<PAGE>   1
                                                                   EXHIBIT 10.28


                       DATED THIS 20th DAY OF JUNE, 1997.
================================================================================




                                  - BETWEEN -



                   THE PARTIES WHOSE NAMES AND ADDRESSES ARE
                     SET OUT IN COLUMN (1) OF THE SCHEDULE



                                    - AND -



                          NHANCEMENT TECHNOLOGIES INC.





            =======================================================

                        AGREEMENT FOR THE SALE OF SHARES
                     IN ADVANTIS NETWORK & SYSTEM SDN. BHD.

            =======================================================


                                  Prepared By:

                                M/S SKRINE & CO.
                             ADVOCATES & SOLICITORS
                            STRAITS TRADING BUILDING
                            NO. 4. LEBOH PASAR BESAR
                              50050 KUALA LUMPUR.

                           File No. KCK/1972077.4/97
                                 18th June 1997
                          G:\KCK\KCH\1972077.4\SPA.DOC


<PAGE>   2
                       AGREEMENT FOR THE SALE OF SHARES
                    IN ADVANTIS NETWORK & SYSTEM SDN. BHD.



      AN AGREEMENT is made this 20th day of June, 1997

BETWEEN

(1)   THE PARTIES WHOSE NAMES AND ADDRESSES ARE SET OUT IN COLUMN (1) OF THE
      SCHEDULE (severally "Vendor" and collectively "Vendors");

AND

(2)   NHANCEMENT TECHNOLOGIES INC., a company incorporated under the laws of
      the State of Delaware, the United States of America and having its 
      principal office at 1746 Cole Blvd, Suite 265, Golden, Colorado 80401, 
      United States of America and Fax No: 00-1-303-271-9493 ("NHancement");

      WHEREAS:

A.    ADVANTIS NETWORK & SYSTEM SDN. BHD. (Company No. 264705-A) ("Company") is
      a company incorporated in Malaysia having an authorised share capital of
      Ringgit Malaysia Five Hundred Thousand (RM500,000.00) divided into five
      hundred thousand (500,000) ordinary shares of Ringgit Malaysia One
      (RM1.00) each of which two hundred and fifty thousand (250,000) ordinary
      shares have been issued and are fully paid.      

B.    The Vendors are the registered and beneficial owners of those number of
      ordinary shares in the Company set out against their respective names in
      Column (2) of the Schedule (collectively "Sale Shares") which in
      aggregate constitute all the issued and fully paid-up ordinary shares of
      the Company.

C.    NHancement has authorised capital stock of twenty-two million
      (22,000,000) shares designated into twenty million (20,000,000) shares of
      common stock of USD0.01 par value per share and two million (2,000,000)
      shares of preferred stock of USD0.01 par value per share of which four
      million two hundred and twenty-eight thousand four hundred and forty
      (4,228,440) shares of the common stock are issued and outstanding as at
      the date of this Agreement. The common stock of NHancement is listed on
      The NASDAQ Small Cap Market ("NASDAQ").

D.    The Vendors are desirous of selling and NHancement is desirous of
      purchasing the Sale Shares upon the terms and conditions hereinafter
      contained.

<PAGE>   3
                                       2


E.     The parties intend that the transactions contemplated hereby qualify as
       a pooling of interests for United States' financial accounting purposes
       and as an exempt transaction pursuant to Section 4(2) of the Securities
       Act (as hereafter defined).

       NOW THIS AGREEMENT WITNESSETH as follows:-

1.     DEFINITIONS

1.1    In this Agreement where the context so admits, the following expression
       shall have the following meanings:-

       "Accounts" means the audited balance sheet and profit and loss accounts
       of the Company audited by the Company's auditors for the period ended on
       the Accounts Date and a copy of which has been provided by the Vendors to
       NHancement;

       "Accounts Date" means the financial year ended 31st March 1996 of the 
       Company;

       "Act" means the Companies Act, 1965 as amended from time to time and any
       re-enactment thereof;

       "Common Stock" means the common stock of NHancement of USD0.01 par value
       per share;

       "Company" means ADVANTIS NETWORK & SYSTEM SDN. BHD. described in 
       Recital A;

       "Completion Date" means the date for completion of the sale and purchase
       of the Sale Shares referred to in Clause 5.1;

       "Consideration Shares" means 530,000 fully-paid and non-assessable shares
       of Common Stock;

       "Exchange Act" means the United States Securities and Exchange Act of
       1934, as amended from time to time and any successor or re-enactment
       thereof;

       "FIC" means the Foreign Investment Committee of Malaysia;

       "Purchase Price" means the purchase price payable by the Purchaser for
       the Sale Shares determined in the manner set out in Clause 3.3;

       "Sale Shares" means the aggregate of the shares to be purchased by
       NHancement from the Vendors being all of the issued share capital of the
       Company;

       "Securities Act" means the Securities Act of 1933 of the United States of
       America, as amended from time to time and any successor or re-enactment
       thereof;

       "USD" means the legal currency of the United States of America
       denominated in Dollars;
<PAGE>   4
                                       3

1.2    Words denoting the singular shall include the plural number and vice
       versa. Words denoting the masculine gender shall include the feminine and
       neuter genders. Words denoting persons shall include corporations and
       firms.

1.3    Clause headings are for reference only and shall be ignored when
       construing the meaning of any provisions of this Agreement.

1.4    The Schedule and Appendices shall be taken read and construed as an
       essential part of this Agreement.

1.5    References to Clauses, Schedule and Appendices are references to
       Clauses, Schedule and Appendices respectively of this Agreement.

2.     SALE AND PURCHASE

2.1    The Vendors hereby agree to sell and NHancement hereby agrees to
       purchase the Sale Shares free from all encumbrances, claims, charges,
       liens and equities and with all rights attaching thereto as from the date
       hereof upon the terms and conditions herein contained.

3.     CONSIDERATION

3.1    The consideration for the sale by the Vendors of the Sale Shares to
       NHancement shall be satisfied by the issuance and delivery by NHancement
       of the Consideration Shares to the Vendors.

3.2    The number of the Consideration Shares to be issued and delivered by
       NHancement to each Vendor is set out in Column (4) of the Schedule
       against the respective name of each Vendor.

3.3    The parties agree that the Purchase Price for the Sale Shares shall be
       equal to eighty per cent (80%) of the average closing price per share
       quoted by NASDAQ over the five (5) trading days immediately preceding the
       date hereof times the number of Consideration Shares; being USD
       1,484,000.00. The parties further agree that, notwithstanding any
       variation in the price of the Common Stock as quoted by NASDAQ between
       the date hereof and the Completion Date, there shall not be any
       adjustments to the number of Consideration Shares to be issued to the
       Vendors.

3.4    The Consideration Shares shall upon issue be restricted securities
       subject to the restrictions on transfer pursuant to Rule 144 promulgated
       under the Securities Act.
<PAGE>   5
                                       4




4.    CONDITIONS PRECEDENT

4.1   Subject to the provisions herein contained, NHancement's obligation to
      perform this Agreement is conditional upon approval by the FIC and any
      other relevant authority of the acquisition of the Sale Shares by
      NHancement having been obtained on or before the expiration of six (6)
      months from the date of this Agreement or such other date as the parties
      hereto may mutually agree. It being agreed that:-
     
      4.4.1  Each of NHancement and the Vendors shall, at its own cost and
             expense, as soon as possible after the execution of this Agreement
             make the necessary applications to the respective authorities and
             persons for the purpose of obtaining the approvals referred to in
             this Clause 4.1 and the parties shall promptly furnish the other
             with any information and documents which the other may require for
             the purposes of making the applications referred to in this Clause
             4.1;

      4.1.2  If conditions or terms are imposed in connection with the granting
             of the approvals referred to in this Clause 4.1 and any of the
             said conditions or terms is unacceptable to NHancement. NHancement
             shall appeal to the relevant authority against such conditions or
             terms within thirty (30) days of receipt of notice of the said
             conditions or terms;

      4.1.3  If any of the approvals referred to in this Clause 4.1 is granted
             subject to terms and conditions which are acceptable to
             NHancement, such approval shall be deemed to have been obtained
             and this Agreement shall be deemed to have been modified and
             varied to such extent as may be necessary to comply with the terms
             and conditions imposed by the authority(ies) concerned.

4.2   NHancement's obligation to perform this agreement is conditioned upon
      NHancement being reasonably satisfied, after a due diligence audit
      carried out by it or its advisers, that (A) the books of accounts and
      records of the Company give a true and fair view of its assets,
      liabilities, business and affairs; and (B) there has not been any
      material deterioration in the financial position of the Company since the
      Accounts Date. It being agreed that:-

      4.2.1  the Vendors will as soon as possible after the date hereof but no
             later than 15th August 1997:-

             (a)    ensure that the Company's auditors shall, at the cost and
                    expense of the Company, complete the audit of the Company's
                    accounts for its financial year ended 31st March 1997;

             (b)    cause the audited accounts to be approved by the board of
                    directors and shareholders of the Company; and

             (c)    forthwith provide a copy of the audited accounts to
                    NHancement;
<PAGE>   6
                                       5

       4.2.2  NHancement shall, at its own cost and expense, as soon as
              possible after the date hereof appoint a firm of auditors to carry
              out a due diligence and shall use all reasonable endeavours to
              ensure that the due diligence audit is completed within sixty (60)
              days from the date of delivery of the accounts referred to in
              Clause 4.2.1(c);

       4.2.3  The Vendor shall procure the Company and its auditors, officers
              and employees to give full and unfettered access to the books of
              accounts and other documents of the Company to NHancement's
              auditors;

       4.2.4  NHancement shall furnish a copy of the report of the auditors to
              the Vendors and shall within fourteen (14) days from receipt of
              the report inform the Vendors in writing whether the condition
              precedent of this Clause 4.2 has been fulfilled; and

       4.2.5  NHancement shall have the right to terminate this Agreement if
              the audited accounts of the Company for the financial year ended
              31st March 1997 discloses a material deterioration in the
              financial position of the Company as compared to its financial
              position as at the Accounts Date.

4.3    NHancement being satisfied from documents and evidence furnished to it 
       by the Vendors or the Company that:-

       4.3.1  the Vendors have taken all necessary corporate actions to procure
              Advantis Structured Systems Sdn Bhd and Advantis Integration Sdn
              Bhd to have changed their respective names to remove any reference
              to "Advantis" or any word or phrase similar thereto;

       4.3.2  the sale by the Company of its fifty-one per cent (51%)
              shareholding in each of Advantis Structured Systems Sdn Bhd and
              Advantis Integration Sdn Bhd have been completed on an arms-length
              and fair market value basis and on a without recourse basis
              against the Company and the sale proceeds have been received by
              the Company;

       4.3.3  the Vendors who have an interest in the remaining 49% of the
              issued capital of Advantis Integration Sdn Bhd have disposed of
              their respective legal and beneficial interests in that company;
              and

       4.3.4  the Vendors who have an interest in the issued capital of
              Advantis Technologies Sdn Bhd have taken all necessary corporate
              actions to procure that company to have changed its name to remove
              any reference to "Advantis" or any word or phrase similar thereto
              and subsequently to have disposed of their respective legal and
              beneficial interests in that company.

4.4    NHancement may terminate this Agreement by giving written notice to such
       effect to the Vendors if:-
<PAGE>   7
                                       6


       4.4.1  any of the approvals required by Clause 4.1 is refused, nor 
              obtained within the allotted period, or is obtained subject to
              limitations which are unacceptable to NHancement and which
              NHancement is unable to modify on appeal to the relevant
              authority; or

       4.4.2  any of the other conditions of Clause 4 remains unfulfilled by a
              date six (6) months after the date hereof;

       Upon receipt of such written notice by the other party hereto, this
       Agreement shall summarily terminate and be at an end and of no further
       effect and no party hereto shall have any further claim against the
       others pursuant to the terms of this Agreement save for any antecedent
       breach.

5.     COMPLETION

5.1    The sale and purchase of the Sale Shares shall be completed on or before
       the expiry of thirty (30) days from the date the last of the approvals or
       conditions stated in Clause 4 have been obtained or fulfilled
       ("Completion Date") in the manner hereinafter set forth:-

       5.1.1  the Vendors shall deliver or procure the delivery to NHancement
              of the following:-

              (a)    a copy of the resolution of the Board of Directors of the
                     Company (duly certified by a Director or the Company
                     Secretary of the Company) approving the transfer of the
                     Sale Shares from the Vendors to NHancement or its
                     nominee(s) together with signed copies of the waiver(s) of
                     pre-emption rights of any person whomsoever to the Sale
                     Shares or any part thereof if such waiver(s) are required
                     under the Articles of Association of the Company to enable
                     NHancement or its nominee(s) to be registered as the
                     transferee(s) of the Sale Shares;

              (b)    the relevant share certificates relating to the Sale
                     Shares and the duly executed valid and registrable
                     transfers in respect thereof in favour of NHancement or its
                     nominee(s);

              (c)    a copy of the resolutions of the Board of Directors of the
                     Company (duly certified by a Director or the Secretary of
                     the Company) approving the appointment of four (4) nominees
                     of NHancement as directors of the Company;

              (d)    letters of resignation of all directors of the Company
                     other than the directors nominated by NHancement to take
                     effect immediately and without any compensation for loss of
                     office;

              (e)    letters of resignation of the Auditors and the Company
                     Secretary; 
<PAGE>   8
                                       7



              (f)    the common seal and all assets and documents belonging to 
                     the Company; 

              (g)    employment agreements between the persons whose names
                     appear below and the Company in a form acceptable to
                     NHancement whereby the said persons agree to be employed by
                     the Company in the designation which appears against their
                     respective names for not less than two (2) years after the
                     Completion Date :-

                     <TABLE>
                     <CAPTION>
                     Name                  Designation
                     ----                  -----------

                     <S>                   <C>
                     Goh Kim Siang         Managing Director
                     Ng Kok Wah            Technical Manager              
                     Man Yiew Ming         Technical Manager              
                     Ahilan Surnander      Divisional Manager, Sales;
                      s/o S. O. Thevar
                     </TABLE>

              (h)    a market stand-off agreement signed by each Vendor
                     substantially in a form acceptable to NHancement;

              (i)    a Closing Certificate signed by each Vendor whereby the
                     Vendors confirm that the representations, warranties and
                     covenants provided by them under this Agreement remain
                     true and accurate as at the Completion Date;

              (j)    a Closing Certificate signed by the managing Director of
                     the Company confirming that the representations and
                     warranties set out in Clauses 6.2.2 to 6.1.28 hereof
                     remain true and accurate, and the undertakings set out in
                     Clauses 7.1.1 to 7.1.11 have been complied with by the
                     Vendors, as at the Completion Date;

              (k)    a copy of the United States Internal Revenue Code FORM W-8
                     "Certificate of Foreign Status" signed by each Vendor:

       5.1.2  against delivery and completion of the items referred to in Clause
              5.1.1 above NHancement shall deliver to the Vendors:-

              (a)    stock certificate(s) representing Common Stock in
                     denominations relating to each Vendor's respective
                     proportion of the Consideration Shares;

              (b)    a Closing Certificate signed on behalf of NHancement
                     whereby NHancement confirms that the representations,
                     warranties and covenants provided by it under this
                     Agreement remain true and accurate as at the Completion
                     date.
<PAGE>   9
                                       8


5.2   The parties acknowledge that NHancement is not obliged to complete the
      purchase of the Sales Shares unless the sale and purchase of all the Sale
      Shares takes place contemporaneously.

6.    VENDORS' REPRESENTATIONS AND WARRANTIES

6.1   The Vendors hereby jointly and severally represent and warrant to
      NHancement the intent that the provisions of this Clause shall continue to
      have full force and effect for a period of three (3) years from the
      Completion Date, that except as otherwise disclosed in the Accounts or by
      the Vendors to NHancement in writing before the date hereof or as provided
      for in this Agreement that:-

      6.1.1  The Company is duly incorporated, validly existing and in good
             standing under the laws of Malaysia;

      6.1.2  No order has been made, no petition has been presented and no
             resolution has been passed or proposed and no analogous action or
             proceedings in Malaysia or any other jurisdiction has been
             initiated or taken for the purpose of winding up the Company and
             no receiver, manager or liquidator has been appointed with respect
             thereto;

      6.1.3  All corporate approvals required in connection with the increase
             from time to time in the authorised and issued share capital of
             the Company have been obtained and the authorised and issued share
             capital is as set out in Recital (A) hereof;

      6.1.4  No person has the right to call for the issue of any share or loan
             capital of the Company under any option or other agreement
             (including conversion rights);

      6.1.5  The Company has the requisite corporate powers to carry on the
             business presently being carried on;

      6.1.6  The Accounts for the period ended on the Accounts Date have been
             prepared in accordance with the requirements of all relevant
             statutes and generally accepted accounting principles in Malaysia
             and are true and accurate in all material respects and show a true
             and fair view of the assets and liabilities of the Company at the
             Accounts Date and the profits thereof for the relevant period;

      6.1.7  There has been no material deterioration in the financial
             position, profits or prospects of the Company since the Accounts
             Date;

      6.1.8  The amounts included in the Accounts or in the books of the
             Company as due from debtors are substantially collectable and have
             not been written off or proved to be irrevocable to any material
             extent;

      6.1.9  The aggregate of the stock-in-trade included in the Accounts has
             been arrived at on the basis of the cost or market value whichever
             is
                                          

<PAGE>   10
                                       9


              the lower and full provision has been made for old and slow moving
              stock and no part of such aggregate value is attributable to stock
              which is known to be unusable or unsaleable in the normal course
              of business;

      6.1.10  All licences, consents, permits and authorities of or from any
              court, tribunal, or governmental authority or agency which are
              necessary or desirable to enable the Company to carry on its
              business in the places and in the manner in which such business is
              now carried on have been obtained and the Vendors know of no
              reason why any of them should be suspended, cancelled or revoked;

      6.1.11  All licences including business licences and permits,
              intellectual property including patents, trade marks, copyrights
              and registered designs which are used by the Company in connection
              with its business are registered in the name of or licensed to the
              Company and are valid and effective and no licence or other rights
              have been granted or agreed to be granted to any third party in
              respect of such intellectual property;

      6.1.12  The Company is not in default in respect of any of its
              obligations, whether contractual or statutory in any material 
              respect;

      6.1.13  The Company is not engaged in any material litigation or
              arbitration proceedings and no material litigation or arbitration
              proceedings are pending or threatened by or against the Company
              and the Vendors know of no reason why any such proceedings are
              likely to be commenced;

      6.1.14  The Company has not entered into any long term or abnormal
              contract or undertaken any obligations whatsoever except such as
              are usual and necessary in the ordinary and proper course of its
              business or as are referred to in the Accounts and in particular,
              and without limitation to the foregoing, there are no contracts
              for the purchase of stocks at prices substantially in excess of
              market prices prevailing as at the dates such contracts were made
              or for the sale of stocks at prices substantially lower than the
              market prices prevailing as at the dates such contracts were made;

      6.1.15  Save as disclosed in the Accounts, the Company has not any
              mortgages, charges, liens or other encumbrances secured over any 
              of its assets;

      6.1.16  The Company has no outstanding debts, liabilities, contracts or
              engagements other than those disclosed in the Accounts and in
              respect of transactions entered into subsequent to the Accounts
              Date, in the books of account of the Company;

      6.1.17  The Company has not since the Accounts Date paid or made and will
              not pending completion hereunder pay or make any dividend, bonus 
              issue or other distribution (other than those for which full
<PAGE>   11
                                      10




              reserve or provision was made in the Accounts) or any loan or
              advance;
              
      6.1.18  To the best of the knowledge, information and belief of the
              Vendors, the tax returns of the Company have at all times been
              correct and on a proper basis and are not the subject of any back
              duty claim or other dispute with the revenue authorities;

      6.1.19  The amounts provided in the Accounts for taxation are sufficient
              to cover all taxation (whether income tax, amounts assessed as if
              they were amounts of income tax, service tax, sales tax or capital
              gains tax) for which the Company is at the Accounts Date or at any
              time thereafter may become liable to be assessed or to pay on or
              in respect of or by reference to its business, income or profits
              on or before the Accounts Date or in respect of dividends or
              distributions made prior to the Accounts Date or in respect of 
              any accounting period of the Company ended on or before the 
              Accounts Date;

      6.1.20  There are no outstanding notices served on the Company in respect
              of any of its assets which are material to its business;

      6.1.21  The Company has no subsidiaries other than Advantis Structured
              Systems Sdn Bhd and Advantis Integration Sdn Bhd in respect of
              which the Company has divested its entire fifty-one per cent (51%)
              shareholding in each of such companies subsequent to the Accounts
              Date;

      6.1.22  The divestment of the shares by the Company referred to in Clause
              6.1.21 have been effected with the purchasers thereof on a without
              recourse basis to the Company;

      6.1.23  The Company and to the best of the knowledge and belief of the
              Vendors, every officer of the Company has complied with all laws,
              regulations and official directives (whether or not having the
              force of law) and all judgments, orders and decrees in Malaysia
              and every other relevant jurisdiction applicable to the Company;
              the carrying on of its business and all issues of shares
              debentures or other securities of the Company;

      6.1.24  The statutory books and minute books of the Company have been
              properly written up and all appropriate returns have been made to
              the Registrar of Companies and any other official body in Malaysia
              and any other relevant jurisdictions;

      6.1.25  The furniture fixtures fittings equipment and vehicles used in
              connection with the business of the Company other than leased or
              hired items which have been disclosed are the property of and held
              by the Company free from any hire or hire purchase agreement or
              agreement for payment on deferred terms or bill of sale;
<PAGE>   12
                                       11


       6.1.26  Of the fixtures fittings equipment and vehicles included
               in the Accounts and also any such item acquired by the Company
               since the Accounts Date:-

               (a)  none has been retaken into possession by the owner under
                    any hire purchase agreement or equipment lease agreement;

               (b)  none has been sold or disposed of at a price which is
                    materially less than its book value;

               (c)  none was acquired at a price substantially in excess of
                    market value;

       6.1.27  All the assets of the Company which are of an insurable nature
               are insured in amounts reasonably regarded as adequate against 
               fire and other risks and all policies for such insurance are in 
               force and are not voidable on account of any act, omission or 
               non-disclosure;

       6.1.28  With respect to its employees, the Company has:-

               (a)  paid all statutory contributions (including without
                    limitation, employees' provident fund and social security 
                    contributions) which are required to be paid by the 
                    Company under the laws of Malaysia;

               (b)  has deducted from the employees and paid to the relevant
                    authorities, contributions and payments (including without
                    limitation the employees' contribution to the employees'
                    provident fund and deductions on account of income tax)
                    which are required to be so deducted and paid over to the
                    relevant authorities under the laws of Malaysia.

6.2    The Vendors hereby severally represent and warrant to NHancement that:-

       6.2.1   This Agreement constitutes valid and binding obligations on the
               respective Vendors;

       6.2.2   Each respective Vendor is the registered and beneficial owner of
               the respective number of the Sale Shares registered in his name;

       6.2.3   Each respective Vendor is entitled to sell and transfer or
               procure the sale and transfer of the full legal and beneficial
               ownership in the respective number of the Sale Shares registered
               in his name to NHancement on the terms set out in this Agreement;

       6.2.4   There is no option, right to acquire, mortgage, charge, or other
               encumbrance or any equity on, over or affecting the Sale Shares
               or any of them and so far as the respective Vendor thereof is
               aware no claim has been made by any person to be entitled to any
               of the foregoing.
<PAGE>   13
                                       12





6.3    NHancement hereby acknowledges that the obligations of the Vendors under
       Clause 6.2 are several and no Vendor shall be liable for the default of
       any other Vendor of any representation or warranty contained therein. The
       Vendors acknowledge that their obligations under Clauses 6.1.1 to 6.1.28
       are joint and several. 

6.4    Each representation and warranty set out in Clauses 6.1 and 6.2 shall be
       separate and independent and, save as expressly provided, shall not be
       limited by reference to any other representation or warranty or any other
       provisions contained in this Agreement.

7.     VENDORS' UNDERTAKINGS

7.1    As from the date of this Agreement and until the Completion Date the
       Vendors shall procure that the Company shall maintain and carry on its
       business in the ordinary and usual course and that no act or omission
       other than in such ordinary and usual course shall be effected without
       the prior consent in writing of NHancement and in particular but without
       prejudice to the generality of the foregoing the Vendors shall procure
       that:-

       7.1.1  no share or loan capital in the Company are issued and no options
              and rights or warrants are created in respect of any share of loan
              capital in the Company;

       7.1.2  the business of the Company will continue to be carried on and
              managed in the same manner as at the present time and in
              accordance with all regulations applicable to it;

       7.1.3  the Company will not create or agree to create any mortgage,
              charges or other security or encumbrances over its assets save and
              except in the ordinary course of its business;

       7.1.4  the Company will not enter into any material contracts or incur
              any material liabilities or obligations except in the ordinary
              course of its business;

       7.1.5  the Company will not enter into any long term or abnormal 
              contract or capital commitment except in the ordinary course of
              its business;

       7.1.6  the Company will not pay or agree to pay to its directors or
              officers or any of them any remuneration or other emoluments or
              benefits whatsoever other than those which have been disclosed and
              agreed to be NHancement;

       7.1.7  the Company will not dispose of any material part of its fixed
              assets save and except for those assets which are no longer
              required in the Company's business;
<PAGE>   14
                                       13

       7.1.8  the Company will not do anything other than acts in the
              ordinary course of its business whereby its financial position
              shall be rendered materially less favorable than at the date
              hereof;

       7.1.9  the Company will not permit any liens to arise on any of its
              assets save and except such liens arising in the ordinary course
              of business or by law;

       7.1.10 the Company will not acquire any assets on hire purchase or
              deferred terms save and except with respect to assets which are
              necessary for its business;

       7.1.11 the Company will not pass any resolution by its board of
              directors or by its members in general meeting and will not make
              any alteration to its Memorandum and Articles of Association save
              and except as is necessary to give effect to the provisions of
              this Agreement or as required in the ordinary and proper course of
              its business.

7.2    Any Vendor who hereby acquires a number of Consideration Shares greater
       than five per cent (5%) of the outstanding Common Stock of NHancement
       shall file with the United States Securities and Exchange Commission
       within ten (10) days of the Completion Date a fully executed Form 13D
       reporting such acquisition as required by Section 13(d) of the Exchange
       Act, copies of which shall also be delivered to NHancement and filed
       with NASDAQ.

7.3    The Vendors acknowledge that the proprietary interest and goodwill in
       the word "Advantis" continues to vest in the Company upon completion of
       the sale and purchase of the Sale Shares. The Vendors undertake that
       they will not by themselves or through any third parties use the name
       "Advantis" or any word or phrase similar thereto in any other company or
       business which they may now or hereafter carry on in Malaysia or
       elsewhere. 

8.     VENDORS' TAX INDEMNITIES

8.1    The Vendors hereby jointly and severally undertake with NHancement that
       they will indemnify NHancement against any depletion or diminution in
       value in the assets of the Company resulting from:-

       8.1.1  any amount of tax (whether income tax, amounts assessed as if
              they were amounts of income tax, service tax or sales tax) already
              assessed or which may hereafter be assessed on the Company for any
              period ending on or before the Accounts Date except in so far as
              provision is made for such liability in the Accounts;

       8.1.2  any claim for income tax in respect of any dividend paid or any
              distribution made by the Company before the Completion Date except
              in so far as provision is made for such liability in the
              Accounts;
<PAGE>   15
                                      14


       8.1.3  any claim made for payment by the Company of capital gains tax in
              respect of a chargeable gain accruing at any time prior to the
              Completion Date except in so far as provision is made for such
              liability in the Accounts;

       8.1.4  any reasonable settlement of any threatened claim, demand,
              direction, apportionment, assessment, recovery or counter-claim as
              aforesaid;

       8.1.5  any costs reasonably incurred by the Company in contesting or
              settling any such claim, demand, direction, apportionment,
              assessment, recovery or counter-claim as aforesaid, whether
              threatened or made.


9.     NHANCEMENT'S REPRESENTATIONS AND WARRANTIES

9.1    NHancement hereby represents and warrants to the Vendors to the intent
       that the provisions of this Clause shall continue to have full force and
       effect for a period of three (3) years from the Completion Date, that
       except as otherwise disclosed by NHancement to the Vendors in writing
       before the date hereof or as provided for in this Agreement that:-

       9.1.1  NHancement is a corporation duly organised, validly existing and
              in good standing under the laws of the State of Delaware, United
              States of America;

       9.1.2  All corporate actions required in connection with the issuance and
              delivery of the Consideration Shares will have been obtained and
              be of full force and effect on the Completion Date;

       9.1.3  The execution and delivery of this Agreement and the consummation
              of the transactions contemplated hereby have been duly authorised
              by all necessary corporate action and this Agreement is a valid
              and binding obligation of NHancement, enforceable in accordance
              with its terms, except as such enforcement may be limited by
              applicable bankruptcy, insolvency, moratorium or similar laws
              affecting the rights of creditors generally;

       9.1.4  Neither the execution and delivery of this Agreement nor the
              consummation of the transactions contemplated hereby in the manner
              herein provided will:-

              (a)    contravene any provision of the Certificate of
                     Incorporation or Bylaws of NHancement;

              (b)    violate, be in conflict with, constitute a default under,
                     cause the acceleration of any payments pursuant to, or
                     otherwise impair the good standing, validity and
                     effectiveness of any
<PAGE>   16
                                       15


                     lease, licence, law, rule, regulation, order or permit to
                     which NHancement is subject;

       9.1.5  Upon issuance the Consideration Shares will be eligible for
              trading on NASDAQ subject to the restrictions of Rule 144 and 
              the market standoff agreement;

       9.1.6  NHancement has delivered to the Vendors copies of its final
              prospectus dated January 30, 1997 and its most recent FORM 10KSB.
              FORM 10QSB and FORMS 8K filed with the United States Securities
              and Exchange Commission in compliance with the reporting
              requirements of the Exchange Act; which documents include, among
              other things, audited financial statements of NHancement for its
              most recent fiscal year and unaudited financial statements of
              NHancement for its most recent quarter, and which describe its
              business as of their respective dates and, taking into account the
              activities described therein and herein, accurately describe its
              business as of the date hereof.

9.2    Each representation and warranty set out in Clause 9.1 shall be separate
       and independent and, save as expressly provided, shall not be limited by
       reference to any other representation or warranty or any other provisions
       contained in this Agreement.


10.    SPECIFIC PERFORMANCE

10.1   The parties hereto shall be entitled to obtain an order for specific
       performance against any party defaulting in the performance of its 
       respective obligations under this Agreement.


11.    TIME OF THE ESSENCE

11.1   Time wherever mentioned shall be of the essence in this Agreement.


12.    LEGAL COSTS AND STAMP DUTY

12.1   The cost of and incidental to the preparation of this Agreement
       including the stamp duty and transfer fee payable on the transfer and 
       registration of the Sale Shares shall be borne by NHancement. Each 
       party shall bear its own solicitors fees of and incidental to the 
       preparation of this Agreement.


13.    GOVERNING LAW AND JURISDICTION

13.1   This Agreement shall be governed by and construed in all respects in
       accordance with the laws of the State of Delaware and the parties hereto
       submit to the non-exclusive jurisdiction of the Courts of Malaysia. The
       parties hereto agree that 
<PAGE>   17
                                      16



      nothing contained in this Clause shall preclude any party from commencing
      legal proceedings in any other jurisdiction.

13.2  Each of the Vendors hereby appoints the person named below to be their
      agent ("Service Agent") for receipt of any originating process and cause
      papers with respect to any legal proceeding commenced against them under
      or pursuant to this Agreement:-

      Name of Service Agent:  Goh Kim Siang
      Address              :  No. 323, Jalan BK 2/7
                              Bandar Kinrara
                              58200 Kuala Lumpur


13.3  The Vendors agree that any originating process and cause papers served on
      the Service Agent in accordance with Clause 13.2 shall be deemed to have
      been duly served on the Vendors.


14.   NOTICES

14.1  Any communication (including without limitation notices consents and
      similar documents) required or permitted to the given or served under
      this Agreement shall be in writing and may be served or registered post
      for addresses within the country of the sender and by registered
      air-letter for addresses outside the country of the sender and in both
      cases by hand or by telefax, addressed to the relevant party at the
      addresses or telefax numbers set out in the Schedule or such other
      address or telefax number as may have been notified to the other party
      in accordance with this Clause.

14.2  Any such communication notice consents and similar documents shall be
      deemed to have been served:-

      14.2.1 in the case of delivery by hand when delivered if a receipt is
             obtained from the addressee; and

      14.2.2 in the case of telefax:-

             (a)    if despatched during regular business hours of the
                    receiving office when despatched and telefax
                    acknowledgement or answerback is duly an automatically
                    received by the sender of the telefax; or

             (b)    if despatched otherwise than during regular business hours
                    of the receiving office upon the commencement at the
                    receiving office of the next regular business hours
                    succeeding transmission provided always that answerback is
                    duly automatically received by the sender on despatch as
                    aforesaid;

<PAGE>   18
                                       17

       14.2.3 if despatched by registered post to an address within the country
              of the sender five (5) days and if despatched by registered
              air-letter to an address outside the country of the sender
              fourteen (14) days after the date it is lodged with the postal
              authorities for despatch.


15.    SUCCESSORS BOUND

15.1   This Agreement shall be binding upon the respective successors-in-title,
       personal representatives and permitted assigns of the Vendors and the
       successors-in-title and permitted assigns of the Purchaser. None of the
       parties shall assign his rights and obligations hereunder without the
       prior consent in writing of the other parties hereto.


16.    SEVERABILITY

16.1   Any term, condition, stipulation, provision, covenant or undertaking in
       this Agreement which is or may become illegal, void, prohibited or
       unenforceable in any respect under any law shall be ineffective to the
       extent of such illegality, voidness, prohibition or unenforceability
       without invalidating the remaining provisions hereof, and any such
       illegality, voidness, prohibition or unenforceability shall not
       invalidate or render illegal, void or unenforceable any other term,
       condition, stipulation, provision, covenant or undertaking contained in
       this Agreement.


17.    NO WAIVER

17.1   Knowledge or acquiescence by any party of or in any breach of any of the
       terms, conditions or covenants herein contained shall not operate as or
       be deemed to be a waiver of such terms, conditions or covenants or any of
       them and notwithstanding such knowledge or acquiescence, each party shall
       be entitled to exercise its respective rights under this Agreement and to
       require strict performance by the other of the terms, conditions and
       covenants herein.


18.    NO TRADING

18.1   The Vendors severally covenant with NHancement that they shall not trade
       in any securities of NHancement until the Completion Date or earlier
       termination hereof.


19.    CONFIDENTIALITY

19.1   Except as and to the extent required by law:-

       19.1.1 NHancement will not disclose or use to the detriment of the
              Company or the Vendors, any Confidential Information (as defined
              below) with respect to the Company furnished or to be furnished to
              NHancement or its auditors or representatives by any Vendor or the
              Company or their respective representatives in the course of the
              due
<PAGE>   19
                                       18


               diligence audit referred to in Clause 4 hereof or pursuant to
               this Agreement;

       19.1.2  the Vendors will not disclose or use to the detriment of
               NHancement, any Confidential Information (as defined below) with
               respect to NHancement furnished or to be furnished to the Vendors
               or their respective representatives pursuant to this Agreement;

19.2   For the purposes of Clause 19.1. "Confidential Information" means any
       information about stamped "confidential" or identified in writing as 
       such by the party providing the information ("Provider") to the other 
       party ("Recipient") or their respective representatives unless:-

       19.2.1  such information is already known to the Recipient or
               its representatives or to others not bound by a duty of
               confidentiality or such information becomes publicly
               available through no fault of the Recipient or its
               representatives;

       19.2.2  the use of such information is necessary or appropriate
               in making any filing or obtaining any consent or approval
               set out in Clause 4.1 hereof;

       19.2.3  the furnishing or use of such information is required by
               or necessary or appropriate in connection with legal 
               proceedings.

19.3   Upon the written request of the Provider, the Recipient will promptly
       return to the Provider or destroy any Confidential Information in its
       possession and certify in writing to the Provider that it has done so.


20.    DISCLOSURE

20.1   Except and to the extent required by law, none of the parties hereto or
       their respective representatives shall directly or indirectly make any
       public comment, statement or communication with respect to, or disclose
       the provisions of this Agreement or the transaction herein provided for
       to any other persons without the prior consent in writing of the other
       parties hereto PROVIDED THAT NHancement may file all reports and make all
       disclosure required by the Exchange Act and NASDAQ and any corresponding
       public release and in connection therewith the necessary disclosure to 
       its accountants, agents and other third parties without the prior 
       approval of the Vendors.


21.    ENTIRE CONTRACT AND AMENDMENT

21.1   This Agreement constitutes the entire agreement and understanding between
       the parties hereto in connection with the subject matter hereof.

21.2   No purported amendment of this Agreement shall be effective unless made
       in writing and signed by all parties.
<PAGE>   20
                                       19




22.    NO NEGOTIATION

22.1   Until such time, if any, as this Agreement is terminated pursuant to
       Clause 4, the Vendors will not, and will cause the Company and each of
       their representatives not to, directly or indirectly solicit, initiate,
       or encourage any inquiries or proposals from, discuss or negotiate with,
       provide any non-public information to, or consider the merits of any
       unsolicited inquiries or proposals from, any person (other than the
       Purchaser) relating to any transaction involving the sale of the business
       or assets (other than in the ordinary course of business) of the Company,
       or any part of the share capital of the Company, or any merger,
       consolidation, business combination, or similar transaction involving the
       Company.


23.    INDEMNIFICATION

23.1   From and after the Completion Date, the Vendors shall jointly and
       severally indemnify and hold harmless NHancement and its officers,
       directors, employees, shareholders and agents from and against any and
       all damages, losses, obligations, deficiencies, liabilities, claims,
       encumbrances, penalties, costs, and expenses, including reasonable
       attorneys' fees (collectively "Losses"), that any of them may suffer or
       incur, resulting from, related to, or arising out of any
       misrepresentation, breach of any representation and warranty, or
       nonfulfillment of any of the covenants or agreements of the Vendors in
       this Agreement or from any misrepresentation in or omission from Annexure
       A to this Agreement, certificate, financial statement, or from any other
       document furnished or to be furnished to NHancement hereunder and any and
       all actions, suits, investigations, proceedings, demands, assessments,
       audits, judgments and claims arising out of any of the foregoing.

23.2   From and after the Completion Date, the Purchaser agrees to indemnify
       and hold harmless the Vendors from and against any and all Losses that
       Vendors may suffer or incur, resulting from, related to, or arising out
       of any misrepresentation, breach of warranty, or nonfulfillment of any of
       the covenants or agreements of NHancement in this Agreement or from any
       misrepresentation in or omission from any certificate or document
       furnished or to be furnished to the Vendors hereunder and any and all
       actions, suits, investigations, proceedings, demands, assessments, 
       audits, judgments, and claims arising out of any of the foregoing 
       PROVIDED THAT nothing herein shall oblige NHancement to indemnify the
       Vendors for any losses suffered by them in consequence of changes in the
       price of the Common Stock (including the Consideration Shares).

23.3   Promptly after acquiring knowledge of any Losses against which the
       Vendors have indemnified NHancement or against which NHancement has
       indemnified the Vendors, or as to which any party may be liable, the
       Vendors or NHancements, as the case may be, shall give to the other party
       written notice thereof. Each indemnifying party shall, at its own
       expense, promptly defend, contest or otherwise protect against any Losses
       against which it has indemnified an indemnified party, and each
       indemnified party shall receive from the other party all necessary and

<PAGE>   21
                                       20

       reasonable cooperation in said defense including, but not limited to, the
       services of employees of the other party who are familiar with the
       transactions out of which any such Losses may have arisen. The
       indemnifying party shall have the right to control the defence of any
       such proceeding unless it is relieved of its liability hereunder with
       respect to such defence by the indemnified party. The indemnifying party
       shall have the right, at its option, and, unless so relieved, to
       compromise or defend, at its own expense by its own counsel, any such
       matter involving the asserted liability of the indemnified party. In the
       event that the indemnifying party shall undertake to compromise or defend
       any such asserted liability, it shall promptly notify the indemnified
       party of its intention to do so. In the event that an indemnifying party,
       after written notice from an indemnified party, fails to take timely
       action to defend the same, the indemnified party shall have the right to
       defend the same by counsel of its own choosing, but at the cost and
       expense of the indemnifying party.


24.    INTERFERENCE WITH BUSINESS

24.1   The Vendors acknowledge that:-

       24.1.1  they have occupied a position of trust and confidence with the
               Company prior to the date hereof and have become familiar with 
               the following, any and all of which constitute confidential
               information of the Company (collectively the "Advantis
               Confidential Information"):

              (a)    any and all trade secrets concerning the business and
                     affairs of the Company, product specifications, data,
                     know-how, formulae, compositions, processes, designs,
                     sketches, photographs, graphs, drawings, samples,
                     inventions and ideas, past, current and planned research
                     and development, current and planned manufacturing and
                     distribution methods and processes, customer lists, current
                     and anticipated customer requirements, price lists, market
                     studies, business plans, computer software and programs
                     (including object code and source code), computer software
                     and database technologies, systems, structures and
                     architectures (and related processes, formulae,
                     compositions, improvements, devices, know-how, inventions,
                     discoveries, concepts, ideas, designs, methods and
                     information of the Company and any other information,
                     however documented, of the Company that is a trade secret;

              (b)    any and all information concerning the business and affairs
                     of the Company, which includes historical financial
                     statements, financial projections and budgets, historical
                     and projected sales, capital spending budgets and plans,
                     the names and backgrounds of key personnel, personnel
                     training and techniques and materials, however documented;
                     and
<PAGE>   22
                                       21


              (c)    any and all notes, analysis compilations, studies,
                     summaries, and other material prepared by or for the
                     Company containing or based, in whole or in part, on any
                     information included in the foregoing;

       24.1.2 the business of the Company is national in scope and its
              products and services are marketed throughout Malaysia;

       24.1.3 the Company competes with other businesses that are or could be
              located in any part of Malaysia;

       24.1.4 NHancement has required that the Vendors make the covenants set
              out in Clauses 24.2 and 24.3 as a condition to NHancement's
              purchase of the Sales Shares:

       24.1.5 the provisions of Clauses 24.2 and 24.3 are reasonable and
              necessary to protect and preserve the Company's business
              enterprise and value; and

       24.1.6 the Company would be irreparably damaged if the Vendors were to
              breach the covenants set out in Clauses 24.2 or 24.3.

24.2   The Vendors acknowledge and agree that all Advantis Confidential
       Information known or obtained by Seller, whether before or after the data
       hereof, is the property of the Company. Therefore, the Vendors agree that
       they will not, at any time, disclose to any unauthorized persons or use
       for his own account or for the benefit of any third party any Advantis
       Confidential Information, whether the Vendors have such information in
       their respective memory or embodied in writing or other physical form,
       without NHancement's prior consent in writing, unless and to the extent
       that the Advantis Confidential Information is or becomes generally known
       to and available for use by the public other than as a result of the
       Vendors' fault or the fault of any other person bound by a duty of
       confidentiality to NHancement or the Company. The Vendors acknowledge
       that at the Completion Date they will deliver to NHancement all documents
       (including devices, or computer software, whether embodied in a disk or
       in other form) and all copies thereof, relating to the businesses,
       operations, or affairs of the Company and any other Advantis Confidential
       Information that the Vendors may then possess or have under their
       control.

24.3   As an inducement for NHancement to enter into this Agreement the Vendors
       agree that for a period of three (3) years after the Completion Date:-


       24.3.1 the Vendors will not, directly or indirectly, either for himself
              or any other person:-

              (a)    induce or attempt to induce any employee of the Company to
                     leave the employ thereof;

              (b)    in any way interfere with the relationship between the
                     Company and any employee thereof;
<PAGE>   23
                                       22

              (e)    employ, or otherwise engage as an employee, independent
                     contractor, or otherwise, any employee of the Company; or

              (d)    induce or attempt to induce any customer, supplier,
                     licensee, or business relation of the Company to cease
                     doing business with the Company or in any way interfere
                     with the relationship between any customer, supplier,
                     licensee, or business relation of the Company;

       24.3.2 the Vendors will not use any Advantis Confidential Information,
              directly or indirectly, either for himself or any other person, to
              solicit the business of any person known to the Vendor to be a
              customer of the Company, whether or not the Vendor had personal
              contact with such person, with respect to products or activities
              which compete in whole or in part with the products or activities
              of the Company;

       24.3.3 the Vendors will not disparage NHancement or the Company, or any
              of their shareholders, directors, officers, employees, or agents;
              and

       24.3.4 the Vendors will, within ten days after accepting any employment,
              advise NHancement of the identity of any employer of the Vendor
              whereafter NHancement or the Company may serve notice upon each
              such employer that the Vendor is bound by this Clause 24 and
              furnish each such employer with an extract of this Clause or the
              relevant portions thereof.


25.    BANK BORROWINGS AND EXISTING SECURITIES

25.1   NHancement hereby acknowledges that:- 

       25.1.1 the Company has an existing credit facility in the principal sum
              of Ringgit Malaysia Two Million Two Hundred and Fifty Thousand
              (RM2,250,000.00) with Pewira Affin Bank Berhad ("Existing
              Facilities") which is secured by a Joint and Several Guarantee of
              Goh Kim Siang, Abdul Rahman Bin Mohamed Hussain and Lee Gim Teik
              ("Existing Guarantee") and a third party charge over certain
              immovable properties owned by Lee Gim Teik and a pledge of fixed
              deposits by Lee Gim Teik ("Existing Third Party Securities"); and

       25.1.2 a financial institution has in principle approved overdraft
              facilities in the principal sum of Ringgit Malaysia Two Hundred
              and Fifty Thousand (RM250,000.00) ("Additional Facilities") but
              the terms thereof have yet to be advised to the Company and may
              include provision of third party securities by way of bank
              guarantees or charge over fixed assets ("Additional Third Party
              Securities"). 
<PAGE>   24
                                      23


25.2   Within ninety (90) days from the Completion Date, NHancement shall use
       commercially reasonable efforts to (a) retain the Existing Facilities and
       procure the release of the Existing Guarantee or (b) replace the Existing
       Facilities with new credit facilities so as to secure a release of the
       Existing Guarantee and the Existing Third Party Securities. As from the
       Completion Date until the Existing Guarantee and the Existing Third Party
       Securities have been released. NHancement shall indemnify the guarantors
       and Lee Gim Teik against any losses incurred by them under the Existing
       Guarantee and the Existing Third Party Securities, as the case may be, in
       consequence of non-compliance by the Company with the terms of the
       Existing Facilities.

25.3   The Vendors shall upon receipt of the letter setting out the terms of
       the Additional Facilities furnish a copy of such letter to NHancement. If
       NHancement is satisfied that the Additional Facilities are offered on
       reasonable commercial terms existing in Malaysia, NHancement will consent
       to the Company accepting the same. If any Additional Third Party
       Securities are provided as securities for the Additional Facilities,
       NHancement shall use commercially reasonable efforts to procure a release
       of such securities within ninety (90) days from the Completion Date. As
       from the Completion Date until the Additional Third Party Securities have
       been released, NHancement shall indemnify the parties providing any
       Additional Third Party Securities against any losses incurred by them
       under such securities in consequence of non-compliance by the Company
       with the terms of the Additional Facilities.


26.    TRUST ARRANGEMENTS

26.1   Nordin bin Mohamad Desa ("Trustee"), a Vendor, hereby discloses to the
       other parties hereto, including NHancement, that ten thousand (10,000)
       shares ("Trust Shares") presently registered in his name have been held
       by him in trust for Abdul Rahman Bin Mohamed Hussain ("Beneficiary"),
       another Vendor since 17th May 1994. The Trustee shall within two (2)
       weeks from the date hereof transfer the Trust Shares to the Beneficiary.
       NHancement hereby consents to such transfer. The Trustee and the
       Beneficiary shall as soon as possible after the completion of the
       transfer of the Trust Shares provide NHancement with such documents
       (including, without limitation, stamped transfer forms, board resolution
       and new and cancelled share certificates) as NHancement may reasonably
       require as evidence of the completion of the transfer.


26.2   Notwithstanding anything herein contained to the contrary, all parties
       to this Agreement hereby agree and confirm that all representations,
       warranties and undertakings provided by the Vendors under this Agreement
       with respect to their registered and beneficial ownership of the
       respective Sale Shares are hereby modified to the extent required by the
       disclosure set out in Clause 26.1.

           [The rest of this page has been left intentionally blank.]
<PAGE>   25
                                    SCHEDULE


<TABLE>
<CAPTION>
Column (1)                          Column(2)      Column(3)     Column(4)

                                                   Agreed        Number of
Name and Address                    Number of      Proportion    Consideration
of Vendors                          Sale Shares    (%)           Shares
-------------------------------------------------------------------------------
<S>                                   <C>             <C>          <C>
1.  Lee Ai Leng                       47,500          19           100,700
    No. 323, Jalan BK 2/7
    Bandar Kinrara
    58200 Kuala Lumpur

    Fax No.: 603-432 8872

2.  Nordin bin Mohamad Desa            5,000           2             10,600
    No. 12, Jalan AU 5
    Lembah Kerarnat
    54200 Kuala Lumpur

    Fax No.: 603-432 8872

3.  Abdul Rahman Bin Mohamed          32,500*         13             68,900
    Hussain
    No. 25, Jalan 22/42
    Taman Lean Seng
    46300 Peraling Jaya
    Selangor

    Fax No.: 603-432 8872

4.  Lee Gim Teik                     127,500          51            270,300
    12 Jalan Pintar
    6 1/2 Mile, Jalan Cheras
    56100 Kuala Lumpur

    Fax No.: 603-432 8872

5.  Man Yiew Ming                     22,500           9             47,700
    42 Jalan SR 8/15
    Taman Purra Indah
    43300 Serdang
    Selangor

    Fax No.: 603-432 8872

</TABLE>

* Ten thousand (10,000) of such shares as of the date of the Agreement are 
  held in trust by Nordin bin Mohamad Desa for the benefit of Abdul Rahman 
  bin Mohamed.
<PAGE>   26
                               SCHEDULE (contd.)


<TABLE>
<CAPTION>
Column (1)                          Column(2)      Column(3)     Column(4)

                                                   Agreed        Number of
Name and Address                    Number of      Proportion    Consideration
of Vendors                          Sale Shares    (%)           Shares
-------------------------------------------------------------------------------
<S>                                   <C>             <C>          <C>
6.  Ng Kok Wah                        15,000           6            31,800
    68, Jalan, USJ 4/1G  
    47600 UEP Subang
    Selangor        

    Fax No.: 603-432 8872
                                     -------         ---           -------
            TOTAL                    250,000         100           530,000
                                     =======         ===           =======
</TABLE>
<PAGE>   27
IN WITNESS WHEREOF the parties hereto have hereunto set their hands the day and
year first above written.

                                    
SIGNED by                           )                         
LEE AI LENG                         )          /s/ LEE AI LENG
in the presence of:-                )                         
                                                              
    /s/ ADRIAN CHAIR                                          
    ADRIAN CHAIR                                              
    731005-10-5397                                            
                                                              
                                                              
SIGNED by                           )                         
NORDIN BIN MOHAMAD DESA             )          /s/ NORDIN BIN MOHAMAD DESA
in the presence of:-                )

    /s/ ANDREW KH00 CHIN HOCK
    ANDREW KHOO CHIN HOCK
      Advocate & Solicitor
        Kuala Lumpur

SIGNED by                           )                         
ABDUL RAHMAN BIN MOHAMED            )          /s/ ABDUL RAHMAN BIN MOHAMED
HUSSAIN                             )              HUSSAIN
in the presence of:-                )

    /s/ ANDREW KH00 CHIN HOCK
    ANDREW KHOO CHIN HOCK
      Advocate & Solicitor
        Kuala Lumpur

SIGNED by                           )                         
LEE GIM TEIK                        )          /s/ LEE GIM TEIK  
in the presence of:-                )                         
                                                              
    /s/ ADRIAN CHAIR                                          
    ADRIAN CHAIR                                              
    731005-10-5397                                            
                                                              
SIGNED by                           )                         
NG KOK WAH                          )          /s/ NG KOK WAH 
in the presence of:-                )                         
                                                              
    /s/ ADRIAN CHAIR                                          
    ADRIAN CHAIR                                              
    731005-10-5397                                            
                                                              
<PAGE>   28
SIGNED by                           )                         
MAN YIEW MING                       )          /s/ MAN YIEW MING
in the presence of:-                )                         
                                                              
    /s/ ADRIAN CHAIR                                          
    ADRIAN CHAIR                                              
    731005-10-5397                                            
                                                              
                                                              
SIGNED by ESMOND GOEI               )                         
                                    )          /s/ ESMOND GOEI
for and on behalf of                )
NHANCEMENT TECHNOLOGIES INC.        )
in the presence of:-                )

    /s/ ANDREW KH00 CHIN HOCK
    ANDREW KHOO CHIN HOCK
      Advocate & Solicitor
        Kuala Lumpur