BRIDGESTREET ACCOMMODATIONS INC
8-K, 1998-03-04
HOTELS & MOTELS
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<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported): February 19, 1998
                                                                  --------

                        BRIDGESTREET ACCOMMODATIONS, INC.
                        ---------------------------------

             (Exact name of Registrant as specified in its charter)


       DELAWARE                   000-22843                     04-3327773
       --------                   ---------                     ----------
(State or other jurisdiction     (Commission                 (I.R.S. Employer
      of incorporation)          File Number)                Identification No.)

      30670 BAINBRIDGE ROAD, SOLON, OH                           44139
      --------------------------------                           -----
     (Address of principal executive offices)                  (Zip Code)

Registrant's telephone number, including area code:          (440) 248-3005


                                      N.A.
                                      ----
          (Former name or former address, if changed since last report)







<PAGE>   2

ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS:

On February 19, 1998, BridgeStreet Accommodations, Inc. (the "Company")
completed the acquisition of all of the issued and outstanding capital stock of
London Life Apartments Limited ("London Life"), a privately held corporation
that provides corporate lodging services in London, U.K. The transaction
consisted of the issuance of approximately 195,000 shares of the Company's
common stock, $0.01 par value per share (the "Common Stock") and the payment of
$5.4 million in cash.

The cash portion of the purchase price was funded from the proceeds of the
Company's September 1997 initial public offering of Common Stock. The purchase
price paid by the Company in connection with the acquisition was determined as
the result of negotiations between the Company and London Life.

London Life was founded in 1988 and provides both short and long term living
accommodations primarily to large corporations. London Life currently leases and
manages approximately 200 apartment units throughout Central London.

























                                       -2-


<PAGE>   3


ITEM 7 - FINANCIAL STATEMENTS AND EXHIBITS:

(a)      Financial Statements:

         In accordance with Item 7(a)(4) of Form 8-K, financial statements will
         be filed by amendment to this Form 8-K no later than 60 days after
         March 4, 1998.

(b)      Pro Forma Financial Information:

         In accordance with Item 7(b) of Form 8-K, the required pro forma
         financial statements will be filed by amendment to this Form 8-K no
         later than 60 days after March 4, 1998.

(c)      Exhibits:

         (2)   -  Purchase Agreement, dated February 19, 1998 among BridgeStreet
                  Accommodations, Inc. and London Life Apartments Limited.
























                                       -3-






















 
 


<PAGE>   4
                                   SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized:


         BRIDGESTREET ACCOMMODATIONS, INC.


         By: /s/ Mark D. Gagne, C.P.A
            ----------------------------------------
                 Mark D. Gagne, C.P.A.
                 Chief Financial Officer



         Date:    March 4, 1998



                                      -4-


<PAGE>   1
                                                                       Exhibit 2





                                DATED       1998










                               CRYSTALSEA LIMITED

                                SUNNYGATE LIMITED

                                    JAMES KOE

                                  SAMANTHA LUFF

                         BRIDGESTREET ACCOMMODATIONS INC










                                    AGREEMENT
                       for the sales and purchases of the
                                share capitals of

                         LONDON LIFE APARTMENTS LIMITED
                                       AND
                                LORYT (1) LIMITED











<PAGE>   2








DATED                                                     1998

PARTIES

1    Crystalsea         Crystalsea Limited (company no 259797) incorporated in
                        accordance with the laws of the British Virgin Islands
                        and whose registered address is at Mill Mall, Suite 6,
                        Wickhams Cay 1, PO Box 3085, Road Town, Tortola, British
                        Virgin Islands;

2    Sunnygate          Sunnygate Limited (company no 259796) incorporated in
                        accordance with the laws of the British Virgin Islands
                        and whose registered address is at Mill Mall, Suite 6,
                        Wickhams Cay 1, PO Box 3085, Road Town, Tortola, British
                        Virgin Islands;

3    JK                 James Koe of 7 Cheval Place, Knightsbridge, London SW7
                        1EW;

4    SL                 Samantha Luff of 7 Cheval Place, Knightsbridge, London
                        SW7 1EW; and

5    Buyer              BridgeStreet Accommodations, Inc. incorporated in
                        accordance with the laws of the United States of America
                        and whose registered office is at 30670 Bainbridge Road,
                        Solon, Ohio 44139, United States of America.

OPERATIVE PROVISIONS

1   DEFINITIONS AND INTERPRETATION

1.1 Unless the contrary intention appears, the following definitions apply:

         Agreed Form       a form agreed between the parties, a copy of
                           which has been initialled for the purpose of
                           identification by their respective solicitors;



                                    1

<PAGE>   3

         Assets            those assets listed in Schedule 4;

         Associate         (a)       (in relation to an individual):


                                     (i)       a relative, that is the
                                               individual's issue, spouse,
                                               brother, sister or parent;


                                     (ii)      a company which is, or may be,
                                               directly or indirectly controlled
                                               (within the meaning given in s840
                                               ICTA) by the individual or a
                                               relative, or by two or more of
                                               them, and for this purpose a
                                               company is controlled by one or
                                               more persons if he or they can
                                               exercise more than 50% of the
                                               voting rights in it; and


                           (b)       (in relation to a company) a Subsidiary or
                                     holding company of the company, and another
                                     Subsidiary of any holding company of the
                                     company, "holding company" having the same
                                     meaning as in s736 CA;

         BridgeStreet Business       the business of providing lodging
                                     related services including, without
                                     limitation, providing temporary or
                                     permanent lodging accommodations, acting as
                                     a lodging reservation agent, property
                                     management services, real estate brokerage
                                     and other various services related to the
                                     lodging industry, or any part of it carried
                                     on by the Buyer as at the Effective Date;


                                       2

<PAGE>   4


         Business                    the business of providing lodging related
                                     services including, without limitation,
                                     providing temporary or permanent lodging
                                     accommodations, acting as a lodging
                                     reservation agent, property lettings,
                                     property management services, real estate
                                     brokerage and other various services
                                     related to the lodging industry, carried on
                                     by the Partnership which was transferred to
                                     the Company on 16 January 1998 and which
                                     has, since that date, been carried on by
                                     the Company;

         Buyer's Accountants         Arthur Andersen, 1 Surrey Street, London 
                                     WC2R 2PS;

         Buyer's Solicitors          Berwin Leighton, Adelaide House, London 
                                     Bridge, London EC4R 9HA;

         CA                          the Companies Act 1985;

         CAA                         the Capital Allowances Act 1990;

         Cash Consideration          that part of theConsideration which is 
                                     specified in clause 3.1.1;

         Companies Acts              CA, the former Companies Acts (within
                                     the meaning of s735(1) CA) and the
                                     Companies Act 1989;

         Company                     London Life Apartments Limited (formerly
                                     Tyrolese (398) Limited), further details of
                                     which are set out in Schedule 1 Part 1;

         Company Shares              the 100 issued ordinary shares of(pound)1 
                                     each of the Company;


                                       3
<PAGE>   5

         Completion                  completion of the purchase of the Shares in
                                     accordance with clause 8;

         Completion Accounts         the pro forma unaudited balance
                                     sheet of the Company as at 31 January 1998
                                     in Agreed Form, and the unaudited profit
                                     and loss account of the Business for the 10
                                     month period to 31 January 1998, annexed as
                                     Schedule 6;

         Confidential Information    any trade secrets, customer lists, trading
                                     details, technology, know-how, techniques
                                     or other information of a confidential
                                     nature held or stored in whatever form
                                     relating to the Company or the Partnership
                                     (including without limitation details of
                                     activities, Business, BridgeStreet Business
                                     or finances of the Company or the
                                     Partnership);

         Consideration               the purchase consideration as referred to
                                     in clause 3.1;

         Consideration Shares        the common stock of $0.01 each of the Buyer
                                     to be allotted to the Sellers in accordance
                                     with clause 3.1.2 and including, where
                                     appropriate, securities derived from them
                                     otherwise than in lieu of dividend;

         Contracts                   those Contracts listed in Schedule 5;

         Deed of Covenant            either of the two deeds of covenant in the
                                     Agreed Form;

         Deed of Gift                the deed of gift entered into by (1) JK and
                                     SL and (2) the Company on 16 January 1998;


                                       4
<PAGE>   6


         Disclosure Letter           the disclosure letter, of today's date,
                                     from the Sellers to the Buyer;

         EBIT                        earnings before interest and taxes,
                                     calculated pursuant to clause 4;

         Effective Date              31 January 1998;

         FA                          the Finance Act;

         FRS                         a financial reporting standard issued or
                                     adopted by The Accounting Standards Board
                                     Limited;

         GAAP                        United States of America generally accepted
                                     accounting principles;

         ICTA                        the Income and Corporation Taxes Act 1988;

         IHTA                        the Inheritance Tax Act 1984;

         Information                 (a) any inventions, discoveries, ideas,
                                     research, engineering methods, practices,
                                     processes, systems (including, without
                                     limitation reservation systems), formulae,
                                     designs, products, projects, improvements
                                     and developments which (i) are not publicly
                                     available; and (ii) relate to the Buyer or
                                     any Associate of it from time to time and
                                     have been disclosed to the Company; and
                                     (iii) are made, conceived or reduced to
                                     practice by the Company, JK or SL
                                     subsequent to the date of Completion, or by
                                     any employee or consultant of the Buyer (or
                                     any Associate of it) or in whole or in part
                                     at the expense of the Buyer or any
                                     Associate of it or on the premises of the
                                     Buyer or 

                                       5
<PAGE>   7
                                     any Associate of it or with the
                                     assistance of any of their employees or
                                     consultants with the Buyer's or 
                                     any of its Associate's equipment or
                                     supplies or those of their employees or
                                     consultants and have been disclosed to the
                                     Company; and


                                     (b) all trade secrets, reservation systems,
                                     marketing plans, forecasts, unpublished
                                     financial statements, budgets, licences,
                                     prices, and employee, lessor, customer and
                                     supplier lists of the Buyer, the Company or
                                     any of their Associates;

         Intellectual Property       a patent, patent application, know-how,    
         Rights                      trade or service mark (whether registered  
                                     or unregistered), trade or service mark    
                                     application, trade name or logo, registered
                                     design, design right, copyright or other   
                                     similar intellectual, industrial or        
                                     commercial right;                          
                                     
                                     

         Issue                       Price the issue price as calculated in
                                     clause 3.3;

         Loryt                       Loryt (1) Limited (formerly London Life
                                     Apartments Limited) further details of
                                     which are set out in Schedule 1 Part 2;

         Loryt Shares                the 100 issued ordinary shares
                                     of(pound)1 each of Loryt;

         Material Interest           (a) the holding of any senior position as
                                     director, officer, employee, consultant or
                                     partner;


                                     (b) the direct or indirect control,
                                     ownership (whether jointly or alone) of any
                                     shares (or any 


                                       6
<PAGE>   8

                                     voting rights attached to them) or
                                     debentures except for the ownership for
                                     investment purposes only of not more than
                                     3% of the issued ordinary shares of a
                                     company whose shares are listed on any
                                     Recognised Investment Exchange (as defined
                                     in Section 207 of the Financial Services
                                     Act 1986); or


                                     (c) the direct or indirect provision of any
                                     financial assistance, including, without
                                     limitation, by way of loans, debentures or
                                     guarantees;

         Nasdaq                      Nasdaq National Market;

         NL                          the net liabilities of the Company as at 1
                                     February 1998, as prepared from the audited
                                     accounts referred to in clause 5.1;

         Partnership                 the partnership between JK and SL carried
                                     on prior to 16 January 1998 under the name
                                     London Life Apartments from 7 Cheval Place,
                                     Knightsbridge, London SW7 1EW;

         Partnership's Accountants   Rickaby & Co of 26 Lower King's Road,
                                     Berkhamstead, Hertfordshire HP4 2AS;

         Planning Acts               as defined in section 336 of the Town and
                                     Country Planning Act 1990;

         Properties                  the properties listed in Schedule 3;

         Related Persons             the Sellers, the Company, Loryt, their
                                     respective officers and each of those
                                     companies' and officers' respective
                                     Associates, and JK and SL 


                                       7
<PAGE>   9

                                     and their respective Associates;

         Restricted Post Employment  the period of 3 years from the date on
         Period                      which, in respect of each of JK and SL,
                                     his/her employment by the Company
                                     terminates, howsoever occurring;

         Restricted Period           the period of 5 years from the date of
                                     Completion;

         Sellers                     Crystalsea and Sunnygate;

         Sellers' Accountants        Coopers & Lybrand, of 1 Embankment Place,
                                     London WC2N 6NN;

         Sellers' Solicitors         Farrer & Co, 66 Lincoln's Inn Fields, 
                                     London WC2A 3LH;

         Senior Executive            a person who is engaged or employed as an
                                     employee, director or consultant of the
                                     Partnership, the Company, the Buyer or any
                                     of their Associates in a capacity in which
                                     his earnings exceed (pound)40,000 (or its
                                     foreign currency equivalent) per annum;

         Shares                      the Company Shares and the Loryt Shares;

         Start Date                  (i) the date of Completion; or

                                     (ii) in the event that the Restricted
                                     Employment Period ends at a date later than
                                     the end of the Restricted Period, the date
                                     of termination of the relevant Partner's
                                     employment;

         Subsidiary                  a subsidiary as defined in s736 CA;


                                       8
<PAGE>   10


         Taxation                    taxation, duties, charges, withholdings and
                                     levies of any kind imposed by governmental
                                     or other authority, whether of the United
                                     Kingdom or elsewhere and whether primarily
                                     or otherwise chargeable, including:


                                     (a)       income tax, corporation tax,
                                               capital gains tax, inheritance
                                               tax, stamp duty, rates, value
                                               added tax, customs and other
                                               import duties and national
                                               insurance contributions and a
                                               payment which the Company may be
                                               or become bound to make to
                                               another person as a result of an
                                               enactment relating to taxation;


                                     (b)       taxes, duties or levies
                                               corresponding to, supplementing
                                               or replacing any of the above;
                                               and


                                     (c)       costs, charges, interest, fines,
                                               penalties and expenses incidental
                                               or relating to any of the above;

         Taxation Warranties         any of the Warranties set out in
                                     Part 3 of Schedule 2;

         TCGA                        the Taxation of Chargeable Gains Act 1992;

         TMA                         the Taxes Management Act 1970;

         VATA                        the Value Added Tax Act 1994;

         Warranties                  the agreements, obligations, warranties,


                                       9
<PAGE>   11

                                     representations and undertakings of the
                                     Sellers and JK and SL contained in this
                                     agreement including the warranties set out
                                     in Schedule 2; and

         Warranty Claim              a claim made by the Buyer for breach
                                     of a Warranty or a claim made by the Buyer
                                     under a Deed of Covenant.

1.2      Unless it is inconsistent with the context a reference to a statutory
         provision includes a reference to:

1.2.1    a statutory amendment, modification, consolidation or re-enactment of
         that provision (whether before or after the date of this agreement);

1.2.2    statutory instruments or subordinate legislation or orders made under
         the statutory provision;

1.2.3    statutory provisions of which the statutory provision is an amendment,
         modification, consolidation or re-enactment;

         but does not include a substituted provision.

1.3      A reference to the Sellers includes, where appropriate, their
         successors in title.

1.4      A reference to an SSAP is a reference to a statement of standard
         accounting practice adopted by The Accounting Standards Board Limited.

1.5      Words denoting the singular include the plural and vice versa; words
         denoting one gender include all genders; words denoting persons include
         corporations and vice versa.


1.6      Unless otherwise stated, a reference to a clause, sub-clause or
         schedule is a reference to a clause or sub-clause of, or schedule to,
         this agreement.

1.7      Clause headings in this agreement and in the schedules are for ease of
         reference only and do not affect the construction of any provision.



                                       10
<PAGE>   12

2        AGREEMENT FOR SALE

2.1      Subject to the terms of this agreement, the Sellers, JK and SL shall
         sell with full title guarantee and the Buyer shall purchase the Shares
         free from liens, charges and encumbrances, with all rights attaching to
         them, with effect from today's date.

2.2      The Sellers, JK and SL waive any pre-emption rights in relation to any
         of the Shares, whether under the articles of association of the
         Company, Loryt or otherwise.

3        CONSIDERATION

3.1      The purchase consideration for the Shares shall (subject to adjustment
         in accordance with the provisions of clauses 4 and 5) be the sum of
         (pound)4,410,000, being (pound)100 for the shares in Loryt and
         (pound)4,409,900 for the Shares in the Company, which shall be paid or
         satisfied:

3.1.1    as to the sum of (pound)3,285,000 (which includes the (pound)100 for
         the Loryt Shares), in cash at Completion; and 

3.1.2    by the allotment at Completion of such number of common stock,
         excluding fractions, of the Buyer, credited as fully paid, as at the
         Issue Price have a value nearest to but not more than (pound)1,125,000,
         in accordance with clauses 3.3 to 3.7.

3.2      The Sellers and JK and SL are entitled to receive their part of the
         Cash Consideration and the Consideration Shares in proportion to their
         allocation of the Consideration to their holdings of the Shares.

3.3      The Issue Price is the average of the closing prices of the common
         stock of the Buyer on Nasdaq, as calculated from the daily official
         list, from 23 January 1998 up to and including the last dealing day
         prior to Completion, and converted from dollars into pounds sterling at
         the closing exchange rate as quoted in the Wall Street Journal
         published for the last dealing day prior to Completion.

3.4      The Consideration Shares shall be issued on terms that they rank pari
         passu with the common stock of the Buyer in issue at the date of
         allotment, except for dividends declared or paid prior to Completion.

                                       11
<PAGE>   13


3.5      The certificates representing the Consideration Shares shall be issued
         with legends in Agreed Form requiring compliance with the applicable
         legislation in the United States of America, and in particular with the
         requirements of Regulations under, and any other requirements of, the
         Securities Act of 1933, as amended, in connection with any re-sale of
         the Consideration Shares.


3.6      The Buyer shall, following Completion, subject to the escrow provisions
         in clause 5.A of this agreement, deliver certificates in respect of the
         Consideration Shares to the Sellers' Solicitors in respect of:

3.6.1    50% of the Consideration Shares on or before 1 August 1998; and

3.6.2    50% of the Consideration Shares on or before 31 January 1999, or the
         first anniversary of the date of Completion, whichever is the later.

3.7      Dividends declared and arising in respect of the Consideration Shares
         after Completion shall be paid to the Sellers.

4        ADDITIONAL CONSIDERATION

4.1      The Sellers shall be entitled to receive, in the same proportions as
         those in which they received the Consideration, additional
         consideration in the event that EBIT of the Business for the twelve
         months commencing on 1 August 1998 and ending 31 July 1999 (as
         determined in accordance with GAAP consistently applied) exceeds
         (pound)1 million, such additional consideration being (pound)2.00 for
         every (pound)1.00 by which EBIT for that period is in excess of
         (pound)1 million. 

4.2      For the purposes of calculating EBIT, the following shall apply,
         notwithstanding any GAAP provision to the contrary:

4.2.1    the Buyer agrees to operate the Business in good faith, and neither the
         Buyer nor the Sellers will make any material change in the operation of
         the Business as it exists on the date of Completion that would have a
         material adverse effect on the amount to be paid to the Sellers
         pursuant to clause 4.1, unless such change(s) are agreed to by both the
         Buyer and the Sellers;

4.2.2    the books and records of the Company and the Business will be kept
         separate and distinct from those of subsidiaries and divisions of the 
         Buyer. If the Company is 


                                       12
<PAGE>   14

         hereafter merged or otherwise combined in any way into or with any
         other business, or is added to or consolidated with any other business,
         subsidiary or division of the Buyer, EBIT shall be calculated as if
         such merger, combination, addition or consolidation had not been
         effected;


4.2.3    all reasonable charges by the Buyer for services provided or expenses
         incurred directly on behalf or at the request of the Company,
         including, without limitation, credit checking, legal and accounting
         services, advertising and other general administrative expenses, shall
         be deducted from EBIT;

4.2.4    all interest income, all capital gains, all capital losses and all
         gains or losses arising from sales or exchanges of the Company's Assets
         other than income or expenses arising out of operations in the ordinary
         course of business of the Company shall be deducted from (or added to
         in the case of losses) EBIT;

4.2.5    all gains from insurance proceeds relating to the Assets will be
         deducted from EBIT, except that proceeds of insurance against physical
         damage to property will be included to the extent, if any, that such
         proceeds do not exceed the deduction taken in the period on account of
         the property damaged;

4.2.6    appropriate adjustments will be made to ensure that there is no
         material or substantial upward or downward adjustment of income during
         any period due to the acceleration or deferral of sales or other income
         into a period other than that in which these would normally accrue or
         occur, or due to the acceleration or deferral of any losses, costs or
         expenses into any period other than that in which they would normally
         accrue or occur. In this regard it is agreed that the accounting
         principles used in the Completion Accounts shall be used in calculating
         the adjustments set out above. A summary of significant accounting
         policies is annexed hereto as Schedule 7;

4.2.7    a reasonable reserve shall be set up, if appropriate, and deducted from
         EBIT to cover the amount of any contingent liability, together with a
         reasonable estimate of the cost of pursuing litigation over that
         contingent liability;

4.2.8    interest (which shall not exceed 8% per annum) and other financing
         payments made to the Buyer for funds requested by the Company (directly
         or indirectly on 


                                       13
<PAGE>   15

         behalf of the Business) and advanced by the Buyer in its sole
         discretion will be deducted from EBIT to the extent of the Buyer's
         costs of borrowing;

4.2.9    all gains or losses generated by the Company that are not related to
         the operation of the Business, shall be deducted from (or added, in the
         case of losses) EBIT, including travel related expenses incurred by J K
         for new market Development;

4.2.10   only 50% of James Koe's base salary will be taken into account in
         calculating EBIT; and

4.2.11   Amortisation expense arising from goodwill shall be excluded from the
         EBIT calculation.

4.3      No payment under clause 4.1 will be made: 

4.3.1    to JK:

         4.3.1.1  if JK terminates his employment on or before 31 July 1999; or

         4.3.1.2  if JK's employment is terminated for "cause" on or before 31
                  July 1999, as determined in the employment agreement entered
                  into by JK pursuant to clause 8.5;

4.3.2    to SL:

         4.3.2.1  if SL terminates her employment on or before 31 July 1999; or

         4.3.2.2  if SL's employment is terminated for "cause" on or before 31
                  July 1999, as determined in the employment agreement entered
                  into by SL pursuant to clause 8.5.

4.4      The Buyer shall provide that, as soon as possible and in any event not
         after 30 September 1999, a provisional statement is produced
         calculating the value of EBIT and delivered to the Sellers and the
         Sellers' Accountants. In the event of a dispute with respect to the
         determination of the value of EBIT as per the provisional statement,
         the dispute shall be referred for final settlement to a firm of
         chartered accountants nominated jointly by the Sellers and the Buyer
         or, failing nomination within 14 days after request by either the
         Sellers or the Buyer, nominated at the request of either of them by the
         president for the time being of the Institute of 


                                       14

<PAGE>   16

         Chartered Accountants in England and Wales, who shall, in resolving the
         dispute, comply with the principles set out in clause 4 of this
         agreement. In making their determination the accountants shall act as
         experts and not as arbitrators, their decision shall (in the absence of
         manifest error) be final and binding on the parties, and their fees
         shall be borne and paid by the Sellers and the Buyer in such
         proportions as they determine.


4.5      Payment of the additional consideration, if any, shall be made in cash
         as soon as possible after EBIT has been calculated and, subject to the
         escrow provisions in clause 5.A of this agreement by no later than 31
         October 1999.

5        NET LIABILITIES

5.1      A pro forma statement of assets and liabilities shall be included in
         Schedule 6. On finalisation of the audited accounts of the Company to
         31 January 1998, an adjusting payment to the Consideration shall be
         made, calculated pursuant to the pro forma balance sheet of the audited
         accounts, including only the assets and liabilities transferred to the
         Buyer, within 14 days of such finalisation, subject to the escrow
         provisions in clause 5.A of this agreement as follows:

5.1.1    where the NL are less than (pound)100,000, the Buyer shall pay to the
         Sellers the amount of the difference between (pound)100,000 and the NL.
         For the avoidance of doubt, if the assets exceed the liabilities then
         the Buyer shall pay to the Sellers (pound)100,000 plus the amount by
         which the assets exceed the liabilities.


5.1.2    where the NL are greater than (pound)100,000 the Sellers shall pay to
         the Buyer an amount equal to the difference between NL and
         (pound)100,000.

5.2      In the event that there is a dispute as to the amount of the adjusting
         payment, the dispute shall be referred for final settlement to a firm
         of chartered accountants agreed upon by the parties, or failing
         agreement, by a firm nominated by the president for the time being of
         the Institute of Chartered Accountants in England and Wales. In making
         this determination the accountants shall act as experts and not as
         arbitrators, their decision shall (in the absence of manifest error) be
         final and binding on the parties, and their fees shall be borne and
         paid by the Sellers and the Buyer in such proportions as they
         determine.





                                       15
<PAGE>   17



5A         ESCROW

           Reference in this clause to each of the Buyer, the Company, SL and JK
           shall include their agents as appropriate.

5A.1       The Buyer shall procure that the Company shall undertake each of the
           obligations and have each of the rights in this clause as if
           expressly a party hereto. JK and SL agree to abide by this clause in
           turn, as if the Company was expressly a party hereto.

5A.2       When SL and JK request the Buyer in writing, (a) the Company and SL
           and the (b) Company and JK shall respectively make a claim for relief
           under Section 165 TCGA (for the purpose of this clause the "Claims")
           in relation to the transfers by SL and JK of the goodwill of the
           Business to the Company pursuant to the Deed of Gift in accordance
           with this clause.

5A.3       Each party may take such advice and appoint such agents as it thinks
           fit in relation to the Claims. All costs and expenses incurred by any
           party shall be for the account of the party who incurred them.

5A.4       The reasonable comments and suggestions of the Company shall be
           incorporated into the Claim, and JK and SL shall liaise and keep each
           other and the Company fully informed in relation to the Claim and
           give the other access to all documentation relating thereto at all
           reasonable times.

5A.5       JK and SL shall sign the Claim and submit the same to the Inland
           Revenue in accordance with clause 5.A.6 below (together with all
           documentation and information relevant to and necessary in order for
           the Inland Revenue to make a full and proper assessment of the
           Claim).

5A.6       The Claims, the tax returns and any amendments thereto of JK and SL
           for the year 6 April 1997 to 5 April 1998 shall be submitted to the
           Inland Revenue no later than 5 August 1998.

5A.7       Each party shall use all reasonable endeavours to ensure that the
           Claim is dealt with and agreed to by the Inland Revenue as early and
           as promptly as possible.



                                       16
<PAGE>   18

5A.8       In the event that all or any part of a Claim is disallowed by the
           Inland Revenue or is ineffective for any reason (whether statutory or
           otherwise), JK and SL will, on or before the due date for payment,
           pay to the Inland Revenue in full any capital gains tax arising as a
           result of the transfers contemplated by the Deed of Gift and in
           respect of which their respective Claims were made (together in the
           case of late payment, with any interest, fines and penalties thereon)
           and will provide the Company with evidence thereof and a copy of the
           acknowledgement of receipt of payment of the Inland Revenue.

5A.9       The conduct of any Claim with the Inland Revenue shall be by SL and
           JK (as appropriate) or their agents, if they so request the Company
           in writing, provided always that the Company shall be kept fully
           informed, copied in on all correspondence and entitled to attend all
           meetings in relation to the Claim and that in conducting the Claim no
           action will be taken which could prejudice the relationship of the
           Company with any Taxation Authority or which would be in breach of
           any law or regulation. All reasonable comments and suggestions of the
           Company shall be taken into account in the conduct of the Claim.

5A.10      The Company and its advisers will from time to time be entitled to
           see all documentation and correspondence relating to the Claim in
           order to satisfy itself that the Inland Revenue is fully apprised of
           all relevant facts.

5A.11      Pending their release in accordance with the provisions of this
           clause, the following items of the Consideration shall be held in
           escrow as set out below:

          (a)           the Consideration Shares issued pursuant to clause
                        3.1.2;

          (b)           the additional consideration, if any, referred to in
                        clause 4.1,

           collectively referred to as (the "Escrow Assets").

           If the Seller demonstrates to the reasonable satisfaction of the
           Buyer that the amount of the cash component of the Escrow Assets
           (being the additional consideration and the proceeds of any sale of
           the Consideration Shares made in accordance with Clause 5.A.12.1) is
           in excess of the amount which is reasonably required to satisfy any
           actual or potential liability under Section 282(1) TCGA in respect of
           the transactions effected by the Deed of Gift, the amount of such
           excess shall be paid to the Sellers forthwith on establishing the
           amount of the excess.


                                       17
<PAGE>   19


5A.12      The Escrow Assets shall be held as follows:

5A.12.1    the certificates representing the Consideration Shares shall be held
           by the Sellers' Solicitors, who shall irrevocably undertake to hold
           the Consideration Shares in accordance with this agreement and shall
           only release them to either the Sellers or the Buyer, as appropriate,
           on the happening of the specified events as set out in clauses 5.A.14
           to 5.A.16 inclusive below provided that the Sellers shall have the
           right to require the release of the Consideration Shares or any part
           thereof for the sole purpose of delivery to a buyer of such shares on
           arms' length terms and on condition that the full amount of all cash
           and all other consideration paid or payable for such shares is
           deposited in escrow with the Sellers' Solicitors in substitution for
           such released shares on the basis of this clause 5.A; and

5A.12.2    the cash component of the Escrow Assets, if any, shall be held in
           escrow by the Sellers' Solicitors, and released to either the Sellers
           or the Buyer on the happening of the specified events as set out in
           clauses 5.A.14 to 5.A.16 inclusive below.

5A.13      If on or prior to 2 March 2001 the Inland Revenue raises an
           assessment or informs the Company by any enquiry under section 9A(1)
           of the TMA, notice, claim, other document or in any other way, that
           it is or may be liable for Taxation as a result of any transaction
           under or contemplated by the Deed of Gift (whether under S.282 TCGA
           or otherwise in respect of capital gains tax or tax on chargeable
           gains), the Escrow Assets shall continue to be retained in escrow
           pending resolution of the issue.

5A.14      If Coopers and Lybrand (or SL and JK's respective tax agents at the
           relevant time) (at the Seller's expense) and SL and JK each certify
           in writing to the Company and the Buyer that neither SL or JK (not
           their respective tax agents) has on or prior to 29 February 2000
           received any assessment for capital gains tax or any enquiry pursuant
           to Section 9A(1) of the Taxes Management Act 1970 ("TMA") in relation
           to the Claims (or either of them) or otherwise in relation to any
           potential liability to capital gains tax for JK and SL in respect of
           which the Company may be liable pursuant to or as a consequence of
           the Deed of Gift, and provided that clause 5.A.6 has been complied
           with, the Escrow Assets at that date will be released to the Sellers
           in the proportions in which the Consideration is payable to the
           Sellers under this agreement.


                                       18
<PAGE>   20

5A.15      If the Company is liable for any capital gains tax or tax on
           chargeable gains as a result of the Deed of Gift or as a result of
           the Claims failing or not being fully effective for any reason
           (whether primarily, under Section 282 TCGA, contract, statute or
           otherwise) then, without prejudice to its other remedies under the
           Deeds of Covenant or the agreement (but so that the Buyer shall not
           be paid an amount more than once in respect of the same matter), an
           amount (either in cash, or Consideration Shares (valued according to
           the closing price of the common stock of the Buyer on Nasdaq, as
           calculated from the daily official list, for the seven days up to and
           including the last dealing day prior to the date on which their
           release is permitted pursuant to this clause, and converted from
           dollars into pounds sterling at the closing exchange rate as quoted
           in the Wall Street Journal published for such last dealing day), or
           both) equal to that liability to Taxation (plus any interest, fines
           or penalties chargeable by the Inland Revenue thereon) shall be
           released from escrow to the Buyer or such person as the Buyer directs
           and the Buyer shall have no further liability to the Sellers for
           payment of that amount to the Sellers under this agreement or
           otherwise. In the event of any balance of Escrow Assets remaining
           after payment of the Taxation in terms of this clause, such balance
           shall be released to the Sellers.

5A.16      If at any time the Company receives written confirmation from the
           Inland Revenue which is satisfactory to the Company and the Buyer (in
           their reasonable opinion) (the "Confirmation") (which they shall be
           entitled to request from time to time) that either:

5A.16.1    the Claims are fully valid and effective; or

5A.16.2    all Taxation payable by SL and/or JK pursuant to the transfers
           contemplated or effected by the Deed of Gift (together with interest
           fines and penalties) has been paid in full; and that

5A.16.3    the Company is not and will not become liable under Section 282 TCGA
           for any Taxation as a result or in consequence of the transactions
           contemplated or effected by the Deed of Gift,


                                       19
<PAGE>   21

           the Escrow Assets will (but subject to any other provisions of this
           agreement) within 30 days of that receipt be released to the Sellers
           (in the proportions in which the Consideration is payable to the
           Sellers under this agreement).

5A.17      Save as expressly provided in this clause, any rights of the Company
           under this clause are without prejudice to its general rights under
           this agreement and the Deeds of Covenant.

5A.18      The payment of a sum to the Company in accordance with clause 5.A.14
           in or towards satisfaction of a Claim shall not prejudice or affect
           the other rights and remedies of the Company or the Buyer for the
           purpose of recovering amounts due from the Sellers and not satisfied
           by payments made out of the Escrow Assets.

5A.19      The interest accrued on the cash component of the Escrow Assets shall
           belong to, and may be paid out to, the Sellers.

5A.20      All dividends declared and paid in respect the Consideration Shares
           shall belong to, and shall be paid to, the Sellers.

6          CONDITIONS AND RESCISSION

6.1        This agreement shall cease to have effect and neither party shall
           have any claim under it against the other, except in respect of a
           prior breach, if:

6.1.1.     by Completion the Buyer notifies the Sellers, or the Sellers'
           Solicitors, that it is not satisfied with the results of an
           inspection and investigation carried out as to the title of the
           Company and/or Loryt to its assets; 

6.1.2      by Completion a resolution has not been passed by the Board of the
           Buyer approving the purchase of the Shares and creating and giving
           authority for the issue of the Consideration Shares; or

6.1.3      by Completion the Buyer shall not have satisfied itself of the
           projected fulfilment by the Business of the following financial
           requirements:

           6.1.3.1    the minimum pro forma EBIT for the twelve months ending 31
                      January 1999 will be (pound)1 million; and 


                                       20
<PAGE>   22

           6.1.3.2    the minimum projected revenues for the twelve months
                      ending 31 January 1999 will be (pound)7 million.

6.2        The parties shall use their best endeavours to satisfy, or procure
           satisfaction of, the conditions specified in clauses 6.1.2 and 6.1.3.

6.3        The Buyer may rescind this agreement by notice to the Sellers or the
           Sellers' Solicitors if, prior to Completion:

6.3.1      a government or a governmental or supranational agency institutes or
           threatens proceedings, or a court order or application is made to
           restrain, prohibit or otherwise challenge this agreement or to take
           action as a result of its implementation; or 

6.3.2      it appears that any of the Warranties is not, or was not, correct, or
           an act or event occurs which, had it occurred on or before today's
           date, would have constituted a breach of the Warranties, or if there
           is a material breach or non-fulfilment of the Warranties which (being
           capable of remedy) is not remedied prior to Completion.

6.4        Buyer may, in its absolute discretion, waive any condition contained
           in this clause which has been included for its benefit, or may waive
           any condition on condition that both or either of the Sellers give,
           on Completion, a written undertaking to the Buyer in such form and
           substance as it requires. The Sellers shall duly and punctually
           comply with the undertaking.

7          CONDUCT OF BUSINESS PENDING COMPLETION

           Pending Completion, unless otherwise agreed with the Buyer, the
           ellers and JK and SL shall:

7.1        procure that the Business is carried on in the same manner as prior
           to today's date;

7.2        use their best endeavours to procure that the employees and customers
           of the Company continue to be employed by and have dealings with the
           Company; and 

7.3        procure that the Company and Loryt do not:

7.3.1      create or issue share or loan capital or grants an option in respect
           of their share or loan capital;


                                       21
<PAGE>   23

7.3.2      create, extend, grant or issue any mortgage, charge, debenture or
           other security; 

7.3.3      declare, make or pay a dividend or other distribution;

7.3.4      enter into a long-term (being longer than 12 months) or abnormal
           contract, other than leases for properties to be let or licensed in
           the ordinary course of business;

7.3.5      enter into a contract involving capital expenditure or a capital
           commitment in excess of (pound)1,000 in any one case or (pound)5,000
           in aggregate (Company only);

7.3.6      enter into any contract (Loryt only);

7.3.7      depart from the usual course of its business or make a material
           change in the nature of, or cease carrying on, its business;

7.3.8      pass a resolution of their members in general meeting or make an
           alteration to their memorandum or articles of association;

7.3.9      pay any of their directors, officers or employees increased
           remuneration or other or additional emoluments or benefits;

7.3.10     acquire assets on hire purchase or deferred sale terms, otherwise
           than in the ordinary course of business; 

7.3.11     dispose of fixed assets;

7.3.12     permit liens to arise on any of their assets, otherwise than in the
           ordinary course of business;

7.3.13     write off or release any debts;

7.3.14     knowingly permit any of their normal insurances to lapse or do
           anything to make a policy of insurance void or voidable;

7.3.15     do, procure or allow anything which may cause or constitute a breach
           of the Warranties; or

7.3.16     agree to do any of the above.


                                       22
<PAGE>   24

8          COMPLETION

8.1        Completion shall take place at the offices of the Sellers' Solicitors
           on or before 28 February 1998 when, subject to clause 8.9, all the
           transactions mentioned in clauses 8.2 to 8.6 shall take place.

8.2        The Sellers (and JK and SL, where appropriate) shall deliver to the
           Buyer:

8.2.1      completed and signed transfers in favour of the Buyer, or as it may
           direct, of the Shares, together with the relative share certificates;

8.2.2      the Deeds of Covenant executed RESPECTIVELY by the Sellers and JK and
           SL;

8.2.3      the resignations of the directors and the secretaries from their
           respective offices in the Company and Loryt with a written
           acknowledgement from each of them, executed as a deed in such form as
           the Buyer requires, that he has no claim against the Company and/or
           Loryt in respect of breach of contract, compensation for loss of
           office, redundancy or unfair dismissal or on any other ground;

8.2.4      the resignations of the auditors of the Company and Loryt, if any,
           confirming that they have no outstanding claims and containing a
           statement under s394 (1) CA that there are no such circumstances as
           are mentioned in that section;

8.2.5      if the Buyer so requires, a waiver executed as a deed by each of the
           members of the Company and Loryt of any pre-emption or other rights
           which he has, under the articles of association of the Company and/or
           Loryt or otherwise, in relation to the transfer of the Shares to the
           Buyer; and

8.2.6      if the Buyer so requires, a power of attorney executed by each of the
           Sellers, and JK and SL, in favour of the Buyer empowering the Buyer
           to exercise the Sellers' rights as shareholders of the Company and/or
           JK and SL's rights as shareholders of Loryt pending the stamping and
           registration of the transfers referred to in clause 8.2.1.


                                       23
<PAGE>   25

8.3        There shall be delivered or made available to the Buyer:

8.3.1      the statutory books, books of account, business records (including
           records relating to VAT) and documents of record of the Company and
           Loryt, complete and up to date, and their certificates of
           incorporation and common seals;

8.3.2      the lease documents of the Properties;

8.3.3      the current cheque books of the Company and Loryt, together with
           current statements of all their bank accounts with a reconciliation
           to Completion, and the appropriate forms to amend, in such manner as
           the Buyer requires, the mandates given to the relevant bank; and

8.3.4      written confirmation from the Sellers and, in the case of Loryt, JK
           and SL, that there are no obligations or liabilities (whether actual,
           contingent or prospective) given or owned by the Company or Loryt as
           appropriate in favour of any Related Person, and that, after
           compliance with clause 8.4, none of the Related Persons will be
           indebted to the Company or Loryt as appropriate and the Company or
           Loryt as appropriate will not be indebted to them.

8.4        The Sellers (in respect of the Company) and JK and SL (in respect of
           Loryt) shall repay, or procure to be repaid:

8.4.1      all amounts owing at Completion to the Company or by Loryt, as the
           case may be, from Related Persons, whether due for payment or not;
           and

8.4.2      all amounts owing at Completion by the Company or by Loryt, as the
           case may be, to Related Persons, whether due for payment or not.

8.5        JK and SL shall enter into employment contracts with the Company in
           the Agreed Forms.

8.6        Board meetings of the Company and Loryt shall be held at which:

8.6.1      William Hullett and Mark Gagne are appointed additional directors;
      
8.6.2      the transfers referred to in clause 8.2.1 are approved (subject to
           stamping); and

8.6.3      the resignations referred to in clauses 8.2.3 and 8.2.4 are submitted
           and accepted.



                                       24
<PAGE>   26


8.7        Upon completion of the matters referred to in clauses 8.2 to 8.6:

8.7.1      the Buyer shall deliver to the Sellers' Solicitors by telegraphic
           transfer the sum of (pound)3,285,000 in respect of the Cash
           Consideration; and

8.7.2      an additional copy of this agreement shall be executed for
           registration under the Restrictive Trade Practices Act 1976.

8.8        The Buyer shall not be obliged to complete the purchase of any of the
           Shares unless the purchase of all the Shares is completed in
           accordance with this agreement.

8.9        The Buyer may, in its absolute discretion, waive any requirement
           contained in clauses 8.2 to 8.6, or may waive any requirement on
           condition that all or any of the Sellers give, on Completion, a
           written undertaking to the Buyer in such form and substance as it
           requires. The Sellers shall duly and punctually comply with the
           undertaking.

8.10       If any of the transactions set out in clauses 8.2 to 8.6 does not
           take place as provided, the Buyer may rescind this agreement without
           prejudice to its other remedies.

9          WARRANTIES AND INDEMNITY BY THE SELLERS

9.1        Each of the Sellers jointly and severally warrant to the Buyer that:

9.1.1      each Seller has full power and authority to enter into and perform
           this agreement and the Deed of Covenant which constitute, or when
           executed will constitute, binding obligations on it in accordance
           with their respective terms;

9.1.2      the Company Shares constitute the whole of the issued and allotted
           share capital of the Company;

9.1.3      there is no pledge, lien or other encumbrance on, over or affecting
           the Company Shares and there is no agreement or arrangement to give
           or create any such encumbrance and no claim has been made by any
           person to be entitled to any of the foregoing; and


                                       25
<PAGE>   27

9.1.4      the Sellers will be entitled to transfer the full, legal and
           beneficial ownership of the Company Shares to the Buyer on the terms
           of this agreement without the consent of a third party.

9.2        JK and SL jointly and severally warrant to the Buyer that:

9.2.1      they have full power and authority to enter into and perform this
           agreement which constitute, or when executed will constitute, binding
           obligations on them in accordance with their respective terms;

9.2.2      the Loryt Shares constitute the whole of the issued and allotted
           share capital of Loryt; 

9.2.3      there is no pledge, lien or other encumbrance on, over or affecting
           the Loryt Shares and there is no agreement or arrangement to give or
           create any such encumbrance and no claim has been made by any person
           to be entitled to any of the foregoing; and

9.2.4      JK and SL will be entitled to transfer the full, legal and beneficial
           ownership of the Loryt Shares to the Buyer on the terms of this
           agreement without the consent of a third party.

9.3        Each of the Sellers, James Koe and Samantha Luff (the "Warrantors")
           jointly and severally warrant to the Buyer that:

9.3.1      the Company has no liabilities or obligations (whether actual,
           contingent, prospective or otherwise) other than those which are
           expressly specified in the Disclosure Letter and reflected in the
           Completion Accounts;

9.3.2      except as fully and fairly set out in the Disclosure Letter, the
           Warranties are true and accurate in all respects and will continue to
           be so on each day up to and including the day of Completion with
           reference to the facts and circumstances from time to time applying;

9.3.3      the contents of the Disclosure Letter, and the accompanying
           documents, are accurate and fully and clearly disclose everything to
           which they relate; and


                                       26
<PAGE>   28

9.3.4      Loryt is dormant and has no liabilities or obligations (whether
           actual, contingent, prospective or otherwise) other than those which
           are expressly specified in the Disclosure Letter; and

9.3.5      the contents of Schedule 1 are true and accurate in all respects.

9.4        The Warrantors shall promptly disclose in writing to the Buyer
           anything which arises, or becomes known to him, prior to Completion
           and is inconsistent with the Warranties or the contents of the
           Disclosure Letter, or which would result in the Warranties not being
           accurate at Completion with reference to the facts or circumstances
           then applying, or which might be material to be known by a Buyer for
           value of the Shares.

9.5        Each of the Warranties is without prejudice to any other Warranty
           and, except where expressly stated otherwise, no clause governs or
           limits the extent or application of any other clause.

9.6        None of the information supplied by the Company or Loryt or their
           professional advisers to the Sellers or JK or SL, or their agents,
           representatives or advisers, in connection with the Warranties and
           the contents of the Disclosure Letter, or otherwise in relation to
           the business or affairs of the Company or Loryt, shall be deemed a
           representation as to its accuracy by the Company or Loryt to the
           Sellers or JK or SL, and the Sellers and JK and SL waive the claims
           against the Company and Loryt which they might otherwise have in
           respect of it.

9.7        The Warrantors jointly and severally undertake to the Buyer (for
           itself and as trustee for Loryt) to indemnify it and Loryt against
           diminution in the value of the assets of, and payments necessarily
           made or required to be made by, Loryt or the Buyer as a result of or
           in connection with a breach of the Warranties, or required to put
           Loryt in the position in which it would have been had there been no
           breach of the Warranties, and against any resulting costs and
           expenses reasonably incurred by it. This indemnity is without
           prejudice to other rights and remedies of the Buyer in relation to
           the breach.

9.8        The Warrantors warrant, in relation to any Warranty which refers to
           the knowledge, information or belief of the Warrantors, that they
           have made full enquiry into the 

                                       27
<PAGE>   29

           subject matter of the Warranty and that they do not have the
           knowledge, information or belief in question. 

9.9        Without prejudice to the Deed of Covenant the Warrantors undertake to
           the Buyer (for itself and as trustee for the Company) to indemnify it
           and the Company forthwith on demand in respect of any loss, expense,
           reduction in value of any asset or other damage or liability, save as
           permitted in clause 7 or reflected in the Completion Accounts,
           assessed in each case on a party and party basis which it or the
           Company may incur or suffer as a result of or in connection with:

9.9.1      any transaction effected by the Company or the Partnership or act or
           omission of the Company or the Partnership prior to Completion;

9.9.2      the gift of the Business from the Partnership to the Company or any
           transaction to which Related Persons are a party being challenged
           (whether the challenge relates to a sale constituting a transaction
           at an undervalue or otherwise);

9.9.3      any payment being made by the Company to or in respect of creditors
           of the Business as at Completion which is not included as a liability
           in the Completion Accounts;

9.9.4      any pension contribution made or agreed to be made by a Related
           Person at or before Completion being unlawful or in excess of any
           amount permitted by the Inland Revenue; and

9.9.5      any allotment, issue, redesignation, transfer, capitalisation or
           other dealing in or of any share or other securities or purchase of
           own shares or other securities by or of the Company or any Related
           Person (or any alteration of the share capital of any of them
           effected in each case at or before Completion).

9.9.6      any claim made by any employee of the Company or the Partnership
           arising out of any acts of omissions of the Sellers, the Partnership
           or the Company.

9.10       Each of the Warranties shall continue in full force notwithstanding
           Completion.

9.11       A failure by the Buyer to exercise, and/or a delay in exercising, a
           right or remedy in respect of a Warranty shall not operate as a
           waiver of the right or remedy or the Warranty. A single or partial
           exercise of a right or remedy shall not preclude other or 


                                       28
<PAGE>   30

           further exercise of the right or remedy, or the exercise of another
           right or remedy.

9.12       The rights and remedies of the Buyer in respect of a breach of the
           Warranties shall not be affected by Completion, by any investigation
           made by or on behalf of the Buyer into the affairs of the Company or
           Partnership except in respect of specific circumstances revealed by
           such investigation which the Buyer or its advisors knows constitute a
           breach of a Warranty by any failure to exercise or delay in
           exercising a right or remedy or by any event or matter, except a
           specific and duly authorised written waiver or release, and no single
           or partial exercise of a right or remedy shall preclude a further or
           other exercise.

9.13       Notwithstanding any rule of law or equity to the contrary, a release,
           waiver or compromise or other arrangement which the Buyer agrees to
           or effects in relation to one of the Warrantors in connection with
           this agreement, and in particular the Warranties, shall not affect
           the rights and remedies of the Buyer as regards any other of the
           Warrantors.

9.14       Notwithstanding anything in this Agreement to the contrary the
           Warrantors shall not be liable for any claim or claims under this
           Agreement (other than in relation to the Taxation Warranties, where
           the limitations in clause 3 of the Deed of Covenant alone shall
           apply), unless:

9.14.1     written particulars thereof giving such details as are then available
           to the Buyer of the specific matters in respect of which such claim
           is made shall have been given to the Warrantors within a period of
           three years after the date hereof in respect of the claims;

9.14.2     proceedings are issued and served on the Warrantors within 12 months
           of the particulars referred to in Clause 9.14.1 being given to the
           Warrantors; and

9.14.3     the amount of the claim exceeds (pound)5,000 and of all claims
           brought in accordance with the foregoing shall exceed (pound)30,000
           in aggregate in which event all of such amount shall be subject to
           such claims, and not just the excess thereof.


                                       29
<PAGE>   31

9.15       The maximum aggregate liability of the Warrantors in respect of all
           claims whether under this Agreement or the Deeds of Covenant shall
           not exceed a sum equal to the total Consideration:

9.15.1     the maximum aggregate liability of Sunnygate and JK in respect of all
           claims whether under this agreement or under the Deed(s) of Covenant
           shall not exceed a sum equal to 55% of the total Consideration;

9.15.2     maximum aggregate liability of Crystalsea and SL in respect of all
           claims whether under this agreement under the Deed(s) of Covenant
           shall not exceed a sum equal to 45% of the total Consideration.

9.16       Any payments made by the Warrantors in satisfaction of any claim for
           breach of this Agreement or a claim made under the Deed of Covenant
           shall be deemed to be paid as a reduction in the Consideration.

9.17       The Warrantors shall not be liable for any claim in respect of a
           breach of this Agreement:

9.17.1     where the claim would not have arisen but for a voluntary act or
           omission which could have been avoided or made by the Buyer or any of
           its Associates or the Company after Completion otherwise than in the
           ordinary course of business and which the Buyer ought reasonably to
           have been aware could give rise to a claim; or 

9.17.2     where an amount payable in respect of a claim is increased by reason
           of the Buyer or the Company failing after due warning to act in
           accordance with the written instructions or request of the Warrantors
           to the extent of such increase.

9.18       If the Buyer shall make a claim under this Agreement or a claim shall
           be made under a Deed of Covenant in respect of the same liability the
           Warrantors shall not be liable for more than the full amount of such
           liability.

9.19       Notification of claims by the Buyer shall be made to the Warrantors
           as soon as reasonably practicable after the facts giving rise to any
           such claim come within the knowledge of the Buyer.

9.20       Where the Buyer or the Company has any claim against any third party
           in relation to any matter in respect of which there shall have been a
           breach or alleged breach


                                       30
<PAGE>   32

           of this Agreement or a Deed of Covenant or where the Buyer or the
           Company receives any claim from a third party which may result in the
           Buyer having a claim against the Warrantors in respect of this
           Agreement or a Deed of Covenant the Sellers shall be entitled to take
           any action and require the Buyer and the Company to take any action
           they may reasonably request to prosecute or resist such claim as the
           case may be in the name of the Buyer or the Company (as appropriate),
           provided that the Sellers indemnify the Buyer or the Company or Loryt
           to their satisfaction for any damages or losses incurred in following
           the request of the Sellers and provided that such action is at the
           expense of the Sellers. The Sellers shall further be entitled at
           their own expense to conduct any appeal, dispute, application for
           deferment and other forms of objection, compromise or defence thereof
           and of any incidental negotiations and the Buyer shall and shall
           procure that the Company shall give the Sellers all co-operation,
           access and assistance for the purpose of considering prosecuting or
           resisting (as the case may be) such claim as they may reasonably
           require.

9.21       The amount of any liability of the Warrantors shall be reduced by the
           amount actually recovered from the said third party in respect of the
           claim against it and by the amount of any relief from Taxation
           directly attributable thereto.

9.22       The Buyer undertakes to retain or to procure the retention by the
           Company of all such books, records, accounts, correspondence and
           other papers of the Company as are likely to be material in the
           context of the liability of the Warrantors under this Agreement or
           the Deed of Covenant during the subsistence of the liability of the
           Warrantors.

10         ASSIGNMENT AND SUCCESSIONS

10.1       If any of the Shares are transferred, the benefit of the Warranties
           may be assigned to the transferee provided that it is an Associate of
           the Buyer who shall accordingly be entitled, for so long as it
           continues to be an Associate of the Buyer, to enforce them against
           the Sellers as if he were named in this agreement as the Buyer. 

10.2       The Sellers may transfer any of their rights under this agreement
           provided that no such transfer shall effect any liability they may
           have in respect of any obligation 


                                       31
<PAGE>   33


           under this agreement, including the obligation to make any payment
           pursuant to clause 9 or Schedule 2 of this agreement or under the
           Deed(s) of Covenant.

10.3       This agreement binds each party's successors and assigns and personal
           representatives (as the case may be).

10.4       Except as expressly provided above in clause 10.1, none of the rights
           of the parties under this agreement or the Warranties may be
           transferred.

11         RESTRICTIVE AGREEMENT

11.1       To assure to the Buyer the full benefit of the Business and goodwill
           of the Company and Loryt, each of JK and SL undertakes by way of
           further consideration for the obligations of the Buyer under this
           Agreement as a separate and independent agreement that he will not,
           directly or indirectly:

11.1.1     disclose to another person, or himself use for any purpose, and shall
           use all reasonable endeavours to prevent the publication or
           disclosure of, any Confidential Information of which he has knowledge
           by reason of or in connection with this agreement or his employment
           by the Company; 

11.1.2     at any time during the Restricted Period or, if ending on a date
           later than the end of the Restricted Period, during the Restricted
           Post Employment Period:

           11.1.2.1   hold a Material Interest in any business the same as or in
                      competition with the Business and/or BridgeStreet Business
                      in any country in which the BridgeStreet Business shall
                      operate as at the Start Date;

           11.1.2.2   hold a Material Interest in any business the same as or in
                      competition with the Business and/or BridgeStreet Business
                      in any town or city in which the Company, the Buyer or any
                      Associate of either of them has formulated plans to
                      commence operations, directly or indirectly, within 12
                      months of the Start Date;

           11.1.2.3   in relation to any business the same as or in competition
                      with the Business and/or BridgeStreet Business perform or
                      supply any services or supply goods to any person, firm or
                      company who shall have been a client or customer of the
                      Company as at the Start Date or 


                                       32
<PAGE>   34

                      at any time during the 12 month period immediately prior
                      to the Start Date;

           11.1.2.4   in relation to any business the same as or in competition
                      with the Business and/or BridgeStreet Business canvass,
                      solicit or approach or cause to be canvassed, solicited or
                      approached for the purpose of obtaining business, orders,
                      or custom any person, firm or company who shall have been
                      a client or customer of the Company or the Partnership as
                      at the Start Date or at any time during the 12 month
                      period immediately prior to the Start Date; or

           11.1.2.5   in relation to any business the same as or in competition
                      with the Business and/or BridgeStreet Business offer
                      employment to or employ or offer or conclude any contract
                      for services with any Senior Executive with whom the
                      relevant Partner had had contact or dealings within the 12
                      months prior to the Start Date or facilitate the making of
                      such an offer by any person, firm or company;

           For the purposes of this clause 11.1.2 "customers" shall include
           prospective customers to whom the Company has either made a specific
           proposal for that prospective customer which is capable of acceptance
           or has given them an unconditional offer and from whom it has not
           received acceptance of that offer.

11.2       The Partners agree that the covenants and undertakings contained in
           clause 11.1 are reasonable and are entered into for the purpose of
           protecting the goodwill of the Business of the Company and that
           accordingly, the benefit of the covenants and undertakings may be
           assigned by the Buyer and its successors in title without the consent
           of the Partners to any transferee of the Shares. 


11.3       Each covenant and undertaking contained in clause 11.1 shall be
           construed as a separate covenant or undertaking. If one or more of
           them is held to be against the public interest or unlawful or an
           unreasonable restraint of trade, the remaining covenants and
           undertakings shall continue to bind the Partners.

11.4       If a covenant or undertaking contained in clause 11.1 is void but
           would be valid if the period of application were reduced or if some
           part of it were deleted, the


                                       33
<PAGE>   35

           covenant or undertaking in question shall apply with such
           modification as is necessary to make it valid.

12         ANNOUNCEMENTS

12.1       No announcement shall be made by the Sellers in relation to this
           agreement, except as specifically agreed between the parties. The
           Buyer shall be entitled to make, at its sole discretion, such
           announcements as it deems fit.

12.2       If this agreement ceases to have effect, the Buyer shall release and
           return to the Company all documents (including information in
           electronic form) concerning it provided to the Buyer or its advisers
           in connection with this agreement and will not use or make available
           to another person information which it or its advisers have been
           given in respect of the Company and which is not in the public
           domain.

13         INFORMATION

           The Sellers shall procure that, prior to Completion, the Buyer, its
           agents, representatives, accountants and solicitors are given
           promptly on written request all such facilities and information
           regarding the business, assets, liabilities, contracts and affairs of
           the Company, and of the documents of title and other evidence of
           ownership of their assets, as the Buyer reasonably requires in
           writing.

14         COSTS

           Expenses incurred by or on behalf of the parties, including the fees
           of agents, representatives, solicitors, accountants and actuaries
           employed by any of them in connection with the negotiation,
           preparation or execution of this agreement, shall be borne by the
           party who incurred the liability, and the Company shall not have any
           liability for them, either prior to or post Completion.

15         TIME OF THE ESSENCE

           Time is of the essence of this agreement, both as regards the dates
           and periods specifically mentioned and as to any dates and periods
           which, by agreement in writing between or on behalf of the Sellers
           and the Buyer, are substituted for them.


                                       34
<PAGE>   36

16         COMMUNICATIONS

16.1       All communications between the parties with respect to this
           agreement shall:

16.1.1     be delivered by hand, or sent by airmail post to, the address of the
           addressee as set out in this agreement or to such other address as
           the addressee notifies for the purpose of this clause; or

16.1.2     be sent by fax to the fax number stated below or as notified for the
           purpose of this clause.

16.2       Communications shall be deemed to have been received as follows:

16.2.1     (if sent by airmail post) five business days after posting;

16.2.2     (if delivered by hand) on the day of delivery, if delivered at least
           two hours before the close of business hours on a business day, and
           otherwise on the next business day;

16.2.3     (if sent by fax) at the time of transmission, if received at least
           two hours before the close of business hours on a business day, and
           otherwise on the next business day.

           For this purpose, "business day" means a day on which the clearing
           banks in the City of London are open for business and "business
           hours" means between the hours of 09.00 and 18.00 inclusive, local
           time.

16.3       Communications to the Sellers which are delivered or sent in
           accordance with clause 16.1 to the Seller who is first named in this
           agreement shall be deemed to have been sent to both Sellers, and
           shall also be copied to Mr R Foster, Farrer & Co, 66 Lincoln's Inn
           Fields, London WC2A 3LH. 

16.4       Communications addressed to the Buyer shall be marked for the
           attention of Mark Gagne, copied to Mr N Eisenberg, Berwin Leighton,
           Adelaide House, London Bridge, London EC4R 9HA.

16.5       The fax numbers referred to in clause 16.1 are:

                          for the Sellers:  01624 689601

                          for the Buyer: 00 1 440 542 0317.


                                       35
<PAGE>   37

17         INVALIDITY

           If a term in or provision of this agreement is held to be illegal or
           unenforceable, in whole or in part, under an enactment or rule of
           law, it shall to that extent be deemed not to form part of this
           agreement and the enforceability of the remainder of this agreement
           shall not be affected.

18         RESTRICTIVE TRADE PRACTICES ACT

           If this agreement is registrable under the Restrictive Trade
           Practices Act 1976 ("the Act") no provision contained or implied in
           this agreement which constitutes a relevant restriction for the
           purposes of the Act shall come into effect until the day after
           particulars of this agreement have been furnished to the Director
           General of Fair Trading in accordance with the Act. In this clause,
           "this agreement" includes any deed, agreement or arrangement which
           together with this document constitutes a single agreement for the
           purposes of the Act.

19         COUNTERPARTS

           This agreement may be executed in any number of separate
           counterparts, each of which when executed and delivered shall be an
           original, but all the counterparts shall together constitute one and
           the same instrument.

20         PROPER LAW

           The construction, validity and performance of this agreement are
           governed by the laws of England and the parties submit to the
           non-exclusive jurisdiction of the English courts.

           Signed and delivered as an agreement on the date of this document by
           the parties, or their duly authorised representatives on the date of
           this agreement.





                                       36
<PAGE>   38






                                   SCHEDULE 1

                                     PART 1
                             DETAILS OF THE COMPANY

COMPANY NUMBER:               3418582

DATE OF INCORPORATION:        13 August 1997

<TABLE>
<CAPTION>

SHARE CAPITAL:                AUTHORISED                                 ISSUED
<S>                           <C>                                        <C>    
                              100 ordinary shares of (pound)1 each       100 ordinary shares of (pound)1 each


REGISTERED OFFICE:            7 Cheval Place
                              Knightsbridge
                              London SW7 1EW

DIRECTORS:                    James Koe
                              Samantha Luff


SECRETARY:                    Samantha Luff

SHAREHOLDERS                  Crystalsea Ltd                        45 ordinary shares of (pound)1 each
                              Sunnygate Ltd                         55 ordinary shares of (pound)1 each
</TABLE>


                                       37
<PAGE>   39

                                   SCHEDULE 1

                                     PART 2

                                DETAILS OF LORYT

COMPANY NUMBER:                2267730

DATE OF INCORPORATION:         15 June 1988

<TABLE>
<CAPTION>
SHARE CAPITAL:                 AUTHORISED                                   ISSUED

<S>                           <C>                                           <C>    
                               10,000 ordinary shares of (pound)1 each      100 ordinary shares of (pound)1 each

REGISTERED OFFICE:             7 Cheval Place, Knightsbridge,
                               London SW7 1EW
                                      
DIRECTORS:                     James Koe
                               Samantha Luff
                               Michael Koe

SECRETARY:                     Samantha Luff

SHAREHOLDERS:                  James Koe                               55 ordinary shares of (pound)1 each
                               Samantha Luff                           45 ordinary shares of (pound)1 each
</TABLE>



                                       38
<PAGE>   40



                                   SCHEDULE 2
                                   WARRANTIES

                                     PART 1
                                    ACCOUNTS

1          ACCOUNTING REFERENCE DATE

           The accounting reference date of the Company for the purposes of s224
           CA is and has always been 30 April.

2          BOOK DEBTS

           The Company has no book debts, save as set out in Schedule 6, which
           is to be adjusted upon finalisation of audit.

3          BOOKS AND RECORDS

           The accounts, books, ledgers, financial and other records of the
           Company and Loryt and the Business:

3.1        are in its possession or held to its order;

3.2        have been fully and accurately kept;

3.3        do not contain material inaccuracies; and

3.4        show a true and fair view of its trading transactions and its
           financial, contractual and trading position.


                                     PART 2
                                CORPORATE MATTERS

1          DIRECTORS AND SHADOW DIRECTORS

1.1        only directors of the Company and Loryt (including shadow directors
           (within the meaning of s741 CA)) are the persons whose names are
           listed in relation to the Company and Loryt in schedule 1.


                                       39
<PAGE>   41

2          SUBSIDIARIES, ASSOCIATIONS AND BRANCHES

2.1        Neither the Company nor Loryt:

2.1.1      is the holder or beneficial owner of or has agreed to acquire share
           or loan capital of a body corporate; or

2.1.2      has outside the United Kingdom a branch, agency or place of business,
           or a permanent establishment (as that expression is defined in the
           relevant double taxation relief order).

2.2        There are no Subsidiaries of the Company or Loryt.

3          OPTIONS OVER THE COMPANY'S OR LORYT'S CAPITAL

           Except as required by this agreement, there are no agreements or
           arrangements in force which provide for the issue, allotment or
           transfer of, or grant to any person the right (whether conditional or
           otherwise) to call for the issue, allotment or transfer of, share or
           loan capital of the Company or Loryt (including an option or right of
           pre-emption or conversion).

4          ISSUES OF CAPITAL

4.1        None of the Shares was issued at a discount.

4.2        Save for the Shares, no share or loan capital has been issued or
           allotted, or agreed to be issued or allotted, by the Company or Loryt
           since 31 December 1996.

5          TRANSFERS OF SHARES

           None of the Shares was, or represents assets which were, the subject
           of a transfer at an undervalue (within the meaning of sections 238 or
           339 of the Insolvency Act 1986).

6          SINGLE MEMBER COMPANIES

           Neither the Company nor Loryt has ever had only one member.


                                       40
<PAGE>   42

7.         COMMISSIONS

           No one is entitled to receive from the Company or Loryt a finder's
           fee, brokerage or other commission in connection with the sale and
           purchase of the Shares under this agreement.

8          MEMORANDUM AND ARTICLES OF ASSOCIATION, STATUTORY BOOKS AND
           RESOLUTIONS

8.1        The copy of the memorandum and articles of association of the Company
           and Loryt attached to the Disclosure Letter is accurate and complete
           and has embodied in it, or annexed to it, a copy of every resolution
           which is referred to in s380 CA.

8.2        The register of members and other statutory books of the Company and
           Loryt have been properly kept and contain an accurate and complete
           record of the matters with which they should deal.

8.3        No notice or allegation has been received that the statutory books of
           the Company or Loryt are incorrect or should be rectified.

8.4        Since incorporation no alteration has been made to the memorandum or
           articles of association of the Company and Loryt and no resolution of
           the shareholders of the Company or Loryt has been passed (other than
           resolutions relating to routine business at annual general meetings).

8.5        Neither the Company nor Loryt has passed an elective resolution,
           under s379A CA, which remains in force.

8.6        Notice of any written resolution passed or to be passed by the
           Company or Loryt on or after 1 April 1990 was duly given to its
           auditors in accordance with s381 CA and no notice of objection was
           given by the auditors.

9          DOCUMENTS FILED

9.1        All returns, particulars, resolutions and documents required by the
           Companies Acts or any other legislation to be filed with the
           Registrar of Companies, or other authority, in respect of the Company
           or Loryt have been duly filed and were correct.

                                       41
<PAGE>   43

9.2        Both the Company and Loryt have complied with the Companies Acts, and
           other legal requirements, in connection with its formation, the
           allotment or issue of shares, debentures and other securities, the
           payment of dividends and the conduct of its business.

9.3        All charges in favour of the Company or Loryt have (if appropriate)
           been registered in accordance with ss395, 409, 410 and 424 CA.

10         POSSESSION OF DOCUMENTS

           All title deeds and other documents indicating title relating to the
           Assets, and an executed copy of all agreements to which the Company
           or Loryt is a party, and the original copies of all other documents
           which are owned by, or which ought to be in the possession of, the
           Company or Loryt are in its possession or held to its order.

11         INVESTIGATIONS

           No investigations or enquiries by, or on behalf of, a governmental or
           other body in respect of the affairs of the Company or Loryt are
           taking place or pending.

12         INFORMATION DISCLOSED TO BUYER CORRECT

12.1       All information given by any of the Sellers, JK, SL, the Sellers'
           Solicitors or Accountants or the auditors of the Company to the
           Buyer, the Buyer's Solicitors or the Buyer's Accountants relating to
           the business, activities, affairs, or assets or liabilities of the
           Business, the Company and Loryt, as listed in the Disclosure Letter,
           was, when given, and remains accurate and complete. 

12.2       There is nothing material in relation to the assets, business or
           financial condition of the Company or Loryt, of which the Warrantors
           are aware, which has not been fully and fairly disclosed in writing
           to the Buyer, the Buyer's Solicitors or the Buyer's Accountants and
           which, if disclosed, might reasonably have been expected to affect
           the decision of the Buyer to enter into this agreement.




                                       42
<PAGE>   44



                                     PART 3

                                    TAXATION

In this Part 3 references to the Company mean each of London Life Apartments
Limited and Loryt (1) Limited save where expressly stated to the contrary.

1          ADMINISTRATION

1.1        All returns, notifications, computations and payments which should
           have been made or given by the Company for Taxation purposes were
           made or given within the requisite periods and are up to date,
           correct and on a proper basis; and none of them is, or is likely to
           be, the subject of a dispute with a Taxation authority.

1.2        All particulars furnished to the Taxation authorities, in connection
           with the application for a consent or clearance on behalf of the
           Company, or affecting the Company, fully and accurately disclosed all
           everything material; the consent or clearance is valid and effective;
           and the transaction for which consent or clearance was obtained has
           been carried into effect (if at all) only in accordance with the
           terms of the relative application and consent or clearance. 

1.3        The Company has not:

1.3.1      been the subject of an investigation, discovery or access order by or
           involving a Taxation authority and there are no circumstances which
           make it likely that an investigation, discovery or order will be
           made; 

1.3.2      paid or, since incorporation, become liable to pay a penalty or
           interest charged under a Taxation statute.

1.4        The Company has properly operated the PAYE system, by duly deducting
           tax and national insurance contributions from all payments made, or
           treated as made, to its employees or former employees, and accounting
           to the Inland Revenue for the tax and national insurance
           contributions deducted and for tax chargeable on benefits provided
           for its employees or former employees. 


                                       43
<PAGE>   45

1.5        The Company has sufficient records relating to past events to
           calculate the liability to Taxation or relief from Taxation which
           would arise on a disposal or realisation of assets or a discharge of
           liabilities. 

1.6        The Company has complied with the following sections, and the
           regulations made under them, and has made and accounted for the
           deductions and retentions which they specify or require:

1.6.1     s78 TMA (method of charging non-residents) and s79 (profits from
           branch or agency); 

1.6.2      s43 ICTA (non-residents);

1.6.3      s349 ICTA (payments not out of profits or gains brought into charge
           to income tax and annual interest);

1.7        No elections are in force in relation to the Company under s247 ICTA
           (dividends etc paid by one member of a group to another). 

1.8        The Company has not received a notice under s23 ICTA (collection from
           lessees and agents) which is outstanding.

1.9        All Taxation which ought to have been paid has been paid.

1.10       The Company is and has always only been resident for Taxation
           purposes in the United Kingdom and has not been and is not subject or
           liable to Taxation in any other jurisdiction.

1.11       The Company does not and has never held any shares in any other
           company.

1.12       The Company was incorporated on 13 August 1997. Since that date the
           only transactions to which it was a party were:

1.12.1     the transactions pursuant to the Deed of Gift; and

1.12.2     carrying on the normal Business as acquired pursuant to the Deed of
           Gift.

1.13       The Disclosure Letter sets out details of all arrangements between
           the Company and any Taxation authority.


                                       44
<PAGE>   46

1.14       There are no circumstances whereby the Company is or may become
           liable for a Taxation liability of any other person.

1.15       The deferred tax liability of the Company is not more than
           (pound)1,500,000.

1.16       The tax computations of the Business for the last three years are set
           out in the Disclosure Letter.

1.17       Loryt (1) Limited is a dormant company and has no liability to income
           or corporation tax or in respect of supplies for VAT purposes.

2          TAXATION CLAIMS, LIABILITIES AND RELIEFS

2.1        The Disclosure Letter contains full and accurate details of all
           matters relating to Taxation in respect of which the Company (either
           alone or jointly with another person) is, or at Completion will be,
           entitled:

2.1.1      to make a claim (including a supplementary claim) for, disclaimer of
           or election for relief under a Taxation statute; 

2.1.2      to elect to treat machinery or plant as a short-life asset within s37
           CAA (election for certain machinery or plant to be treated as
           short-life assets).

2.2        The Company has not, nor will become liable to pay, or to reimburse
           or indemnify any person in respect of Taxation in consequence of the
           failure by another person to discharge that Taxation, where the
           Taxation relates to a profit, income or gain arising or deemed to
           have arisen or anything occurring or deemed to have occurred (whether
           wholly or partly) prior to Completion. 

2.3        No relief from Taxation has been claimed or given to the Company,
           which could be withdrawn, postponed or restricted as a result of
           anything arising or occurring at or after Completion.

3          DISTRIBUTIONS AND DEDUCTIBILITY OF PAYMENTS

3.1        The Company has not since incorporation paid any dividend or made any
           distribution.


                                       45
<PAGE>   47

3.2        The Company has not repaid, or agreed to repay, or redeemed, or
           agreed to redeem, shares, or capitalised or agreed to capitalise
           profits or reserves in the form of redeemable shares or debentures.

3.3        No rents, interest, annual payments or other sums of an income nature
           paid, or payable, since incorporation by the Company, or which the
           Company is under an obligation to pay are or may be wholly or
           partially disallowable as deductions in computing profits or as
           charges against profits for the purposes of corporation tax by reason
           of:

3.3.1      s74 ICTA (general rules as to deductions not allowable); 

3.3.2      s338 ICTA (allowance of charges on income and capital);

3.3.3      s770 ICTA (sales etc at an undervalue or overvalue);

3.3.4      ss779 to 785 ICTA (leased assets); 

3.3.5      s787 ICTA (restriction of relief for payments of interest);

           or otherwise.

3.4        The Company has not received a capital distribution to which s189
           TCGA (capital distribution of chargeable gains: recovery of tax from
           shareholder) could apply. 

3.5        The Company has not incurred expenditure which was not or will not be
           wholly deductible in computing, or against, profits as a trading
           expense or expense of management, or as a charge on income, or in
           computing income for the purposes of schedule A, except for
           expenditure on the acquisition of an asset to be held otherwise than
           as stock-in-trade, details of which are set out in the Disclosure
           Letter.

4          CARRY-FORWARD OF LOSSES AND ACT

4.1        There has not been in the past three years a major change in the
           nature or conduct of the trade or business of the Company such as
           might prevent the carry forward or back of advance corporation tax,
           trading losses or excess management expenses.


                                       46
<PAGE>   48

5          LOAN RELATIONSHIPS

5.1        Where the Company which is a party to a loan relationship (within the
           meaning of, s81 FA 1996 (meaning of "loan relationship" etc)), it
           uses as respects the loan relationship in its statutory accounts a
           basis of accounting which is or equates to an authorised accounting
           method under s85 FA1996 (authorised accounting methods).

5.2        The Company has not, in respect of a loan relationship within the
           meaning of s81 FA 1996 (meaning of "loan relationship" etc), applied:

5.2.1      an authorised accounting method inconsistently or otherwise in a
           materially different way in successive accounting periods; or 

5.2.2      used a different authorised accounting method for the same or
           successive accounting periods;

           as provided by s89 FA 1996 (inconsistent application of accounting
           methods).

5.3        The Company is not required to use an authorised accruals basis of
           accounting as respects a creditor relationship by virtue of s87 FA
           1996, (accounting method where parties have a connection).


5.4        The Company has not received a payment of interest on which it bore
           income tax by deduction and in relation to which interest a credit
           has been brought into account for the purchasers of Ch II FA 1996
           (loan relationships) for an accounting period ending more than two
           years before the date of the receipt.

5.5        The Company is not subject to a restriction as to the amount of the
           loss that it may bring into account in respect of a loan relationship
           by virtue of Schedule 9, para 10 FA 1996 (imported losses etc).

5.6        The Company has not acquired or disposed of rights or liabilities in
           respect of a loan relationship where the company from which it made
           the acquisition or to which it made the disposal was a member of the
           same group companies within the meaning of Schedule 9 para 12 FA 1996
           (continuity of treatment: groups etc).


                                       47
<PAGE>   49

5.7        The Company has not been a party to a loan relationship which had an
           unallowable purpose within the meaning of Schedule 9 para 13 FA 1996
           (loan relationships for unallowable purposes).

6          CLOSE COMPANIES

6.1        The Company has not, since incorporation, made a distribution within
           s418 ICTA (`distribution' to include certain expenses of close
           companies).

6.2        The Company has not made or agreed to make a loan or advance within
           Pt XI, Ch II ICTA (charges to tax in connection with loans) or, since
           incorporation, released or written off the whole or part of the debt
           in respect of such a loan or advance.

7          CAPITAL ALLOWANCES

7.1        All expenditure which the Company has incurred or may incur under a
           subsisting commitment on the provision of machinery or plant has
           qualified or will qualify (if not deductible as a trading expense of
           a trade carried on by the relevant Company) for writing-down
           allowances under s24 CAA (writing-down allowances and balancing
           adjustments).

7.2        All capital allowances made or to be made to the Company in respect
           of capital expenditure incurred, or to be incurred under a subsisting
           commitment, have been made, or will be made, in taxing its trade.

7.3        Since incorporation:

7.3.1      the Company has not done, omitted to do, agreed to do or permitted to
           be done anything as a result of which a disposal value may be brought
           into account under s24 CAA (writing-down allowances and balancing
           adjustments), or there may be any recovery of excess relief under s46
           CAA (recovery of excess relief: new expenditure);

7.4        The Company is not, nor may be in dispute with another person as to
           the entitlement to capital allowances under s51 CAA (application and
           interpretation of Chapter VI: fixtures). 


                                       48
<PAGE>   50

7.5        The Company has not made an election under s53 CAA (expenditure
           incurred by equipment lessor) or s55 (expenditure incurred by
           incoming lessee: transfer of allowances) in relation to fixtures.

7.6        No election has been made by the Company or agreed to have been made
           under Section 59 B Capital Allowances Act 1990 or by any other person
           on or after 24 July 1996.

8          TRANSACTIONS NOT AT ARM'S LENGTH

8.1        The Company has not carried out, nor been engaged in, a transaction
           or arrangement to which s770 ICTA (sale etc. at an undervalue or
           overvalue) has been or may be applied. 

8.2        The Company does not own, nor has agreed to acquire, an asset, nor
           has received or agreed to receive services or facilities (including
           the benefit of licences or agreements), the consideration for the
           acquisition or provision of which was or will be in excess of its
           market value or determined otherwise than on an arm's-length basis.

8.3        The Company has not disposed of or acquired an asset in such
           circumstances that s17 TCGA (disposals and acquisitions treated as
           made at market value) could apply.

9          BASE VALUES AND ACQUISITION COSTS

9.1        If each of the capital assets of the Company was disposed of at
           Completion for a consideration equal to its book value, no liability
           to corporation tax on chargeable gains or balancing charge under CAA
           (if each asset was treated as if used for the purpose of a separate
           trade) would arise; and, for the purpose of determining the liability
           to corporation tax on chargeable gains, there shall be disregarded
           reliefs and allowances available to the Company other than amounts
           falling to be deducted under s38 TCGA (acquisition and disposal costs
           etc). 

9.2        The Company has not, since incorporation, other than pursuant to the
           Deed of Gift, engaged in a transaction in respect of which there may
           be substituted, for Taxation purposes, a consideration which is
           different from the actual consideration given or received by it.


                                       49
<PAGE>   51

10         TAX AVOIDANCE

10.1       The Company has not, since incorporation, engaged in or been a party
           to a scheme or arrangement of which the main purpose, or one of the
           main purposes, was the avoidance of, or a reduction in liability to,
           Taxation; and, in particular, the Company has not been a party to, or
           otherwise involved in, a transaction to which any of the following
           provisions has been or could be applied:

10.1.1     s116 ICTA (partnerships involving companies: arrangements for
           transferring relief) or s395 ICTA (leasing contracts and company
           reconstructions);

10.1.2     s779 ICTA (sale and lease-back: limitation on tax reliefs);

10.1.3     s75 CAA (further restrictions on allowances);

10.1.4     s29 TCGA (value shifting: general provisions); or

10.2       The Company has not, since incorporation, been a party to a
           transaction to which any of the following provisions has been or
           could be applied other than transactions in respect of which all
           necessary consents or clearances were obtained:

10.2.1     ss703 to 709 ICTA (cancellation of tax advantages from certain
           transactions in securities); 

10.2.2     s765 ICTA (migration etc of companies); 10.2.3 s776 ICTA
           (transactions in land: taxation of capital gains);

10.2.4     ss135 to 138 TCGA (company reconstructions and amalgamations); or

10.2.5     s139 TCGA (reconstruction or amalgamation involving transfer of
           business).

11         SALE AND LEASEBACK OF LAND

           The Company has not, since incorporation, entered into a transaction
           to which s780 ICTA (sale and lease-back: taxation of consideration
           received) has been or could be applied.


                                       50
<PAGE>   52

12         FOREIGN COMPANIES

12.1       The Company shall not be deemed to have made a disposal of its assets
           since incorporation under s185 TCGA (deemed disposal of assets on
           company ceasing to be resident in UK).

12.2       The Company shall not be liable under s187 TCGA (postponement of
           charge on deemed disposal under section 185) for the payment of the
           tax arising on a company which is not the Company ceasing to be
           resident in the United Kingdom.

13         CHARGEABLE GAINS

13.1       No asset owned or agreed to be acquired by the Company (other than
           plant and machinery in respect of which it is entitled to capital
           allowances) is a wasting asset within the meaning of s44 TCGA
           (meaning of "wasting asset").

13.2       The Company is not owed a debt (not being a debt on a security), upon
           the disposal or satisfaction of which a liability to corporation tax
           on chargeable gains will arise by reason of s251 TCGA (debts: general
           provisions).

13.3       The Company has claimed or is entitled to claim under s253 TCGA
           (relief for loans to traders) or s254 TCGA (relief for debts on
           qualifying corporate bonds) that an allowable loss has accrued in
           respect of a loan made by it.

13.4       The base cost of any assets of the Company for the purposes of
           corporation tax on chargeable gains is nil save for the assets
           acquired since 16 January 1998 in respect of which the base cost will
           be the acquisition cost of such assets. 13.5

13.5       No charge under Sections 179, 185 or 189 TCGA or Section 132 Finance
           Act 1988 (Company ceasing to be a member of a group or becoming non
           resident) will arise on the Company by reason of execution or
           Completion or any of the other transactions contemplated by this
           agreement.

14         LOSSES

14.1       The Company has not incurred a capital loss to which s18(3) TCGA
           (transactions between connected persons) is applicable.


                                       51
<PAGE>   53

14.2       The Company is not treated as a limited partner under s118 ICTA
           (restriction on relief: companies).

14.3       The Company had not immediately prior to the execution of this
           agreement an allowable loss which was a pre-entry loss within the
           meaning of schedule 7A TCGA (restriction on set-off of pre-entry
           losses).

15         REPLACEMENT OF BUSINESS ASSETS

           The Company has not made a claim under:

15.1       s23 TCGA (receipt of compensation and insurance money not treated as
           a disposal);

15.2       s152 TCGA (replacement of business assets: roll-over relief);

15.3       s153 TCGA (assets only partly replaced);

15.4       s154 TCGA (new assets which are depreciating assets);

15.5       s247 TCGA (roll-over relief on compulsory acquisition);

           which would affect the amount of the chargeable gain or allowable
           loss which would, but for the claim, have arisen on a disposal of any
           of its assets.

16         VALUE ADDED TAX

16.1       The Company:

16.1.1     has duly registered and is a taxable person for the purposes of value
           added tax, and is not and never has been a member of a group for VAT
           purposes;

16.1.2     has complied in all material respects with the statutory
           requirements, orders, provisions, directions and conditions relating
           to value added tax; and

16.1.3     maintains complete, correct and up-to-date records for the purposes
           of the relevant legislation.

16.2       The Company:

                                       52
<PAGE>   54

16.2.1     is not in arrears with a payment or return, or liable to an abnormal
           or non-routine payment, or a forfeiture or penalty, or to the
           operation of a penal provision;

16.2.2     has not been required by the Commissioners of Customs and Excise to
           give security; 

16.2.3     is not, nor has agreed to become, an agent (for the purposes of s47
           VATA (agents, etc.)) for the supply of goods for a person who is not
           a taxable person.

16.3       No direction has been given, and there are no grounds under which one
           may be given, by Customs and Excise under Schedule 9A VATA
           (anti-avoidance provisions: Groups) as a result of which the Company
           would be treated for the purposes of value added tax as a member of a
           group which includes a company which is not the Company or as not
           being a member of the group with the other Group Companies.

16.4       The Disclosure Letter contains full and accurate particulars of
           claims for bad debt relief made, or which may be made, by the Company
           under s36 VATA (bad debts).

16.5       No document has left the possession of the Company which, if
           improperly used by a third party, would lead to a liability on its
           part to pay an amount of value added tax under Schedule 11 para 5
           VATA (recovery of vat, etc) which, but for the use, would not have
           been payable by it.

16.6       The Company:

16.6.1     has not within the past twelve months received a surcharge liability
           notice under s59 VATA (the default surcharge);

16.6.2     will not be liable to a penalty under s63 VATA (penalty for
           misdeclaration or neglect resulting in VAT loss for one accounting
           period equalling or exceeding certain amounts); or

16.6.3     has not received a penalty liability notice under s64 VATA (repeated
           misdeclarations) or has made a return which contains a material
           inaccuracy within the meaning of that section.


                                       53
<PAGE>   55

16.7       The Company has not given a certificate for value added tax purposes
           falling within s62 VATA (incorrect certificates as to zero rating
           etc).

16.8       The Company has not made a claim for repayment of value added tax
           under s80 VATA (recovery of overpaid VAT) which has not been
           satisfied and in respect of which the Commissioners of Customs and
           Excise have raised or could raise the defence of unjust enrichment.

16.9       The Company or other body corporate which, in relation to the
           Company, is or has been a relevant associate (as defined in Schedule
           10 para 3 VATA (election to waive exemption)):

16.9.1     has not made an election to waive exemption under Schedule 10 para 2
           VATA (election to waive exemption); or

16.9.2     does not own (nor has agreed to acquire, whether conditionally or
           otherwise, or granted an option to another person to require it to
           acquire) an interest in, right over or licence to occupy a building
           or land which has been or will be granted to the Company by another
           person who has made or, so far as the Company is aware, will make in
           relation to all or any part of the building or land an election to
           waive exemption under para 2.

16.10      The Company is not a developer (within the meaning of Schedule 10
           para 5 VATA (developers of certain non-residential buildings etc)) in
           relation to a building or civil engineering work (but excluding a
           building or work construction of which was commenced before 1 August
           1989 or a building or work in which the fee simple was granted before
           the date of this agreement where that grant was a taxable supply
           (other than a zero-rated supply)) for value added tax purposes,
           otherwise than by reason of an election under Schedule 10 para 2 VATA
           (election to waive exemption).

16.11      The Company has not acquired or brought into use on or after 1 April
           1990 a computer or item of computer equipment costing (pound)50,000
           or more or land or buildings (or parts of buildings) costing
           (pound)250,000 or more.


                                       54
<PAGE>   56

16.12      The net total of all errors required by law to be corrected in value
           added tax returns submitted by the Company (adding up all
           under-declarations and subtracting all over-declarations) does not
           exceed (pound)500.

16.13      The Disclosure Letter sets out the percentage of taxable and exempt
           supplies by the Company for VAT purposes since incorporation,
           together with details of each of the types of supplies and VAT
           treatment for all periods since incorporation.

16.14      The Company has all the VAT records of the Business and no request
           was made or will be made for the VAT records of the Business to be
           kept by the [Warrantors or the Partnership] pursuant to S 49 Of the
           VATA.



17         INHERITANCE TAX

17.1       The Company has not made a transfer of value (as defined in s3 ITA
           (transfers of value)).

17.2       No Inland Revenue charge for unpaid inheritance tax (as provided by
           ss237 and 238 ITA (Inland Revenue charge for unpaid tax)) is
           outstanding over an asset of the Company or in relation to shares in
           the capital of the Company.


17.3       No circumstances exist whereby a power mentioned in s212 ITA (powers
           to raise tax) could be exercised in relation to shares, securities or
           other assets of the Company or could be exercised but for s264(6) ITA
           (limitation of liability).

18         STAMP DUTY

18.1       Since incorporation the Company has not made a claim for relief or
           exemption under s42 FA 1930 (relief from transfer stamp duty in case
           of transfer of property as between associated companies).

18.2       All documents which affect the right, title or interest of the
           Company to or in its properties, undertaking or assets, or to which
           the Company is a party, and which attract stamp duty have been duly
           stamped regardless or not of whether within the requisite period for
           stamping, without interest or penalty, has expired.


                                       55
<PAGE>   57

18.3       The Company is not a party to a document held outside the United
           Kingdom which, if brought into the United Kingdom, would be liable to
           stamp duty under section 14(4) of the Stamp Act 1891 (terms upon
           which instruments not duly stamped may be received in evidence).

19         INSURANCE PREMIUM TAX

19.1       The Company:

19.1.1     is not nor has been registered or liable to be registered for the
           purposes of insurance premium tax under s53 FA 1994 (registration of
           insurers);

19.1.2     has not given nor is liable to give a notification to the
           Commissioners of Customs and Excise under s53(2) FA 1994;

19.1.3     has not been nor is or has agreed to become an insurer's tax
           representative within s57 FA 1994 (tax representatives);

19.1.4     is not nor has been treated as a member of a group for the purposes
           of insurance premium tax within s63 FA 1994 (groups of companies); or

19.1.5     has not received nor could receive a liability notice within s65 FA
           1994 (liability of insured in certain cases).

20         ACQUISITION OF THE BUSINESS

20.1       The transfer of the Business to the Company by the Partnership was
           effected as a transfer of a business as a going concern for value
           added tax purposes pursuant to Section 49 VATA and Article 5 Value
           Added Tax (Special Provisions) Order 1995, to the effect that no VAT
           was or will be payable by the Company thereon. 

20.2       No stamp duty liability arose or will arise in the Company by reason
           of the transfer of the Business to the Company. The appropriate
           certificate for exemption under item L of Stamp Duty (Exempt
           Instruments) 1987 was included in the Deed of Gift.

20.3       The transfers by Samantha Luff and James Koe to the Company pursuant
           to the Deed of Gift are and will be eligible for relief under section
           165 TCGA and there are no circumstances whereby:

                                       56
<PAGE>   58

           (a)            the relief could be denied by reason of section 167
                          TCGA applying by reason of London Life Apartments
                          Limited being or having been or becoming a Company
                          within section 167(2) TCGA, or;

           (b)            the Company could become liable for any tax (whether
                          primarily or secondarily) under section 282 TCGA
                          pursuant to the transactions contemplated in the Deed
                          of Gift

           whether primarily, secondarily or under section 282 TCGA.

20.4       No tax liability has arisen or will arise in the Company as a result
           of the transactions contemplated by or effected pursuant to the Deed
           of Gift.

20.5       No claim has been made by the Company under section 165 TCGA.


                                     PART 4
                                     FINANCE

1          CAPITAL COMMITMENTS

           No commitments on capital account are outstanding and, since
           incorporation, neither the Company nor Loryt has made or agreed to
           make capital expenditure, incurred or agreed to incur capital
           commitments or disposed of or agreed to dispose of capital assets.

2          DIVIDENDS AND DISTRIBUTIONS

2.1        Since incorporation no dividend or other distribution (as defined in
           Part VI Chapter II ICTA as extended by s418 ICTA) has been, or is
           treated as having been, declared, made or paid by the Company or
           Loryt.

3          LOANS BY AND DEBTS DUE TO THE COMPANY

3.1        Neither the Company nor Loryt has lent money which has not been
           repaid to it or is the creditor in respect of a debt (whether or not
           due for payment) which has arisen otherwise than in the ordinary
           course of its business.

3.2        Neither the Company nor Loryt has made a loan or quasi-loan contrary
           to the Companies Acts.


                                       57
<PAGE>   59

3.3        Neither the Company nor Loryt has made a loan, which remains
           outstanding, on terms entitling it to receive either a rate of
           interest varying with, or a share of, the profits of a business.

4          LIABILITIES

4.1        There are no liabilities (including contingent liabilities) of the
           Company or Loryt, except as incurred in the normal course of its
           business, since incorporation. 

4.2        There has been no exercise, purported exercise or claim for a charge,
           lien, encumbrance or equity over the Assets.

4.3        There is no dispute directly or indirectly relating to the Assets.

4.4        Neither the Company nor Loryt has an exposure in relation to interest
           or exchange rate fluctuations.

5          BANK ACCOUNTS

5.1        Accurate and complete statements of the bank accounts of the Company
           and Loryt, as at the Effective Date, are annexed to the Disclosure
           Letter. 

5.2        Since the date of each statement, there have been no payments out of
           the account to which the statement relates, except for payments in
           the normal course of business; and the balances on current accounts
           are not substantially different from the balances shown in the
           statements.

6          CONTINUATION OF FACILITIES

6.1        The Disclosure Letter sets out accurate and complete details
           (together with accurate copies of all relevant documentation) of the
           debentures, acceptance credits, overdrafts, loans or other financial
           facilities outstanding or available to the Company or Loryt (referred
           to in this clause as "facilities") and:

6.1        there has been no contravention of, or non-compliance with, the terms
           of the facilities;

6.1.2      no steps for the early repayment of indebtedness under the facilities
           have been taken or threatened;

                                       58
<PAGE>   60

6.1.3      there have not been, nor are there, circumstances known to the
           Sellers (or in the case of Loryt, JK and SL) whereby the continuation
           of any of the facilities might be prejudiced or its terms altered;

6.1.4      none of the facilities is dependent on the guarantee or indemnity of,
           or security provided by, a person other than the Company or Loryt;
           and

6.1.5      none of the Sellers has any knowledge, information or belief that, as
           a result of the acquisition of the Shares by the Buyer or any other
           thing contemplated in this agreement, any of the facilities might be
           terminated or mature prior to its stated maturity.

7          CREDITORS

           There is no significant amount owing by the Company or Loryt which
           has been due for more than six weeks.

8          GOVERNMENT GRANTS

           The Company has not applied for or received a grant or subsidy or
           financial assistance from a government department or agency or a
           local or other authority.

                                     PART 5
                                     TRADING

1          CHANGES PRIOR TO THE EFFECTIVE DATE

1.1        In the last two years since the Effective Date:

1.1.1      the Business has been continued in the normal course;

1.1.2      there has been no deterioration in the turnover, or in the financial
           or trading position or prospects, of the Business;

1.1.3      the Business has not, by doing or omitting to do anything, prejudiced
           its goodwill;

1.1.4      no part of the Business has been adversely affected by abnormal
           factors not affecting similar businesses to a like extent; and

1.1.5      the Business has paid its creditors in accordance with their
           respective credit terms.


                                       59
<PAGE>   61

1.2        The trading prospects of the Business have not, as far as the
           Warrantors are aware, been adversely affected as a result of events
           or circumstances arising since incorporation.

2          SELLERS' OTHER INTERESTS AND LIABILITIES TO THE COMPANY

2.1        Sellers, JK, SL and their Associates, are not, directly or
           indirectly, interested in businesses other than those carried on by
           the Company and/or Loryt, which are or are likely to be, or become,
           competitive with the Business.

2.2        None of the Sellers, JK, SL or their Associates, is indebted to the
           Company or Loryt.

3          EFFECT OF SALE OF SHARES

3.1        Sellers have no knowledge, information or belief that after the
           Effective Date (whether by reason of an existing agreement or
           arrangement or otherwise) as a result of the acquisition of the
           Company and Loryt by the Buyer:

3.1.1      a customer of the Business will cease, or be entitled to cease, to
           deal with it or substantially reduce its existing level of business
           with it; or 

3.1.2      the Company or Loryt will lose the benefit of a right or benefit
           which it enjoys.

3.2        Compliance with the terms of this agreement does not and will not:

3.2.1      conflict with, or result in the breach of, or constitute a default
           under an agreement or arrangement to which either the Company or
           Loryt is a party, or a provision of the memorandum or articles of
           association of the Company or Loryt or a restriction or obligation by
           which or to which an asset of the Company or Loryt is bound or
           subject;

3.2.2      relieve another person from an obligation to the Company or Loryt
           (whether contractual or otherwise), or enable another person to
           determine such an obligation, or a right or benefit enjoyed by the
           Company or Loryt, or to exercise a right, whether under an agreement
           with, or otherwise in respect of, the Company or Loryt;


                                       60
<PAGE>   62

3.2.3      result in the creation, imposition, crystallisation or enforcement of
           an encumbrance on the Assets; or

3.2.4      result in indebtedness of the Company or Loryt becoming due and
           payable, or capable of being declared due and payable, prior to its
           stated maturity.

4          CONDUCT OF BUSINESS IN ACCORDANCE WITH MEMORANDUM AND ARTICLES OF
           ASSOCIATION

4.1        Both the Company and Loryt have carried on business and conducted
           their affairs in accordance with this memorandum and articles of
           association and all other documents to which they are or have been a
           party. 

4.2        Both the Company and Loryt have the power and are qualified to carry
           on business in the jurisdictions in which it carries on business.

5          JOINT VENTURES AND PARTNERSHIP

5.1        Neither the Company nor Loryt is or has agreed to become, a
           participant in or member of a joint venture, consortium, partnership
           or other unincorporated association.

5.2        Neither the Company nor Loryt is, or has agreed to become, a party to
           an agreement or arrangement for sharing commissions or other income.

6          AGREEMENTS RELATING TO THE MANAGEMENT AND BUSINESS

           There are no agreements or arrangements between the Company and/or
           Loryt and a person who is a shareholder, or the beneficial owner of
           an interest, in it, or in a company in which the Company and/or Loryt
           is interested, or an Associate of such a person, relating to:

6.1        the management of the Business;

6.2        the appointment or removal of directors of the Company;

6.3        the ownership, transfer of ownership or letting of the Assets or
           Properties; or

6.4        the provision, supply or purchase of finance, goods, services or
           other facilities to, by or from the Company and/or Loryt;


                                       61
<PAGE>   63

           or in any other respect relating to its affairs.

7          AGENCY AGREEMENTS AND AGREEMENTS RESTRICTING BUSINESS

7.1        Neither the Company nor Loryt is a party to an agency,
           distributorship, marketing, purchasing, manufacturing or licensing
           agreement or arrangement, or a restrictive agreement or arrangement
           pursuant to which its business is carried on, or which restricts its
           freedom to carry on its business as it thinks fit.

7.2        Neither the Company nor Loryt is not bound by an undertaking or
           assurances given to a court or governmental agency.

8          UNFAIR TRADE AND RESTRICTIVE PRACTICES

8.1        None of the Company, the Partnership nor Loryt have committed, or
           omitted to do, anything which could give rise to a fine or penalty
           with respect to any unfair trade and restrictive practices
           legislation. 8.2 None of the Company, the Partnership nor Loryt is a
           party to an agreement, practice or arrangement which:

8.2.1      contravenes the Trade Descriptions Act 1968;

8.2.2      contravenes Part XI of the Fair Trading Act 1973;

8.2.3      would, or might, result in a reference of a "consumer trade
           practice", within the meaning of section 13 of the Fair Trading Act
           1973, or be liable to reference to the Consumer Protection Advisory
           Committee under Part II of that Act;

8.2.4      contravenes the Consumer Credit Act 1974; 

8.2.5      contravenes, or is invalidated (in whole or in part) by, or is
           subject to registration under, the Restrictive Trade Practices Acts
           1976 and 1977.

8.3        The Company or Partnership has not engaged in an anti-competitive
           practice as defined in the Competition Act 1980. 

                                     62

<PAGE>   64

9          LITIGATION, DISPUTES AND WINDING UP

9.1        None of the Company, the Partnership nor Loryt is engaged in
           litigation or arbitration proceedings as plaintiff or defendant;
           there are no proceedings pending or threatened, either by or against
           the Company, Partnership or Loryt; and there is nothing which, as far
           as the Warrantors are aware, is likely to give rise to litigation or
           arbitration.

9.2        There is no dispute with a Taxation or other official department in
           relation to the affairs of the Company or Loryt and there is nothing
           which, as far as the Warrantors are aware, may give rise to a
           dispute.

9.3        There are no claims pending or threatened, or capable of arising,
           against the Company, Loryt or the Partnership, by an employee or
           third party in respect of an accident or injury, which are not fully
           covered by insurance.

9.4        No order has been made, petition presented or resolution passed for
           the winding-up of the Company or Loryt; no distress, execution or
           other process has been levied in respect of the Company or Loryt
           which remains undischarged; and there is no unfulfilled or
           unsatisfied judgment or court order outstanding against the Company
           or Loryt.

9.5        Neither the Company nor Loryt has stopped payment and is not
           insolvent or unable to pay its debts within the meaning of section
           123 of the Insolvency Act 1986 (but omitting any requirement to prove
           anything to the satisfaction of the court).

10         COMPLIANCE WITH STATUTES

10.1       None of the Company, the Partnership and/or Loryt, or any of its
           officers, agents or employees (during the course of their duties in
           relation to it), has committed or omitted to do anything, the
           commission or omission of which is in material contravention of an
           act, order, regulation or the like giving rise to a penalty, default
           proceedings or other liability on its part. 

10.2       The Company, the Partnership and Loryt have conducted and are
           conducting their business in accordance with all applicable laws and
           regulations. 

                                       63
<PAGE>   65


10.3       Neither the Company nor Loryt carries on (nor has, when not an
           authorised person under Chapter III of the Financial Services Act
           1986, carried on) investment business in the United Kingdom within
           the meaning of that act.

11         DATA PROTECTION

11.1       The Company and Loryt have complied with all relevant requirements of
           the Data Protection Act 1984 including:

11.1.1     the data protection principles established in the Act;

11.1.2     requests from data subjects for access to data held by it; and 

11.1.3     the requirements relating to the registration of data users.

11.2       None of the Company, Loryt or the Partnership has received a notice
           or allegation either from the data protection registrar or from a
           data subject alleging non-compliance with the data protection
           principles or prohibiting the transfer of data to a place outside the
           United Kingdom.

11.3       No individual has claimed, or will have the right to claim,
           compensation from the Company, Loryt or the Partnership under the act
           for loss, or unauthorised disclosure, of data.

12         BUSINESS NAMES

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

13         TRANSACTIONS INVOLVING DIRECTORS

           Neither the Company nor Loryt has been a party to a transaction to
           which s320 or s330 CA may apply.

14         POWERS OF ATTORNEY AND AUTHORITY

14.1       No power of attorney given by the Company or Loryt is in force.

14.2       No authorities (express or implied) by which a person may enter into
           a contract or commitment on behalf of the Company or Loryt are
           outstanding.


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<PAGE>   66

15         LICENCES AND CONSENTS

           Neither the Company nor Loryt requires any licences or consents in
           order to carry on the Business.

16         SUBSISTING CONTRACTS

16.1       The Contracts comprise all the material contracts, agreements and
           arrangements which are binding and which have, since their
           incorporation, been binding on the Company and Loryt, whether written
           or oral.

17         DEFAULTS UNDER AGREEMENTS BY THE COMPANY

17.1       Neither the Company nor Loryt is in default under an agreement or
           arrangement, or in respect of another obligation or restriction by
           which it is bound;

17.1.1     in default under an obligation existing by reason of membership of an
           association or body; or

17.1.2     liable in respect of a representation or warranty (whether express or
           implied), or a matter giving rise to a duty of care on its part. 17.2
           No threat or claim of default has been made and is outstanding
           against the Company or Loryt; and there is nothing by which a right
           or benefit may be prematurely terminated by another party, or by
           which the terms may be worsened.

18         OTHER PARTY'S DEFAULTS

           No party to an agreement or arrangement with the Company or Loryt is
           in default under it, being a default which is material in the context
           of the Company's or Loryt's financial or trading position; and there
           is nothing as far as the Warrantors are aware, likely to give rise to
           a default.

19         OUTSTANDING OFFERS

           No offer, tender or the like is outstanding which may be converted
           into an obligation of the Company or Loryt by acceptance by, or other
           act of, another person.


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<PAGE>   67

20         GUARANTEES AND INDEMNITIES

           There is no subsisting guarantee or agreement for indemnity or for
           suretyship given by the Company or Loryt or for their accommodation.

21         INSIDER CONTRACTS

21.1       No agreement or arrangement to which the Company, the Partnership or
           Loryt is or was a party and which a Related Person is or has been
           interested, whether directly or indirectly, is outstanding or existed
           during the past three years.

21.2       Neither the Company nor Loryt is a party to, and the profits or
           financial position of it and/or the Partnership during the past three
           years have not been affected by, an agreement or arrangement which
           was or is not at arm's length.

22         CONSULTANT REPORTS

           Save as contained in the Disclosure Letter, there have been no
           reports concerning the Business by financial or management
           consultants during the past three years.

23         ENVIRONMENTAL MATTERS

23.1       The Business has complied, and has adequate facilities to continue to
           comply, with all legislation (both primary and secondary) relating to
           the protection of the environment.

23.2       Neither the Company nor Loryt has not caused or knowingly permitted:

23.2.1     poisonous, noxious or polluting matter or solid waste matter to enter
           controlled waters;

23.2.2     trade or sewage effluent to be discharged from a building; or

23.2.3     matter to enter inland freshwaters so as to tend to impede the proper
           flow of the waters in a manner leading or likely to lead to
           pollution;

           in each case within the meaning of section 85 of the Water Resources
           Act 1991.


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<PAGE>   68


23.3       Neither the Company nor Loryt has not been required, and there is
           nothing whereby the Company may be required, to reimburse the
           expenses incurred by the National Rivers Authority under section 161
           of the Water Resources Act 1991.

23.4       Neither the Company nor Loryt has not been nor will be required to
           incur expenditure as a result of pollution or contamination of any
           land or buildings.

23.5       Neither the Company nor Loryt:

23.5.1     has done or not done anything as a result of which it has been or may
           be subject to a liability or penalty as a result of pollution or
           contamination; or

23.5.2     has received or could receive a remediation notice under section 78E
           Environmental Protection Act 1990.



                                     PART 6

                                   EMPLOYMENT

1          EMPLOYEES AND TERMS OF EMPLOYMENT

1.1        The Disclosure Letter contains complete and accurate particulars of
           the identities, dates of commencement of employment or appointment to
           office and terms of employment or appointment of the employees and
           officers of the Company, including profit sharing, commission and
           discretionary bonus arrangements.

1.2        No past employee of the Business has a right to return to work or has
           or may have a right to be reinstated or re-engaged under the
           Employment Rights Act 1996.

1.3        There are no agreements or arrangements between the Company and a
           trade union or other body representing employees.

1.4        No contract of service exists between the Company and a director or
           employee in relation to which s319 CA applies.

1.5        Loryt does not employ any employees.




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<PAGE>   69

2          BONUS SCHEMES

2.1        There are no schemes in operation entitling an employee of the
           Company to a commission or remuneration calculated by reference to
           the turnover or profits of the Company or part of its business.

2.2        The Company has not registered a profit-related pay scheme under Part
           V Chapter III ICTA.

3          CHANGES IN REMUNERATION

3.1        Since incorporation or (in the event employment or holding of office
           began after incorporation) since the start of the employment or
           holding of office:

3.1.1      no change has been made in the rate of remuneration, emoluments or
           pension benefits of an officer, ex-officer or senior executive of the
           Company; and

3.1.2      no change has been made in the other terms of employment of an
           officer or senior executive;

           a senior executive being a person in receipt of remuneration in
           excess of (pound)40,000 per annum.

3.2        The Company is not obliged or accustomed to pay anything, other than
           in respect of remuneration or pension benefits, to or for the benefit
           of an officer or employee of the Company, or its Associate.

3.3        There are no negotiations for an increase in the remuneration or
           benefits of an officer or employee of the Company are current.

4          TERMINATION OF CONTRACTS OF EMPLOYMENT

4.1        The contracts of service to which the Partnership or Company is a
           party are determinable at any time on three months' notice or less
           without compensation (other than compensation in accordance with the
           Employment Rights Act 1996).

4.2        No executive of the Company, who is in receipt of remuneration in
           excess of (pound)40,000 per annum, and no officer of the Company:



                                       68
<PAGE>   70

4.2.1      has given or received notice terminating his employment, except as
           expressly contemplated in this agreement; or

4.2.2      is entitled to leave his employment or office prematurely as a result
           of the sale of the Shares.

5          INDUSTRIAL DISPUTES AND NEGOTIATIONS

           Neither the Company nor its employees is involved in an industrial
           dispute, and there is nothing which is known, or which would on
           reasonable enquiry be known, to the Company or its directors or to
           the Sellers which might suggest that there may be an industrial
           dispute involving the Company or that this agreement may lead to an
           industrial dispute.

6          INDUSTRIAL AGREEMENTS

           The Company has not agreed to recognise a trade union or done
           anything which might properly be construed as recognition.

7          REDUNDANCIES

           No employee will become redundant and be entitled to a redundancy
           payment as a result of this agreement.

8          PENSIONS

8.1        The Partnership or Company is not under a legal or moral obligation,
           nor is a party to an ex-gratia arrangement, to pay pensions,
           gratuities, superannuation allowances or the like, or otherwise to
           provide "relevant benefits" within the meaning of s612(1) ICTA, to or
           for any of its past or present officers or employees or their
           dependants; and there are no retirement benefit, or pension or death
           benefit, or similar schemes or arrangements in relation to, or
           binding on, the Company or to which the Company contributes.


                                       69
<PAGE>   71




                                     PART 7

                                     ASSETS

1          OWNERSHIP OF ASSETS

1.1        The Partnership owned, and passed good and marketable title to, all
           the assets included in Schedule 4 to the Company and (except for
           current assets subsequently sold or realised in the ordinary course
           of business) the Company still owns and has good and marketable title
           to them. 

1.2        The Company has not created, or granted, or agreed to create or
           grant, a security interest or other encumbrance in respect of the
           Assets, otherwise than in the normal course of its business.

1.3        None of the Assets, undertaking, goodwill or uncalled capital of the
           Company is subject to, and the Company has not agreed to grant, an
           option, charge, lien or encumbrance, or right of pre-emption.

2          ASSETS SUFFICIENT FOR THE BUSINESS

           The Assets comprise all assets necessary for the continuation of its
           business as now carried on.

3          RETENTION OF TITLE

           The Company does not hold goods which it purchased on terms that
           property does not pass until full payment is made or all indebtedness
           discharged.

4          INSURANCE

4.1        All the Assets and undertakings of the Business of an insurable
           nature are, and have at all material times been, insured in amounts
           representing their full replacement or reinstatement value against
           fire and other risks normally insured against by persons carrying on
           the same kind of business as that carried on by it.

4.2        The Company is, and has at all material times been, adequately
           covered against accident, damage, injury, third party loss (including
           product liability), loss of

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<PAGE>   72


           profits and other risks normally insured against by persons carrying
           on the same kind of business.

4.3        All insurance is in full force, and nothing has been done or omitted
           to be done which could make any policy of insurance void or voidable,
           or which is likely to result in an increase in premium.

4.4        None of the policies is subject to special or unusual terms or
           restrictions or to the payment of any premium in excess of the normal
           rate.

4.5        No claim is outstanding, or may as far as the Warrantors are aware,
           be made, under any of the policies and there is nothing which is
           likely to give rise to a claim.

5          LEASED ASSETS

           Nothing has occurred in relation to an asset held by the Company
           under a lease or similar agreement as a result of which the rental
           payable has been, or is likely to be, increased and, in particular,
           all the assets have at all relevant times been used for a qualifying
           purpose within the meaning of s39 CAA.

6          ASSETS IN WORKING ORDER

6.1        The Assets:

6.1.1      are in a reasonable state of repair and condition and in satisfactory
           working order;

6.1.2      are in the possession and control of the Company and are its absolute
           property, except as listed in the Disclosure Letter;

6.1.3      are not expected to require replacements or additions at a cost in
           excess of (pound)10,000 within the next six months; and

6.1.4      are all capable, and (subject to normal wear and tear) will remain
           capable, throughout the period of time during which they are each
           written down to a nil value in the accounts of the Company (in
           accordance with GAAP), of doing the work for which they were designed
           or purchased.

6.2        Maintenance contracts are in full force in respect of all assets of
           the Company which it is normal or prudent to have maintained under
           contract by independent or


                                       71
<PAGE>   73

           specialist contractors, and in respect of all assets which the
           Company is obliged to maintain or repair under a leasing or similar
           agreement; and all those assets have been regularly maintained to a
           reasonable technical standard, and in accordance with safety
           regulations usually observed in relation to assets of that
           description, and in accordance with the terms and conditions of any
           applicable leasing or similar agreement.

7          INTELLECTUAL PROPERTY RIGHTS AND TRADE SECRETS

7.1        Particularsof all Intellectual Property Rights owned by the Company,
           and particularly in respect to the computer software called "Rentman"
           are listed in the Disclosure Letter; where registration is possible,
           the Company is registered as proprietor; each of the Rights is valid
           and enforceable; and none of them is being used, otherwise than under
           a licence of which details are set out in the Disclosure Letter,
           claimed, opposed or attacked by another person.

7.2        The Business (and of any licensee under a licence granted by the
           Company) does not, and is, as far as the Warrantors are aware, not
           likely to, infringe an Intellectual Property Right of another person.

7.3        Particulars of any licences granted to the Company in relation to
           Intellectual Property Rights are set out in the Disclosure Letter and
           the Company has not committed a breach of the licences.

7.4        The Company has no liability to pay compensation under sections 40
           and 41 of the Patents Act 1977.

7.5        The Company has not (otherwise than in the normal course of business)
           disclosed, or permitted to be disclosed, nor undertaken or arranged
           to disclose, to a person other than the Buyer any of its know-how,
           technical information, trade secrets, confidential information, price
           lists or lists of customers or suppliers.

7.6        The Company is not a party to a secrecy agreement or agreement which
           may restrict the use or disclosure of information.

7.7        Nothing has been done or omitted by the Company which would enable a
           licensee under a licence granted by the Company to terminate it or
           which constitutes a breach of its terms.




                                       72
<PAGE>   74



                                     PART 8

                                   PROPERTIES

    (with references to the leases or leasehold properties this will include
       where applicable tenancies, licences or other interests giving rise
                            to rights of occupation)

1          TITLE

1.1        The Properties comprise all the properties leased by the Company or
           Loryt in connection with its business.

1.2        The Properties which are occupied by the Company of Loryt in
           connection with its business are occupied or used by right of
           ownership or under lease or licence, the terms of which permit the
           occupation or use.

1.3        The information contained in the Disclosure Letter as to the tenure
           of the Properties, the principal terms of the leases or licences held
           by the Company or Loryt and the principal terms of the tenancies and
           licence subject to and with the benefit of which the Properties are
           held is complete and accurate.

2          ENCUMBRANCES

2.1        The Properties and all furniture and fittings are free from
           mortgages, debentures, charges, rent-charges, hire purchase charge,
           liens or other encumbrances, except for television sets and video
           cassette recorders which are subject to a hire charge. 

2.2        The Properties are not subject to outgoings, other than business
           rates (where applicable), water rates, insurance premiums, rent,
           utilities and service charges.

2.3        The Properties are free of restrictive covenants, stipulations,
           easements, wayleaves, licences, grants, restrictions, overriding
           interests or other similar rights vested in third parties.

2.4        Where any of the matters referred to in paragraphs 2.1, 2.2 and 2.3
           have been disclosed in the Disclosure Letter, the obligations and
           liabilities imposed and arising under them have been performed and
           any payments owing with respect to them will be accrued in Completion
           Accounts.



                                       73
<PAGE>   75

2.5        The Properties are not subject to options or rights of pre-emption.

3          PLANNING MATTERS

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

3.2        The Company and Loryt have complied and are complying with planning
           permissions, orders, regulations, consents, bye-laws and conditions
           applicable to the Properties.

3.3        None of the Properties is listed as being of special historic or
           architectural importance or located in a conservation area.

3.4        All claims and liabilities under the Planning Acts or other
           legislation have been discharged, and no claim or liability,
           contingent or otherwise, is outstanding.

4          STATUTORY OBLIGATIONS

4.1        The Company and Loryt has complied and is complying with applicable
           statutory and bylaw requirements with respect to the Properties, and
           in particular with the requirements as to fire precautions and under
           the Public Health Acts, the Housing Acts, the Highway Acts, Offices,
           Shops and Railway Premises Act 1963, the Factory Acts and the London
           Building Acts.

4.2        There is no unperformed obligation with respect to the Properties,
           performance of which is necessary to comply with the requirements
           (whether formal or informal) of a competent authority exercising
           statutory or delegated powers.

4.3        No licences are required in relation to the Properties.

4.4        No Value Added Tax is incurred as a result of the Properties. VAT is
           charged to corporate customers.

5          ADVERSE ORDERS

5.1        There are no compulsory purchase notices, orders or resolutions
           affecting the Properties and there is nothing likely to lead to any
           being made. 

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<PAGE>   76

5.2        There are no closing, demolition or clearance orders, enforcement
           notices or stop notices affecting the Properties and there is nothing
           likely to lead to any being made.

6          CONDITION OF THE PROPERTIES AND FURNITURE AND FITTINGS

6.1        The buildings and other structures on or comprising the Properties
           and furniture and fittings are in good and substantial repair and fit
           for the purposes for which they are used. 

6.2        The Company has no liability to repair or pay for the repair of the
           buildings or structures on the Properties:

6.2.1      if they are affected by structural damage or electrical defects or by
           timber infestation or disease; or

6.2.2      contain in their fabric high alumina cement, blue asbestos, calcium
           chloride accelerator, wood wool slabs used as permanent shuttering or
           other deleterious material.

6.3        The Properties are not located in areas or subject to circumstances
           particularly susceptible to flooding or affected by mining activity.

6.4        There are no disputes with neighbouring owners with respect to
           boundary or party walls and fences, or with respect to easements or
           rights over or means of access to the Properties.

6.5        The principal means of access to the Properties is over a road which
           have been taken over by the local or other highway authority and
           which is maintainable at the public expense and no means of access to
           the Properties are shared with another person or subject to rights of
           determination by another person.

6.6        The Properties are not subject to rights of common.

6.7        The Properties enjoy the main services of water, drainage,
           electricity and gas.


                                       75
<PAGE>   77

7          INSURANCE

7.1        The Properties are not insured in their full reinstatement values,
           for not less than two years' loss of rent and against third-party and
           public liabilities to an adequate extent.

7.2        Premiums payable on insurance policies with respect to the Properties
           have been duly paid and there is nothing which would vitiate or
           permit the insurers to avoid the policies.

7.3        The information in the Disclosure Letter with respect to insurance
           policies is complete and accurate.

8          LEASEHOLD PROPERTIES

8.1        The Company and/or Loryt has paid the rent and observed and performed
           the covenants on the part of the tenant and the conditions contained
           in the lease under which the Properties are held, and the last demand
           for rent (or receipt, if issued) was unqualified, and the lease is in
           full force, except as disclosed in the Disclosure Letter.

8.2        The licences, consents and approvals required from the landlords and
           any superior landlords under the leases of the Properties have been
           obtained, and the covenants on the part of the tenant contained in
           the licences, consents and approvals have been duly performed, except
           as disclosed in the Disclosure Letter.

8.3        There are lease renewals and rent reviews in progress under the
           leases of the Properties held by the Company or Loryt, in particular
           under the office lease at 7 Cheval Place, Knightsbridge.

8.4        No obligation necessary to comply with a notice given by or other
           requirement of the landlord under a lease of the Properties is
           outstanding and unperformed.

8.5        There are no obligations for repair are on an internal repairing
           basis, with the exception of the office lease at 7 Cheval Place,
           Knightsbridge, and there is no obligation to reinstate any of the
           Properties by removing or dismantling an alteration made to it by the
           Company, Loryt or a predecessor in title.


                                       76
<PAGE>   78

8.6        The Company or Loryt has not entered into an guarantee agreement in
           respect of the properties.

8.7        There are no proceedings against the Company and/or Loryt, or brought
           by it nor is the Company or Loryt aware of any identifiable
           circumstances in which proceedings against it by its landlord or by
           its tenants or by it against its landlord or its tenants may be
           brought or threatened, except as disclosed in the Disclosure Letter.

8.8        There are no employees of the Company and/or Loryt who are required
           to work full time or substantially full time at the Properties.

8.9        There are no rent deposits or other monies lodged with the landlords
           or their agents in respect of any of the Properties, except as per
           the schedule in the Completion Accounts.

9          TENANCIES

9.1        The Properties are held subject to and with the benefit of the
           tenancies (which expression in this paragraph 9 includes
           subtenancies) as set out in the Disclosure Letter (or provided
           through copies of leases) and there are no others.

9.2        With respect to each of the leases or the tenancies, there have been
           disclosed in the Disclosure Letter particulars of:

9.2.1      the rent and rent reviews and, with respect to rent reviews, the date
           for giving notice of exercise of the reviews and the operative review
           date;

9.2.2      the term and rights to break or renew the term;

9.2.3      the obligations of the landlord and tenant in respect of outgoings,
           repairs, insurance services and service charge;

9.2.4      options or rights of pre-emption;

9.2.5      the user required or permitted under the terms of the tenancies;

9.2.6      entitlements of tenants of the Property to compensation on quitting
           the premises let to them in respect of disturbance and improvements
           or otherwise;


                                       77
<PAGE>   79

9.2.7      any unusual provisions; and 

9.2.8      short particulars of subtenancies derived out of the tenancies.

9.3        The Warrantors are not aware of material or persistent breaches of
           covenant by a tenant of the Properties, including the covenants to
           pay rent, except as disclosed in the Disclosure Letter. 

9.4        The Warrantors are not aware of damage caused to the Properties or
           the Fixtures and Fittings.

9.5        The Warrantors are not aware of any disputes generally with a
           landlord of the Properties in respect of the terms of their tenancy
           or of any notices served or received or where litigation has been
           commenced by either party or is anticipated.

The Warrantors are not holding for its or its agents or jointly any monies
including rent deposits as security for performance by the customers of any of
their obligations under the leases or tenancies, except as disclosed in the
Disclosure Letter.


                                       78
<PAGE>   80






Executed for and on behalf of:              )
CRYSTALSEA LIMITED by:                      )
                                            )


                                            Director


                                            Secretary



Executed for and on behalf of               )
SUNNYGATE LIMITED by:                       )
                                            )



                                            Director


                                            Secretary


Signed by JAMES KOE                         )
                                            )





Signed by SAMANTHA LUFF                     )
                                            )



:
Executed for and on behalf of               )
BRIDGESTREET                                )
ACCOMMODATIONS, INC.                        )


                                            President





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