clause  3.1 have been  fulfilled  or duly
                  waived  and  the   Purchaser  has   demonstrated   to  the  3i
                  Representative  and the  Managers'  Representative  that it is
                  able to perform all of its  obligations  to be performed by it
                  on Completion,  including (but without limitation) that it has
                  the   funds   immediately   available   to  it  to  fund   the
                  Consideration; and

         (b)      the  Sellers  do not  transfer  all  of  their  Shares  to the
                  Purchaser on the Completion Date other than due to a breach by
                  the Purchaser of this Agreement or if this  Agreement  becomes
                  frustrated,  void, illegal, invalid or unenforceable under the
                  law  of  any  jurisdiction  then,  without  prejudice  to  the
                  parties'  existing rights  pursuant to this Agreement,  within
                  five  Business  Days   following  a  written   demand  by  the
                  Purchaser, the Company shall, to the extent it may lawfully do
                  so, pay to the Purchaser the sum of (pound)400,000.

15.3     In the event that:

         (a)      the  conditions  in  clause  3.1 have been  fulfilled  or duly
                  waived  and  each  of the  Sellers  have  demonstrated  to the
                  Purchaser  that  each of them  is able to  perform  all of its
                  respective obligations on Completion; and

         (b)      the Purchaser  does not complete the purchase of the Shares on
                  or  before  28 March  2002  then  within  five  Business  Days
                  following a written  demand by the 3i  Representative  and the
                  Managers' Representative,  the Purchaser, to the extent it may
                  lawfully   do  so,   shall   pay  the   Sellers   the  sum  of
                  (pound)400,000,  to be  divided  amongst  the  Sellers  in the
                  proportions set out in column 3 of Schedule 1.

15.4     The Managers confirm that no expense of whatever nature relating to the
         sale of the  Shares  pursuant  to this  Agreement  has been or is to be
         borne by the Company or any member of the Group.

16.      NOTICES

16.1     Any notice or other  communication  to be given  under  this  Agreement
         shall be in writing, shall be deemed to have been duly served on, given
         to or  made in  relation  to a  party  if it is left at the  authorised
         address  of that  party,  sent by  internationally  recognised  courier
         addressed to that party at such address, or sent by fax transmission to
         a machine situated at such address and shall if:

         (a)      personally  delivered,  be deemed to have been received at the
                  time of delivery;



<PAGE>
                                      -33-


         (b)      sent by internationally  recognised courier, be deemed to have
                  been  received  on the second  Business  Day after the date of
                  despatch; or

         (c)      sent by fax transmission, be deemed to have been received upon
                  receipt by the sender of a fax  transmission  report (or other
                  appropriate evidence) that the fax has been transmitted to the
                  addressee,

         Provided  that  where,   in  the  case  of  delivery  by  hand  or  fax
         transmission,  delivery or transmission occurs after 6 pm on a Business
         Day or on a day which is not a Business Day, receipt shall be deemed to
         occur at 9 am on the next following Business Day.

16.2     For the purposes of this clause the  authorised  address of each of the
         Sellers  shall be the address set out in Schedule 1 and the  authorised
         address of the Purchaser  shall be the relevant  address set out at the
         head of this  Agreement or such other  address as each party may notify
         to the  others  in  writing  from time to time in  accordance  with the
         requirements of this clause or clause 17. Any correspondence sent to 3i
         Group plc, 3i Parallel  Ventures II LP, 3i UKIP II LP and PVML shall be
         marked with the case reference number: JJD/5508081.

16.3     The Managers and all other Sellers,  other than the 3i Sellers and PVML
         ("non-3i Sellers") hereby appoint Andrew McRae as their duly authorised
         agent and representative ("Managers'  Representative") who may, subject
         to this clause 16.3,  authorise  the making of any  request,  election,
         proposal or consent expressed to be made on behalf of them to the other
         parties. Any variation,  supplement, deletion or replacement of or from
         this  Agreement  pursuant  to  clause  19.3  may be  authorised  by the
         Manager's Representative and Warrantholders'  Representatives on behalf
         of the non-3i Sellers. Before exercising the authority conferred on him
         by this clause  16.3,  the  Managers'  Representative  shall first give
         notice to and  consult,  where  practicable,  with the  Warrantholders'
         Representative.  The other  parties  shall be  entitled  at their  sole
         discretion  to have  regard,  in  relation  to any notice  given to any
         Manager  or  non-3i  Seller,  only  to  notices,   including  requests,
         elections or proposals,  issued by the Managers' Representative and the
         other   parties  may  relay  any   communication   from  the  Managers'
         Representative.  Service  of any notice or other  communication  on the
         Managers'  Representative  shall be deemed to constitute  valid service
         thereof on all the  Managers  and  service on each of the other  non-3i
         Sellers shall be in accordance  with the provisions of clauses 16.1 and
         16.2.  In the event of the death or  incapacity  of Andrew  McRae,  the
         Managers  shall  notify  to the  Purchaser  a  successor  to him as the
         Managers' Representative.

16.4     3i Group plc,  3i Parallel  Ventures  LP, 3i UKIP II LP and PVML hereby
         appoint any one of the authorised  signatories  of 3i  Investments  plc
         from time to time as their  duly  authorised  agent and  representative
         ("3i  Representative")  who may  authorise  the making of any  request,
         election,  proposal or consent expressed to be made on behalf of all or
         any of



<PAGE>
                                      -34-


         them to the other parties. The other parties shall be entitled at their
         sole discretion to have regard,  in relation to any notice given by any
         3i Seller and PVML  (other than a Manager or a non-3i  Seller)  only to
         notices, including requests,  elections or proposals,  issued by the 3i
         Representative.  Service of any notice or other communication on the 3i
         Representative  by sending to the address of 3i Investments plc, marked
         with  the  case  reference  number   JJD/5508081  shall  be  deemed  to
         constitute valid service thereof on 3i Group plc, 3i Parallel  Ventures
         LP, 3i UKIP II LP and (for the  purposes of clauses 3, 5, 6 and 7 only)
         PVML.

17.      AGENT FOR SERVICE

17.1     The Purchaser  irrevocably agrees that any document may be sufficiently
         and  effectively  served on it in connection  with any  Proceedings  in
         England and Wales by service on its agent  Baker & McKenzie,  or on the
         replacement  agent if one has been  appointed  and  notified  to the 3i
         Representative and the Managers' Representative.

17.2     Any  document  served  pursuant to this clause  shall be marked for the
         attention of:

         (a)      Baker & McKenzie  at 100 New Bridge  Street,  London  EC4V 6JA
                  (Attention:  Gary Senior) or such other address within England
                  or Wales as may be notified to the 3i  Representative  and the
                  Managers' Representative by the Purchaser; or

         (b)      such  other  person  as is  appointed  as  agent  for  service
                  pursuant to clause 17.4 at the  address  notified  pursuant to
                  clause 17.4.

17.3     Any document  addressed in accordance  with clause 17.2 shall be deemed
         to have been duly served if left at the specified  address,  when it is
         left.

17.4     If the agent  referred  to in  clause  17.1 (or any  replacement  agent
         appointed pursuant to this clause) at any time ceases for any reason to
         act as such, the Purchaser shall appoint a replacement  agent to accept
         service  having an  address  for  service in England or Wales and shall
         notify the 3i  Representative  and the Managers'  Representative of the
         name and address of the replacement agent; failing such appointment and
         notification,  the 3i Representative  and the Managers'  Representative
         shall  be  entitled  by  notice  to the  Purchaser  to  appoint  such a
         replacement agent to act on the Purchaser's behalf.

17.5     A copy of any document served on an agent pursuant to this clause shall
         be delivered to the Purchaser at its address for the time being for the
         service of notices  and other  communications  under  clause 16, but no
         failure  or delay in so doing  shall  prejudice  the  effectiveness  of
         service of such  document in accordance  with the  provisions of clause
         17.1.

18.      SEVERABILITY AND SUSPENSION OF RESTRICTIONS




<PAGE>
                                      -35-


18.1     If any  provision of this  Agreement  (or of any  document  referred to
         herein) is held to be illegal,  invalid or unenforceable in whole or in
         part  the  legality,  validity  and  enforceability  of  the  remaining
         provisions of this Agreement (or such document) shall not in any way be
         affected or impaired thereby.

18.2     If any  liability of one or more but not all of the Sellers shall be or
         become  illegal,   invalid  or  unenforceable  in  any  respect,   such
         circumstances  shall not affect or impair the  liabilities of the other
         Sellers.

19.      ENTIRE AGREEMENT AND VARIATION

19.1     This  Agreement  (together  with  any  documents  referred  to  herein)
         contains  the entire  agreement  and  understanding  of the parties and
         supersedes all prior agreements,  understandings or arrangements  (both
         oral and written) relating to the subject matter of this Agreement.

19.2     Each of the parties acknowledges and agrees that:

         (a)      it does  not  enter  into  this  Agreement  and the  documents
                  referred to herein on the basis of and does not rely,  and has
                  not relied,  upon any  statement  or  representation  (whether
                  negligent or innocent) or warranty or other  provision (in any
                  case whether oral, written, express or implied) made, given or
                  agreed to by any person  (whether a party to this Agreement or
                  not)  except  those  expressly  set out or referred to in this
                  Agreement  and the  documents  referred to herein and the only
                  remedy   or   remedies    available    in   respect   of   any
                  misrepresentation  or untrue  statement  made to it shall be a
                  claim for damages for breach of contract  under this Agreement
                  and the parties shall have no right to rescind this Agreement;
                  and

         (b)      this   clause   19.2   shall  not  apply  to  any   statement,
                  representation   or  warranty  made  fraudulently  or  to  any
                  provision of this Agreement which was induced by, or otherwise
                  entered  into as a result of,  fraud,  for which the  remedies
                  shall be all  those  available  under the law  governing  this
                  Agreement.

19.3     No  variation,  supplement,  deletion  or  replacement  of or from this
         Agreement or any of its terms shall be effective unless made in writing
         and  signed  by  the  Purchaser,  the  Managers'  Representative,   the
         Warrantholders'  Representatives and the 3i Representative on behalf of
         each party.

20.      GENERAL PROVISIONS

20.1     Time shall be deemed to be of the essence in this Agreement.

20.2     The  Purchaser  may release or  compromise  the liability of any of the
         Sellers  hereunder  or grant  to any  Seller  time or other  indulgence
         without  affecting the liability of any other



<PAGE>
                                      -36-


         Seller  hereunder  with the  prior  consent  of the 3i  Representative,
         provided that no such consent shall be required if at the relevant time
         the Retention has been released in full.

20.3     Any waiver of a breach of any of the terms of this  Agreement or of any
         default  hereunder shall not be deemed to be a waiver of any subsequent
         breach or default  and shall in no way  affect the other  terms of this
         Agreement.

20.4     No  failure  to  exercise  and no  delay  on the  part of any  party in
         exercising  any right,  remedy,  power or privilege of that party under
         this  Agreement  and no course of dealing  between the parties shall be
         construed  or  operate  as a waiver  thereof,  nor shall any  single or
         partial exercise of any right,  remedy, power or privilege preclude any
         other or further  exercise  thereof or the exercise of any other right,
         remedy,  power or privilege.  The rights and remedies  provided by this
         Agreement  are  cumulative  and  are not  exclusive  of any  rights  or
         remedies provided by law.

20.5     No person other than a party or its respective  successors in title may
         enforce  this  Agreement  by virtue of the  Contracts  (Rights of Third
         Parties) Act 1999.

20.6     This Agreement (other than this clause 20.6) has no effect until it has
         been dated.  The dating of this Agreement by the solicitors or an agent
         or an employee of the solicitors  acting for a party who has signed and
         executed this Agreement as a Deed is deemed to have been  authorised by
         that party.

20.7     This Agreement may be executed in any number of  counterparts,  each of
         which when  executed and  delivered  shall be an  original,  but all of
         which when taken together shall constitute a single instrument.

20.8     (a)      Subject  to  clause  20.8(b)  all  obligations  on each of the
                  Sellers in this Agreement are several obligations.

         (b)      The  obligations  on the Managers in clauses 8 and 9 and under
                  the Tax Covenant are joint and several obligations.

20.9     Any  provision of this  Agreement and any other  documents  referred to
         herein which is capable of being performed after but which has not been
         performed  at  or  before  Completion  and  all  Warranties  and  other
         undertakings  contained in or entered into  pursuant to this  Agreement
         shall remain in full force and effect notwithstanding Completion.

20.10    The parties to this Agreement  shall be entitled to all remedies as may
         be  available  to it as a  matter  of  English  law for  breach  of any
         obligations, undertakings or warranties under this Agreement, including
         without  prejudice to the  generality  of the  foregoing,  the right to
         specific  performance,  provided  that  the  parties  have no  right to
         rescind this Agreement  except provided for pursuant to clauses 3.4 and
         6.8.



<PAGE>
                                      -37-


21.      RELEASE BY THE SELLERS

21.1     Subject to Completion in accordance  with clause 6, each of the Sellers
         hereby  releases  the  Company  and the other  Group  members  from all
         claims,  liabilities,  contractual obligations and other obligations of
         whatsoever  nature (whether  actual or contingent and whether  monetary
         debts  or  duties  to  perform)  owed to them  including,  but  without
         limitation,  all liabilities in respect of accrued but unpaid dividends
         save for (i) a right to receive  dividends  declared  after the date of
         this  Agreement  which will transfer to the Purchaser  upon the sale of
         the Shares pursuant to this Agreement, (ii) the 3i Loan (which shall be
         repaid upon  Completion)  together  with any unpaid fees referred to in
         clause  6.2  due and  payable  to the 3i  Sellers  (iii)  the  Facility
         Documents (until the amounts due under them are repaid upon Completion)
         and (iv) obligations of Group members under  employment  contracts with
         the Managers.

21.2     Clause  21.1 is given to the  Purchaser  for itself and as trustee  for
         each Group member.

22.      GUARANTEE

22.1     In  consideration  of the Sellers entering into this Agreement with the
         Purchaser  at  the  request  of the  Guarantor,  the  Guarantor  hereby
         irrevocably and unconditionally:

         (a)      guarantees  to the  Sellers  the  full,  prompt  and  complete
                  performance by the Purchaser of all of its  obligations  under
                  this  Agreement and the due and punctual  payment on demand of
                  all sums now or subsequently  due and payable by the Purchaser
                  to the Sellers under or pursuant to this Agreement; and

         (b)      agrees as primary  obligor to indemnify  the Sellers on demand
                  from and against any loss  incurred by the Sellers as a result
                  of any of the  obligations of the Purchaser  under or pursuant
                  to  this   Agreement   being  or  becoming   void,   voidable,
                  unenforceable  or ineffective as against the Purchaser for any
                  reason  whatsoever,  whether or not known to the Sellers,  the
                  amount of such loss being the amount  which the Sellers  would
                  otherwise have been entitled to recover from the Purchaser.

22.2     The  guarantee  contained in this clause is a continuing  guarantee and
         shall remain in force until all the  obligations of the Purchaser under
         this  Agreement  have been fully  performed and all sums payable by the
         Purchaser  have been  fully  paid.  It is  independent  of every  other
         security which the Sellers may at any time hold for the  obligations of
         the Purchaser under this Agreement.

22.3     The  obligations  of the  Guarantor  shall not be  affected by any act,
         omission, matter or thing which, but for this provision,  might operate
         to release or otherwise exonerate the Guarantor from its obligations or
         affect such obligations,  including  without  limitation and whether or
         not known to the Guarantor:


<PAGE>
                                      -38-


         (a)      any  variation  of this  Agreement  or any  time,  indulgence,
                  waiver or consent at any time  given to the  Purchaser  or any
                  other person;

         (b)      any  compromise or release of, or abstention  from  obtaining,
                  perfecting  or enforcing any security or other right or remedy
                  whatsoever from or against the Purchaser or any other person;

         (c)      any  legal   limitation,   disability,   incapacity  or  other
                  circumstance  relating to the  Purchaser or any other  person;
                  and

         (d)      any  irregularity,   unenforceability  or  invalidity  of  any
                  obligations  of the  Purchaser  under this  Agreement,  or the
                  dissolution, amalgamation, reconstruction or insolvency of the
                  Purchaser.

22.4     This guarantee may be enforced by the Sellers without the Sellers first
         taking any steps or proceedings against the Purchaser.

22.5     The Guarantor  agrees that until the obligations of the Purchaser under
         this Agreement  have been fully and  completely  performed and all sums
         payable by the  Purchaser  to each of the Sellers  under or pursuant to
         this  Agreement  have been paid, it shall not exercise any rights which
         it might have by reason of the  performance  of its  obligations  under
         this guarantee:

         (a)      to be indemnified by the Purchaser;

         (b)      to claim  any  contribution  from any other  guarantor  of any
                  Purchaser's obligations under this Agreement; and/or

         (c)      to take the benefit (in whole or in part and whether by way of
                  subrogation  or otherwise) of any rights of any of the Sellers
                  under this Agreement or any other security taken by any of the
                  Sellers pursuant to, or in connection with, this Agreement.

22.6     All payments to be made by the Guarantor  shall be made in full without
         set-off or counterclaim and free and clear of and without any deduction
         whatsoever except to the extent required by law.

23.      GOVERNING LAW AND JURISDICTION

23.1     This Agreement (together with all documents to be entered into pursuant
         to it which are not  expressed  to be governed by another law) shall be
         governed by, construed and take effect in accordance with English law.

23.2     The courts of England shall have  non-exclusive  jurisdiction to settle
         any claim, dispute or matter of difference which may arise out of or in
         connection with this Agreement (including



<PAGE>
                                      -39-


         without  limitation  claims for set-off or  counterclaim)  or the legal
         relationships established by this Agreement.

23.3     Each of the  parties  hereto  agrees  that in the  event of any  action
         between any of the parties  hereto  being  commenced in respect of this
         Agreement or any matters  arising  under it, the process by which it is
         commenced (where  consistent with the applicable  court rules),  may be
         served on them in accordance with clauses 16 and 17.

24.      EXCLUSIVITY

         In consideration of the mutual  undertakings and obligations set out in
         this  Agreement,  the Sellers (other than PVML and the Managers) so far
         as they are able in their capacity as  shareholders  in the Company and
         the Managers hereby severally agree to a period of exclusivity expiring
         on the earlier of (a) the Completion Date and (b) 28 March 2002, during
         which time each of the Sellers  (other than PVML and the Managers) will
         so far as they  are  able in  their  capacity  as  shareholders  in the
         Company and the Managers will, and will procure that the Company and so
         far as they are able that their respective professional advisers will:

         (a)      refrain from marketing the Shares or all or substantially  all
                  of the Company's  assets and/or  negotiating or concluding any
                  agreement  for the sale of the Shares or all or  substantially
                  all of the Company's assets with any third party, including in
                  particular,  but without  limitation  thereto,  any party with
                  whom  the   Sellers  or  the   Company  or  their   respective
                  professional  advisers have had discussions  prior to the date
                  of this  Agreement,  in each case  relating to the sale of the
                  Shares or all or  substantially  all of the Company's  assets;
                  and

         (b)      refrain from making available to any third parties,  including
                  in particular,  but without  limitation  thereto,  any parties
                  with  whom the  Sellers  or the  Company  or their  respective
                  advisers  have  had  discussions  relating  to the sale of the
                  Shares or all or  substantially  all of the  Company's  assets
                  prior to the date of this  Agreement,  any  information of any
                  nature whatsoever in relation to the sale of the Shares or all
                  or substantially  all of the assets of the Company (other than
                  as required to facilitate the sale of Shares  pursuant to this
                  Agreement).

25.      WARRANTHOLDERS

         The Sellers (other than PVML) shall procure, so far as they are able in
         their capacity as shareholders in the Company, that if the Agreement is
         terminated in  accordance  with clause 3.4 then the Company  shall,  as
         soon as  practicable  thereafter  and in any event  within 30  Business
         Days,  buyback at par from the Warrantholders all the A Ordinary Shares
         held by the  Warrantholders and issue warrants to the Warrantholders on
         exactly the same terms and subject to exactly the same provisions (save
         as amended to reflect



<PAGE>
                                      -40-


         the re-issuing of such warrants at a later date) as the warrants issued
         to them by the Company  pursuant to the Instruments by Way of Deed Poll
         dated 26 February 1999.

         Executed by the parties as a deed or under hand (as  applicable) on the
date stated at the head of this Agreement.



<PAGE>
                                                                -41-
<TABLE>
<CAPTION>

                                                             SCHEDULE 1

                                                     The Sellers and the Shares


                <C>                    <C>                <C>               <C>               <C>              <C>
------------------------------------------------------------------------------------------------------------------------------------
1. Names and       2. Number and class    3. Respective      4.  % of          5.  % of          6. Cash to be    7.  Maximum
   addresses of       of Shares owned        Proportion (%)     individual         individual       placed in         liability
   the Sellers        by the Sellers                            Sellers'           Sellers'         Retention         under the
                      in the Company                            Consideration      Consideration    Account or        Warranties and
                                                                to be received     to be received   maximum           Tax Covenant
                                                                at Completion      at Completion    amount of
                                                                in cash            in Loan Notes    loan notes
------------------------------------------------------------------------------------------------------------------------------------
3i Group plc           1,416,500 'A'           40.481           100                Nil          (pound)809,601.00        N/A
(through its           ordinary
nominee                shares
3i Nominees
Limited)
91 Waterloo
Road
London
SE1 8XP
------------------------------------------------------------------------------------------------------------------------------------
3i Parallel            403,702 'A'             11.537           100                Nil          (pound)230,736.00        N/A
 Ventures LP           ordinary
(through its           shares
nominee 3i
PVLP Nominees
Limited)
91 Waterloo Road
London
SE1 8XP
------------------------------------------------------------------------------------------------------------------------------------
Parallel Ventures
Managers Limited       21,248 'A'               0.607           100                Nil          (pound)12,144.30         N/A
(in its capacity       ordinary
 as administrator      shares
of the Parallel
Ventures (No.2)
Co-investment
Plan through
its nominee
3i PVLP
Nominees
Limited)
49 St James's
Street
London SW1A 1JT
------------------------------------------------------------------------------------------------------------------------------------




<PAGE>
                                                                -42-


------------------------------------------------------------------------------------------------------------------------------------
1. Names and       2. Number and class    3. Respective      4.  % of          5.  % of          6. Cash to be    7.  Maximum
   addresses of       of Shares owned        Proportion (%)     individual         individual       placed in         liability
   the Sellers        by the Sellers                            Sellers'           Sellers'         Retention         under the
                      in the Company                            Consideration      Consideration    Account or        Warranties and
                                                                to be received     to be received   maximum           Tax Covenant
                                                                at Completion      at Completion    amount of
                                                                in cash            in Loan Notes    loan notes
------------------------------------------------------------------------------------------------------------------------------------
3i UKIP II LP          991,550 'A'             28.337           100                Nil          (pound)566,720.55        N/A
(through its           ordinary
nominee 3i             shares
UKIP II Nominees
Limited)
91 Waterloo Road
London SE1 8XP
------------------------------------------------------------------------------------------------------------------------------------
Credit Agricole
Indosuez               117,215 'A'               3.35           100                Nil          (pound)66,994.27         N/A
122 Leadenhall         ordinary
Street                 shares
London
EC3V 4HQ
------------------------------------------------------------------------------------------------------------------------------------
The Governor           66,980 'A'               1.914           100                Nil          (pound)38,282.44         N/A
and Company            ordinary
of the Bank            shares
of Scotland
The Mound
Edinburgh
EH1 1YZ
------------------------------------------------------------------------------------------------------------------------------------
The Royal
Bank of
Scotland               47,216                    1.96           100                Nil          (pound)39,208.22         N/A
Trust                  ordinary
Company                shares
(Jersey)
Limited
------------------------------------------------------------------------------------------------------------------------------------
Stephen Johnson                                              (*1)
51 Rodney Court        78,695                   3.267           3.1784             96.8216      (pound)65,348.42      (pound)900,000
6/8 Maida Vale         ordinary
London                 shares
------------------------------------------------------------------------------------------------------------------------------------
Andrew McRae                                                 (*1)
20 Manor Court         78,695                   3.267           10.7983            89.2017      (pound)65,348.42      (pound)900,000
Road                   ordinary
Hanwell                shares
London
------------------------------------------------------------------------------------------------------------------------------------
Paul Charlesworth                                            (*1)
Broak Oak              62,956                   2.614           3.1779             96.8221      (pound)52,278.88      (pound)700,000
Milfoed                ordinary
Godalming              shares
Surrey
------------------------------------------------------------------------------------------------------------------------------------




<PAGE>
                                                                -43-



------------------------------------------------------------------------------------------------------------------------------------
1. Names and       2. Number and class    3. Respective      4.  % of          5.  % of          6. Cash to be    7.  Maximum
   addresses of       of Shares owned        Proportion (%)     individual         individual       placed in         liability
   the Sellers        by the Sellers                            Sellers'           Sellers'         Retention         under the
                      in the Company                            Consideration      Consideration    Account or        Warranties and
                                                                to be received     to be received   maximum           Tax Covenant
                                                                at Completion      at Completion    amount of
                                                                in cash            in Loan Notes    loan notes
------------------------------------------------------------------------------------------------------------------------------------
Jean-Luc Buridans
18, Avenue             47,216                    1.96           100                Nil          (pound)39,208.22      (pound)565,000
Trudaine 75009         ordinary
Paris France           shares
------------------------------------------------------------------------------------------------------------------------------------
Adrian Burn                                                  (*1)
13 Woodthorpe          17,015                   0.706           3.1801             96.8199      (pound)14,129.28      (pound)150,000
Road Putney            ordinary
London                 shares
SW15 4UQ
------------------------------------------------------------------------------------------------------------------------------------

Total                  3,017,195 'A'             100%                                           (pound)2,000,000    (pound)3,215,000
                       ordinary                                                                                     ================
                       shares

                       331,793
                       ordinary
                       shares
------------------------------------------------------------------------------------------------------------------------------------


<FN>
(*1)     Stephen Johnson,  Andrew McRae,  Paul  Charlesworth and Adrian Burn are
         each to received the percentage set out alongside  their name in column
         4  above  of  their  entitlement  to  their  initial  Consideration  of
         (pound)40,170,042.93  in cash.  All  further  payments to each of these
         four Managers  pursuant to this  Agreement are to be made as to 100% in
         Loan Notes.
</FN>
</TABLE>





<PAGE>


                                   SCHEDULE 2

                   The Company and the Subsidiary Undertakings


  Schedule available upon request by the United States Securities and Exchange
                                   Commission





<PAGE>


                                   SCHEDULE 3

                                 The Properties

  Schedule available upon request by the United States Securities and Exchange
                                   Commission





<PAGE>


                                   SCHEDULE 4

                               Non-Tax Warranties

  Schedule available upon request by the United States Securities and Exchange
                                   Commission




<PAGE>


                                   SCHEDULE 5

                         Tax Covenant and Tax Warranties

  Schedule available upon request by the United States Securities and Exchange
                                   Commission






<PAGE>


                                   SCHEDULE 6

                               Net Asset Statement

  Schedule available upon request by the United States Securities and Exchange
                                   Commission






<PAGE>


Executed as a Deed by                       )
Julian Davison                              )
                                            )
as attorney for                             )
3i Group plc                                )
in the presence of:                         )
/S/ ALISON HAMPTON                          )        /S/ JULIAN DAVISON
------------------                                   ------------------
65 Holborn Viaduct                                   Duly Authorised Attorney
London



Executed as a Deed by Julian Davison        )
on behalf of                                )
3i Parallel Ventures LP                     )
acting by its manager, 3i Investments plc,  )
by                                          )
Julian Davison                              )
as attorney for 3i Investments plc          )
in the presence of:                         )
/S/ ALISON HAMPTON                          )        /S/ JULIAN DAVISON
------------------                                   ------------------
                                                     Duly Authorised Attorney





Executed as a Deed                          )
on behalf of                                )
3i UKIP II LP                               )
acting by its manager, 3i Investments plc,  )
by                                          )
Julian Davison                              )
as attorney for 3i Investments plc          )
in the presence of:                         )
/S/ ALISON HAMPTON                          )        /S/ JULIAN DAVISON
------------------                                   ------------------
                                                     Duly Authorised Attorney





Executed as a Deed                          )
on behalf of                                )
Parallel Ventures Managers Limited          )
as Administrator of and attorney for the    )
members of Parallel Ventures (No. 2)        )
Co-investment Plan acting by its attorney   )
3i Investments plc, by Julian Davison       )
as duly authorised attorney of 3i           )
Investments                                 )
plc                                         )
in the presence of:                         )
/S/ ALISON HAMPTON                          )        /S/ JULIAN DAVISON
------------------                                   ------------------
                                                     Duly Authorised Attorney






<PAGE>


Executed as a Deed by Ken Penton            )
for and on behalf of                        )
Credit Agricole Indosuez                    )        /S/ KEN PENTON
                                            )        --------------
pursuant to a power of attorney date        )
25 February 2002.






Executed as a Deed by Sarah McGaw           )
for and on behalf of                        )
The Governor and Company                    )        /S/ SARAH MCGAW
                                            )        ---------------
of the Bank of Scotland                     )





Signed as a Deed by Stephen Johnson         )
in the presence of:                         )        /S/ STEPHEN JOHNSON
                                            )        -------------------
Daniel J. Wright
/S/ DANIEL J. WRIGHT
50 Queen Charlotte Street
Bristol


Signed as a Deed by Andrew McRae            )
in the presence of:                         )        /S/ ANDREW MCRAE
                                                      ----------------
Daniel J. Wright
/S/ DANIEL J. WRIGHT




Signed as a Deed by Paul Charlesworth       )
in the presence of:                         )        /S/ PAUL CHARLESWORTH
                                                     ---------------------
Daniel J. Wright
/S/ DANIEL J. WRIGHT



Signed as a Deed by Jean-Luc Buridans       )
in the presence of:                         )        /S/ JEAN-LUC BURIDANS
                                                     ---------------------
Daniel J. Wright
/S/ DANIEL J. WRIGHT




Signed as a Deed by Adrian Burn             )
in the presence of:                         )        /S/ STEPHEN JOHNSON, POA
                                                     -------------------------
Daniel J. Wright
/S/ DANIEL J. WRIGHT


<PAGE>



Executed as a Deed by Daniel Wright         )
for and on behalf of                        )
The Royal Bank of Scotland                  )
Trust Company (Jersey) Limited              )
pursuant to a power of attorney dated       )        /S/ DANIEL J. WRIGHT
                                                     --------------------
25 February 2002



Executed as a Deed by                       )
Atlas Group Holdings Limited                )        /S/ ANDREW MCRAE
                                                     ----------------
                                                     Director

                                                     /S/ STEPHEN JOHNSON
                                                     ---------------------
                                                     Director/Secretary




Executed as a Deed by                       )
Right Associates Limited                    )        /S/ RICHARD J. PINOLA
                                                     ---------------------
                                                     Director

                                                     /S/ ROBERT CRESSWELL
                                                     ---------------------
                                                     Director/Secretary





Executed as a Deed by Richard J. Pinola     )
for and on behalf of                        )
Right Management Consultants Inc.           )


                                                     /S/ RICHARD J. PINOLA
                                                     ---------------------
                                                     Chairman and
                                                     Chief Executive Officer