GLOBAL SOURCES LTD
8-K, EX-2.1, 2000-08-07
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                              DATED: JULY 21, 2000

                            SCOTT CHAMBERS AND OTHERS

                                      -and-

                             ANDREW MAGGS AND OTHERS

                                      -and-

                             GLOBAL SOURCES LIMITED

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

                                    AGREEMENT

                            for the sale and purchase
                           of the entire issued share
                      capital of Philips & Chambers Limited

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






                              EYTON MORRIS WINFIELD
                                  SECKLOE HOUSE
                              101 NORTH 13TH STREET
                                  MILTON KEYNES
                                     MK9 3NU


<PAGE>



THIS AGREEMENT is made the July 21, 2000

BETWEEN

(1)      THOSE PERSONS whose names and addresses are set out in Column 1 of Part
         1 of Schedule 1 ("the A Shareholders").

(2)      THOSE PERSONS whose names and addresses are set out in Column 1 of Part
         2 of Schedule 1 ("the B Shareholders").

(3)      GLOBAL SOURCES LIMITED a Delaware  corporation  whose main office is at
         342  Madison  Avenue,  Suite  948,  New  York,  New  York  10173  ("the
         Purchaser")

1.       INTERPRETATION

1.1      In this  Agreement,  including the  Schedules  the following  words and
         expressions have the following  meanings,  unless they are inconsistent
         with the context:

         `A' SHAREHOLDERS  ACCOUNTANTS" means Horwarth Clark Whitehill of Kennet
         House, 80 Kings Road, Reading, Berkshire

         "AGREED FORM" means the form agreed  between the `A'  Shareholders  and
         the  Purchaser  on or prior to the date of this  Agreement  and  either
         annexed  to  this   Agreement   or   initialled   for  the  purpose  of
         identification by their respective solicitors

         "ARTICLES"  means the new articles of association of the company in the
         Agreed Form to be adopted pursuant to the Resolution

         "A SHARES"  means 10,625 "A"  ordinary  shares  of(pound)1  each in the
         capital of the Company

         "B SHARES"  means  2,500 "B"  ordinary  shares  of(pound)1  each in the
         capital of the Company

                                       1
<PAGE>

         "BUSINESS DAY" means a day (other than a Saturday or a Sunday) on which
         dealings in sterling deposits by and between banks may be carried on in
         the London Interbank Market and on which banks are open for business in
         London

         "CA" means Companies Act 1985 as amended by Companies Act 1989

         "CAA" means Capital Allowances Act 1990

         "CLAIM" means a Warranty Claim and/or a Tax Deed Claim

         "COMPANIES  ACTS" means CA and the former  Companies  Acts  (within the
         meaning of CA s 735(1))

         "COMPANY" means Phillips & Chambers Limited registered number 2658545

         "COMPLETION"  means  completion  of  the  purchase  of  the  Shares  in
         accordance with clause 6

         "COMPUTER   SYSTEMS"   means  the   Hardware,   the  Software  and  the
         Telecommunications Equipment

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

         (i)      the Intellectual Property and any other property of any of the
                  Group Companies in the nature of intellectual property;

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

         (iii)    the  marketing  of  goods  or  services   including,   without
                  limitation,  customer, client and supplier lists, price lists,
                  sales  targets,  sales  statistics,  market share  statistics,
                  market  research  reports and surveys and advertising or other
                  promotional materials and details of

                                       2
<PAGE>

         contractual  arrangements and any other matters  concerning the clients
         or customers of or other persons having  dealings with any of the Group
         Companies

         "CONSIDERATION  STOCK"  means the  common  stock par value $ 0.0001 per
         share,  credited as fully paid,  in the capital of the  Purchaser to be
         allotted to the Vendors accordance with clause 3.1

         "DISCLOSURE LETTER" means the letter and its annexures of the same date
         as  this  Agreement  from  the  "A"   Shareholders   to  the  Purchaser
         identifying  itself  as  the  Disclosure  Letter  referred  to in  this
         Agreement and disclosing various matters relating to the Warranties

         "ENCUMBRANCE"  means any mortgage,  charge (whether fixed or floating),
         pledge, lien, option,  restriction,  equity, right to acquire, right of
         pre-emption,  right  of  retention  of  title,  third  party  right  or
         interest,  other  encumbrance or any other form of security interest or
         any obligation (including any conditional  obligation) to create any of
         the same

         "ENVIRONMENTAL  LEGISLATION"  means  common  law  or  any  existing  or
         proposed United Kingdom or European  Community  Legislation,  including
         directives,  regulations,  codes of practice  and  guidance  notes made
         thereunder, relating to environmental and health and safety matters

         "FA" means Finance Act

         "FRS" means a Financial  Reporting  Standard  issued by the  Accounting
         Standards Board Limited  Institute of Chartered  Accountants in England
         and Wales and in force as at the date of this Agreement

         "GROUP  COMPANIES"  means the Company and its Subsidiaries for the time
         being and "GROUP" shall be construed accordingly

                                       3
<PAGE>

         "HARDWARE"  means the  computer  hardware and  peripherals  used by the
         Group Companies in the ordinary course of their business

         "ICTA" means Income and Corporation Taxes Act 1988

         "INITIAL CONSIDERATION" means the sum of $3,000,000

         "INITIAL CONSIDERATION ISSUE PRICE" means $2.20 per Consideration Stock

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

         "INTELLECTUAL PROPERTY RIGHTS" means all Intellectual Property used, or
         required to be used, by any of the Group Companies in, or in connection
         with, its business

         "IHTA" means Inheritance Tax Act 1984

         "LAST  ACCOUNTS DATE" means 31st December 1999 (being the date to which
         the Principal Accounts have been prepared)

         "MANAGEMENT  ACCOUNTS" means the unaudited  profit and loss accounts of
         the  Group  Companies  for the  period  ended on 30th June 2000 and the
         unaudited balance sheets of the Group Companies as at 30th June 2000 in
         the Agreed Form

         "NASDAQ OTC  BULLETIN  BOARD"  means the NASD  sponsored  and  operated
         inter-dealer  automated quotation system for securities not included in
         the NASDAQ system

                                       4
<PAGE>

         "PENSION  SCHEMES"  means the Scottish  Widows Group PPP Scheme and the
         McMillan Directors Retirement and Death Benefit Scheme

         ["PLANNING  ACTS" means Town and Country  Planning  Act 1990,  Planning
         (Listed Buildings and Conservation Areas) Act 1990, Planning (Hazardous
         Substances)  Act 1990,  Planning  (Consequential  Provisions) Act 1990,
         Planning and Compensation Act 1991]

         "PREFERENCE SHARES" shall have the meaning given to it by the Articles

         "PRINCIPAL  ACCOUNTS"  means the audited  balance  sheet as at the Last
         Accounts Date and audited profit and loss account for the year ended on
         the Last Accounts Date of each Group Company, and the directors' report
         and notes

         "PROPERTIES"  means the  leasehold  properties  of the Group  Companies
         shortly described in Schedule 5

         "PURCHASER'S  ACCOUNTANTS"  means  such  firm  of  accountants  as  the
         Purchaser may appoint from time to time

         "PURCHASE PRICE ADJUSTMENT  CONSIDERATION" shall have the meaning given
         to it by Schedule 7

         "PURCHASER'S  SOLICITORS"  means emwlaw,  Seckloe House, 101 North 13th
         Street, Central Milton Keynes, MK9 3NU

         "PURCHASER  WARRANTIES" means the warranties of the Purchaser contained
         in clause 7 and Part 2 of Schedule 3

         "RELEVANT  EMPLOYEE" means any past or present employee of the Group or
         of any predecessor to all or part of its business

                                       5
<PAGE>

         "RESOLUTION"  means the written  resolution in the Agreed Terms whereby
         the Company  resolves,  inter alia, to adopt the Articles,  to increase
         the  authorised  share  capital of the  Company  and to  authorise  the
         directors to allot Preference Shares

         "RESTRICTIVE COVENANT DEEDS" means the deeds in the Agreed Form between
         each  of the "A"  Shareholders  and the  Purchaser  containing  certain
         restrictive covenants to be entered into at Completion

         "SEC" the United States Securities and Exchange Commission

         "SERVICE  AGREEMENTS" means the service  agreements between each of the
         `A' Shareholders and the Company in the Agreed Form

         "SHARES"  means the "A" Shares and "B" Shares  comprising  the whole of
         the issued and allotted share capital of the Company

         "SOFTWARE" means the computer software used in the course of any of the
         Group Companies' business,  the rights to which either vest legally and
         beneficially  in a Group  Company  or are owned by any third  party and
         licensed to a Group Company

         "SSAP"  means a Statement  of Standard  Accounting  Practice  issued by
         Accounting Standards Board Limited and in force as at the date hereof

         "SUBSIDIARY"  means The McMillan  Partnership  Limited  (Company Number
         2659327)

         "TAXATION" has the meaning ascribed to that term in the Tax Deed

         "TAX AUTHORITY" has the meaning ascribed to that term in the Tax Deed

         "TAX DEED" means a deed in the form set out in Schedule 4

         "TAX DEED CLAIM" means any claim by the Purchaser under the Tax Deed

                                       6
<PAGE>

         "TCGA" means Taxation of Chargeable Gains Act 1992

         "TELECOMMUNICATIONS  EQUIPMENT" means the telecommunications  equipment
         (including  all  equipment  used as part of any of the Group  Companies
         computer networks) used by any of the Group Companies

         "TMA" means Taxes Management Act 1970

         "VATA" means Value Added Tax Act 1994

         "VENDORS" means the "A" Shareholders and/or the "B" Shareholders

         "VENDORS  SOLICITORS"  means Field Seymour  Parkes of The Old Coroner's
         Court, No.1 London Street, PO Box 174, Reading, Berkshire RG1 4AW

         "WARRANTIES" means the warranties of the "A" Shareholders  contained in
         clause 7 and Part 1 of Schedule 3

         "WARRANTY  CLAIM" means any claim made by the  Purchaser  for breach of
         any of the Warranties

1.2      In this Agreement, unless the context otherwise requires:-

         (a)      all words in the  singular  include  the plural and vice versa
                  and words in one gender include any other gender;
         (b)      a reference to:-
         (i)      a "person"  includes any individual,  firm,  body,  corporate,
                  association  or  partnership,  government or state (whether or
                  not having a separate legal personality);
         (ii)     clauses and  schedules  are to clauses and  schedules  of this
                  Agreement and  references to  sub-clauses  and  paragraphs are
                  references  to  sub-clauses  and  paragraphs  of the clause or
                  schedule in which they appear;

                                       7
<PAGE>

         (iii)    any  provision  of  this  Agreement  is to that  provision  as
                  amended in accordance with the terms of this Agreement;

         (iv)     "indemnity"   and   "indemnifying"   any  person  against  any
                  circumstances  includes  indemnifying and keeping him harmless
                  from all  actions,  claims and  proceedings  from time to time
                  made  against  him and all loss or  damage  and all  payments,
                  costs or expenses (including any liability to Taxation arising
                  from receipt of any sums in  connection  with such  indemnity)
                  made or incurred by that person as a  consequence  of or which
                  would not have arisen but for that circumstance; and

         (c)      general words shall not be given a restrictive meaning:-

         (i)      if they are  introduced  by the word  "other" by reason of the
                  fact that they are  preceded by words  indicating a particular
                  class of act, matter or thing; or

         (ii)     by reason of the fact that  they are  followed  by  particular
                  examples intended to be embraced by those general words;

         (d)      `subsidiary'  and  `holding  company'  shall have the meanings
                  ascribed thereto in sections 736 and 736a CA and shall include
                  respectively  any  `subsidiary   undertaking'  as  defined  in
                  section 258, 259 and 260 CA.

2.       AGREEMENT FOR SALE

2.1      Subject  to the terms and  conditions  of this  Agreement,  each of the
         Vendors shall sell the number of Shares set opposite his name in column
         2 of Part I of  Schedule 1 and in column 2 of Part 2 of Schedule 1 with
         full title  guarantee and the Purchaser  (relying on the Warranties and
         the Tax Deed)  shall  purchase  the Shares  free from all  Encumbrances
         whatsoever and with all rights  attaching to them, with effect from the
         date of this Agreement.

2.2      Each of the Vendors hereby waives any pre-emption rights he may have in
         relation to any of the Shares under the articles of  association of the
         Company or otherwise.

                                       8
<PAGE>

2.3      Neither the Vendors nor the Purchaser  shall be obliged to complete the
         sale and purchase of any of the Shares  unless the sale and purchase of
         all the Shares is completed simultaneously.

3.       PURCHASE CONSIDERATION

3.1      The  purchase  consideration  for the sale of the  Shares  shall be the
         aggregate of:

3.1.1    the Initial  Consideration  to be  satisfied  by the  allotment  to the
         Vendors at Completion of such number of Consideration  Stock (excluding
         fractions) as shall at the Initial  Consideration  Issue Price have the
         value nearest to but not less than the Initial Consideration; and

3.1.2    the Purchase Price Adjustment Consideration (as defined in Schedule 7)

3.2      The Vendors shall be entitled to the Initial Consideration as nearly as
         may be in proportion to their holdings of the Shares.

3.3      The "A" Shareholders shall be entitled to the Purchase Price Adjustment
         Consideration  as nearly as may be in proportion  to their  holdings of
         the "A" shares.

3.4      Consideration  Stock  shall be issued on terms that they will rank pari
         passu in all  respects  with  remainder  of the common  stock par value
         $0.0001  in the  capital  of the  Purchaser  in  issue  at the  date of
         allotment except as set out at clause 3.5.

3.5      Consideration  Stock  shall  first rank for  dividend in respect of the
         accounting  period in which they are allotted after the record date for
         any dividend distribution) but shall not rank for dividends declared or
         paid with respect to any prior accounting period

3.6      The `A' Shareholders  shall only sell  Consideration  Stock through the
         Purchaser's from time to time preferred market maker.

3.7      Notwithstanding  any other provision of this Agreement the total amount
         of  Purchase  Price  Adjustment   Consideration   payable  to  the  "A"
         Shareholders shall not exceed $5,000,000.

                                       9
<PAGE>

4.       RESTRICTION ON SALE OF COMMON STOCK

4.1      The  Purchaser  acknowledges  that the Vendors may wish to sell some of
         their Consideration Stock at the earliest time permitted. The Purchaser
         therefore undertakes to use its best endeavours to file with SEC:-

4.1.1    a  registration  statement in Form S-4 or in such other  available form
         which  may  be  mutually  acceptable  to  the  parties   ("Registration
         Statement") as soon as reasonably  practicable  after Completion and in
         any case  prior to 30th  September  2000  registering  under the United
         States  Securities Act of 1933  ("Securities  Act"),  for the offer and
         sale in the future of up to all of the  Consideration  Stock  issued by
         the Purchaser to satisfy the Initial Consideration;

4.1.2    a Registration  Statement as soon as reasonably  practicable  after the
         relevant date for payment of any part of the Purchase Price  Adjustment
         Consideration  and in any case  prior to the  expiry  of the  financial
         quarter next following the Financial quarter in which the relevant date
         for payment falls  registering  under the  Securities Act for the offer
         and sale in the future of up to all of the  Consideration  Stock issued
         by  the   Purchaser   to  satisfy   the   Purchase   Price   Adjustment
         Consideration;

4.1.3    notification  of the  acquisition  of the Group on Form 8-K  within the
         period prescribed by the Act;

4.1.4    financial statements for the Purchaser for the period to 30th June 2000
         including  the  Group's  audited  financial  statements  for the period
         ending on the Last  Accounts Date and the Group's  unaudited  financial
         statements  for the quarters  ending 31st March 2000 and 30th June 2000
         prior to 30th September 2000

4.2      The Purchaser agrees:-

4.2.1    to use its commercially reasonable endeavours to cause the Registration
         Statement to be declared effective by the SEC within a time frame which
         is as soon as practicable in the circumstances;

4.2.2    provide such number of copies of the Registration  Statement to the `A'
         Shareholders as they may reasonably  request in order to facilitate the
         public sale or other disperstion of the Consideration  Stock covered by
         such Registration Statement;

5.       BLANK

                                       10
<PAGE>

6.       COMPLETION

6.1      Completion  shall take place at the offices of the Vendors'  Solicitors
         immediately  following  exchange  of this  Agreement  when,  subject to
         clause 6.5, all the transactions mentioned in the following sub-clauses
         shall take place.

6.2      At Completion  the Vendors shall deliver or procure the delivery to the
         Purchaser of:

6.2.1    duly completed and signed transfers in favour of the Purchaser or as it
         may direct in respect of the Shares  together  with the relevant  share
         certificates;

6.2.2    duly completed and signed transfers in favour of the Purchaser or as it
         may direct of all shares in the capital of the Subsidiary which are not
         registered  in the name of a Group  Company  together  with  the  share
         certificate in respect of all the issued shares in the Subsidiary ;

6.2.3    such consents or documents (if any) as may be required to give evidence
         of the title of each of the  Vendors to his Shares and his  capacity to
         sell or transfer such Shares;

6.2.4    the Tax Deed,  Service  Agreements and the  Restrictive  Covenant Deeds
         duly executed by the `A' Shareholders;

6.2.5    the  resignations  of James Lawson and Shawn O'Rourke and the secretary
         from their  respective  offices in each Group  Company,  with a written
         acknowledgement  in the form of a Deed from James  Lawson in the Agreed
         Form that he has no claim  against  any Group  Company  in  respect  of
         breach of  contract,  compensation  for loss of office,  redundancy  or
         unfair  dismissal or on any other grounds  whatsoever,  except only for
         accrued remuneration and reimbursable  business expenses (if any) up to
         Completion;

6.2.6    the  resignation  of  the  Company's  Auditors  (to  take  effect  from
         Completion) confirming that they have no outstanding claims of any kind
         against any Group Company and containing a statement  under CA s 394(1)
         to the effect that there are no  circumstances  which should be brought
         to the attention of the members or creditors of any Group Company;

6.2.7    the  statutory  books  of  each  Group  Company  complete  and  written
         up-to-date and their  certificates of incorporation and common seal (if
         any);

6.2.8    all  documents  of  title  to the  Properties  and  to  any  registered
         Intellectual Property Rights of the Company;

                                       11
<PAGE>

6.2.9    the appropriate forms to amend the mandates given by each Group Company
         to its bankers;

6.2.10   written  confirmation  from the  Vendors  that there are no  subsisting
         guarantees  given by any Group  Company in their  favour and that after
         compliance  with clause  6.4.4 none of the Vendors  will be indebted to
         any Group Company or vice versa;

6.2.11   bank statements  showing the financial  situation of each Group Company
         with their  bankers at close of business  on the day before  Completion
         (or at the  latest  possible  date  before  Completion  accompanied  by
         reconciliation  statements  made up to  close  of  business  on the day
         before Completion) with written  confirmation from the `A' Shareholders
         that no  transactions  will have been  entered into the effect of which
         would be to cause  such  financial  situations  to  differ  from  those
         apparent from such statements;

6.2.12   an  irrevocable  power of  attorney in such form as the  Purchaser  may
         reasonably  require  executed  by each  registered  holder of Shares in
         favour of the  Purchaser  appointing  the  Purchaser  to be his  lawful
         attorney  for the purpose of  receiving  notices of and  attending  and
         voting at all meetings of the members of the relevant  Group Company in
         respect of the Shares to be transferred  by such holder  hereunder from
         the date of Completion to the day on which the Purchaser or its nominee
         is entered in the register of members of the relevant  Group Company as
         the holder of such Shares

6.2.13   Certified copies of:-

         (a)      the Principal  Accounts  signed by the directors of each Group
                  Company;

         (b)      the  minutes of a General  Meeting  of each  Group  Company to
                  which the Principal Accounts were presented.

6.3      The Vendors shall procure that board meetings and shareholder  meetings
         of each Group Company shall be held at which:

6.3.1    such  persons  as  the  Purchaser  may  nominate   shall  be  appointed
         additional  directors of each Group Company and emw Secretarial Limited
         shall be appointed Secretary of each Group Company;

6.3.2    the transfers referred to in clause 6.2.1 or 6.2.2 (as the case may be)
         shall be approved (subject to stamping);

6.3.3    the  resignations  referred  to in  clauses  6.2.5 and  6.2.6  shall be
         submitted and

                                       12
<PAGE>

         accepted;

6.3.4    such other  business as is set out in the board  minutes (in the Agreed
         Form) shall be conducted.

6.3.5    the Resolution shall be passed

6.4      Upon completion of the matters referred to in clause 6.2-6.3  inclusive
         the Purchaser shall:

6.4.1    as soon as  reasonably  practicable  and in any event within 8 business
         days of Completion procure the allotment and issue of the Consideration
         Stock to be allotted and issued pursuant to clause 3.1.1;

6.4.2    deliver to the Vendors' Solicitors counterparts of the Tax Deed and the
         Restrictive Covenant Deeds duly executed by the Purchaser.

6.4.3    deliver to the Vendors' Solicitors the Service Agreements duly executed
         by the Company;

6.4.4    procure that the Company shall  forthwith  upon release of the personal
         guarantees  pursuant  to  clause  9.1.1 and upon  subscription  for the
         Preference  Shares  pursuant  to  clause  9.1.2  repay to each of Scott
         Chambers  and  Angela  Phillips  the  sum  of  (pound)10,000  by way of
         repayment of their respective directors loan accounts.

6.5      The Purchaser  may in its absolute  discretion  waive any  requirements
         contained  in clauses 6.2 and 6.3, and 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, but may instead:

6.5.1    rescind  this  Agreement  without  prejudice to any other remedy it may
         have and without incurring liability to the `A' Shareholders; or

6.5.2    defer  Completion to a date not more than 28 days after the date set by
         clause 6.1; or

6.5.3    proceed to Completion so far as  practicable  but without  prejudice to
         its rights under this Agreement.

                                       13
<PAGE>

7.       WARRANTIES

7.1      The `A'  Shareholders  jointly and  severally  warrant to the Purchaser
         that save as fully and fairly  set out in the  Disclosure  Letter,  the
         Warranties  are true and  accurate in all  respects at the date of this
         Agreement  and  acknowledge  that the  Purchaser is entering  into this
         Agreement in reliance upon the Warranties.

7.2      Where any Warranty or other  statement  contained in this  Agreement is
         qualified  by a  reference  (howsoever  expressed)  to  the  awareness,
         knowledge, information or belief of the person by whom such Warranty or
         statement is given or made,  such person shall be deemed  (except where
         otherwise  expressly  provided  to the  contrary)  to have given to the
         Purchaser an  additional  warranty  that, or to the effect that, he has
         made  all  reasonable   enquiries   regarding,   and  where  reasonably
         practicable  verified,  all facts and  circumstances  relevant  to such
         Warranty or other statement.

7.3      Each of the Warranties is separate,  independent and without  prejudice
         to any other Warranty and, except where expressly stated otherwise,  no
         clause  contained in this Agreement shall govern or limit the extent or
         application of any other clause.

7.4      The rights and  remedies of the  Purchaser  in respect of any breach of
         any of the  Warranties  shall not be  affected  by  Completion,  by any
         investigation made by it or on its behalf into the affairs of any Group
         Company,  by its rescinding,  or failing to rescind this Agreement,  or
         failing to exercise or delaying  the exercise of any right or remedy or
         by any other  event or matter  whatsoever,  except a specific  and duly
         authorised written waiver or release, and no single or partial exercise
         of any right or remedy shall preclude any further or other exercise.

7.5      None of the information  supplied by any Group Company or its employees
         or professional  advisers prior to the date of this Agreement to any of
         the  `A'   Shareholders  or  their  advisers  in  connection  with  the
         Warranties,  the Tax Deed or the contents of the Disclosure  Letter, or
         otherwise in relation to the business or affairs of any Group  Company,
         shall be deemed a representation, warranty or guarantee of its accuracy
         by the Group Company to the `A' Shareholders,  and the `A' Shareholders

                                       14
<PAGE>

         hereby  waive any claims  against  the Group  Company  which they might
         otherwise have in respect of it.

7.6      Notwithstanding any rule of law or equity to the contrary, any release,
         waiver or compromise or any other  arrangement  of any kind  whatsoever
         which the  Purchaser  may agree to or effect in  relation to one of the
         `A'  Shareholders in connection with this Agreement,  and in particular
         the  Warranties,  shall not  affect  the  rights  and  remedies  of the
         Purchaser as regards any other of the `A' Shareholders.

7.7      If there  is any  breach  or  non-fulfilment  of any of the  Warranties
         resulting in:

         (i)      the value of any of the  assets of any of the Group  Companies
                  being  or  becoming  less  than it  would  have  been  had the
                  relevant circumstances been as so warranted; or

         (ii)     any of the Group  Companies  having  incurred or incurring any
                  liability or an increase in any  liability  which it would not
                  have  incurred  had  the  relevant  circumstances  been  as so
                  warranted;

         then the `A'  Shareholders  agree to pay to the Purchaser on demand (at
         the option of the Purchaser) an amount equal to either:

         (i)      the  reduction  in value of the assets of (as the case may be)
                  the liability or increased  liability  thereby incurred by the
                  Group Company or Group companies; or

         (ii)     an amount  equal to the  reduction  caused in the value of the
                  Shares.

7.8      The  Purchaser  warrants  to each of the  Vendors  that  the  Purchaser
         Warranties  are true and  accurate in all  respects at the date of this
         Agreement  and  acknowledges  that the Vendors are  entering  into this
         agreement in reliance upon the Purchaser Warranties.

                                       15
<PAGE>

8.       `A' SHAREHOLDERS' PROTECTION

8.1      The `A'  Shareholders  and the Purchaser  agree that the  provisions of
         Schedule 6 shall apply to limit the  liability of the `A'  Shareholders
         for any Claim.


9.       POST COMPLETION UNDERTAKINGS

9.1      The Purchaser shall:-

9.1.1    as soon as reasonably  practicable  and in any event within  1months of
         Completion  procure  the release of each of Angela  Phillips  and Scott
         Chambers  from the personal  guarantees  given by them  relating to the
         indebtedness  owed by the  Subsidiary  to Barclays Bank plc and pending
         such release shall  indemnify  Angela  Phillips and Scott Chambers from
         any claim made by Barclays Bank plc under such guarantees;

9.1.2    as soon as reasonably  practicable but in any event within one calendar
         month from Completion subscribe for (pound)104,000 Preference Shares at
         par;

9.1.3    as soon as  reasonably  practicable  but in any event within two months
         from Completion) subscribe for (pound)84,000 Preference Shares at par;

9.1.4    as and when required subscribe for such additional Preference shares at
         par as shall be  sufficient  to fund the payment by the  Subsidiary  of
         payments of principal  and interest to Barclays  Bank plc in respect of
         the Subsidiary's overdraft and small business loan.

9.2      The `A' Shareholders  shall procure that the Vendor's  Solicitors at no
         additional   cost  to  the  Group  carry  out  as  soon  as  reasonably
         practicable  but in any event within two calendar  months of Completion
         the following in connection with the pre-completion  restructure of the
         Group:-

9.2.1    completion of stamping formalities;

9.2.2    the writing up of the statutory books of each Group Company; and

9.2.3    the filing of all necessary forms with Companies House.

                                       16
<PAGE>

10.      PURCHASE PRICE ADJUSTMENT RING FENCE PROVISIONS

10.1     During the interval  between the signing of this  agreement and 30 June
         2003 the `A'  Shareholders  and the  Purchaser  shall,  unless with the
         consent of the `A' Shareholders or the Purchaser (as the case may be):

10.1.1   subject to any  management  policies and reporting  procedures  adopted
         from time to time by the Purchaser,  carry on the business of the Group
         (the  "Business")  in the normal  course of that Business and allow the
         `A' Shareholders to have day to day operation management and control of
         that Business;

10.1.2   use the same accountancy policies, practices,  principles and treatment
         in the  Business  as are  consistent  with  those  of the  Group  as at
         Completion (subject to any changes required by law);

10.1.3   procure  that the Group  insures and keeps  insured  with an  insurance
         office of repute;

10.1.3.1 its assets  against  loss or damage and against such other risks and in
         such manner and to such  extent as shall be prudent  and in  accordance
         with good commercial  practice having regard to the character and value
         of the assets;

10.1.3.2 maintain keyman insurance in respect of the `A' Shareholders;

10.1.4   not in respect of the Business:-

10.1.4.1 except in the ordinary  course of business  enter into,  amend renew or
         terminate  any  commitment  or any  material  or long term  contract or
         onerous obligation in excess of (pound)40,000;

10.1.4.2 enter into any  agreement,  trade or otherwise act in a manner which is
         not on bona fide arm's length terms;

10.1.4.3 enter into any partnership or (otherwise than joint marketing  ventures
         in the ordinary course of business) joint venture or acquire or dispose
         of any business, undertakings or securities;

10.1.4.4 dispose of any assets  other than cars or stock which is disposed of in
         the ordinary and proper course of the Business;

10.1.4.5 engage any consultant or employee  unless such engagement is terminable
         on less than  thirteen  weeks'  notice and will not involve  payment of
         remuneration in excess of (pound)60,000 per annum per employee;

10.1.4.6 raise the  salaries  (by more than 5 per cent per  annum) of any of, or
         otherwise vary the terms of employment in any material  respect of, any
         of its employees;

                                       17
<PAGE>

10.1.4.7 waive  any  rights  against,   or  terminate  (other  than  for  breach
         warranting  summary dismissal) the employment of, any of its senior/key
         employees  (being  those  earning  in  excess  of  a  basic  salary  of
         (pound)40,000 per annum), other than the `A' Shareholders;

10.1.4.8 issue or commit  to issue any  securities  or any  debentures  or other
         instrument whether or not convertible into such securities;

10.1.4.9 grant any option, right to acquire,  mortgage,  charge, pledge, lien or
         other form of security or  Encumbrance  or enter into any  agreement or
         commitment  to give or create  any of the  foregoing  other than in the
         ordinary course of the Business;

10.1.4.10 sell or otherwise dispose of a Group Company

10.1.4.11allow the Group to set up or acquire  any  subsidiary  or  purchase  or
         acquire any shares or  securities  in any other company or any business
         or undertaking (or part thereof) of any company or person(s);

10.1.4.12petition for the  liquidation  of a Group  Company or permit or procure
         the passing of a resolution to wind up a Group Company voluntarily;

10.1.4.13directly  or  indirectly  request  or  procure  the  appointment  of  a
         receiver or an  administrator  over the whole or any part of the assets
         or undertaking of a Group Company;

10.1.4.14otherwise  than in the ordinary  course of the Business allow any Group
         Company to guarantee or enter into any agreement of surety or indemnity
         for any  obligation  of the Purchaser or the `A'  Shareholders  (as the
         case may be) nor  charge or  otherwise  encumber  the assets of a Group
         Company or any part  thereof as security  for any such  obligations  as
         aforesaid;

10.1.5   The  Purchaser  shall not,  in relation  to a Group  Company,  take any
         action with the express  intention  of  restricting  the ability of the
         Group to earn such level of profits and turnover  which the Group might
         reasonably  have  expected  to have  earned in the normal and  ordinary
         course of business as hitherto carried on.

10.2     The  Purchaser or the `A'  Shareholders  (as the case may be) shall not
         unreasonably withhold or delay consent in relation to Clause10.1.

10.3     During the interval  between the signing of this  agreement and 30 June
         2003 the `A' Shareholders shall in respect of the Company:

                                       18
<PAGE>

10.3.1   send  copies of audited  Accounts  to the  Purchaser  within 30 days of
         their being produced and adopted by the relevant board of directors;

10.3.2   answer fully and fairly all reasonable requests for information made by
         the Purchaser concerning the affairs of the Business; and

10.3.3   procure that the  Purchaser  and all persons  reasonably  authorised by
         them shall be given reasonable  access to the premises and employees of
         the Business and all the books and records of the Business.

11.      GENERAL

11.1     No  announcement of any kind shall be made by the Parties in respect of
         the subject matter of this Agreement unless specifically agreed between
         the parties prior to the announcement  being made or an announcement is
         required  pursuant to legislation or the requirements of any recognised
         investment exchange,  and then only if the proposed wording of any such
         announcement  has been approved by the Purchaser  (such approval not to
         be unreasonably withheld or delayed).

11.2     If this Agreement  ceases to have effect the Purchaser will release and
         return to each Group  Company all  documents  concerning it provided to
         the Purchaser or its advisers in connection  with this  Agreement,  and
         will not use or make  available  to any other  person  any  information
         which it or its  advisers  have  been  given in  respect  of any  Group
         Company and which is not in the public domain.

11.3     This  Agreement  shall be  binding  upon each  party's  successors  and
         assigns and personal  representatives  (as the case may be) but, except
         as expressly  provided  below,  none of the rights of the parties under
         this Agreement or the Warranties may be assigned or transferred.

11.4     Subject to clause 11.5,  all  expenses  incurred by or on behalf of the
         parties,  including all fees of solicitors and accountants  employed by
         any  of  them  in  connection  with  the  negotiation,  preparation  or
         execution of this  Agreement  and the Tax Deed shall be borne solely by
         the party who incurred the  liability  and no Group  Company shall have
         any liability in respect of them.

                                       19
<PAGE>

11.5          The Purchaser  shall as soon as reasonably  practicable and in any
              event  within 8 business  days of  Completion  pay to the Vendors'
              Solicitors against  production of invoices by electronic  transfer
              of Funds to the nominated  account of the Vendors'  Solicitors the
              legal and/or  accountancy  costs of the Vendors  provided that the
              liability of the Purchaser under this clause 11.5 shall not exceed
              (pound)20,000 (inclusive of VAT)

11.6          Time shall be of the  essence of this  Agreement,  both as regards
              the dates and periods  specifically  mentioned and as to any dates
              and periods which may by agreement in writing between or on behalf
              of the `A' Shareholders and the Purchaser be substituted for them.

11.7           The  `A'   Shareholders   shall   procure  the  passing  of  such
               resolutions,  execute such documents and waivers and generally do
               everything   reasonably   further   required  by  the   Purchaser
               effectively to comply with their obligations under this Agreement
               and to vest the beneficial  and legal  ownership of the Shares in
               the Purchaser (or its nominees).

11.8           This Agreement, the Tax Deed and any documents in the Agreed Form
               and the Disclosure Letter, comprises the entire agreement between
               the parties in  relation  to the  matters  referred to herein and
               supersedes  any  previous  agreement or  arrangement  between the
               parties  hereto  or any of them in  relation  to the  sale of the
               Shares (or any of them) or any  interest  in the  Company and the
               parties  acknowledge  that no claim shall arise in respect of any
               agreement or arrangement so superseded.

11.9           No delay or omission on the part of the  Purchaser in  exercising
               any right,  power or privilege  hereunder shall operate to impair
               such  right,  power  or  privilege  or be  construed  as a waiver
               thereof and no single or partial  exercise or non-exercise of any
               right, power or privilege shall in any circumstances preclude any
               further or other  exercise  thereof or the  exercise of any other
               right, power or privilege.

11.10          Save as otherwise  specifically provided herein, any variation of
               this  Agreement  shall be  binding  only if it is  recorded  in a
               document signed by or on behalf of all the parties hereto.

                                       20
<PAGE>

11.11          This  Agreement  may be  executed in any number of  documents  or
               counterparts  each in the like form,  all of which taken together
               shall  constitute  one and the same  document,  and any party may
               execute  this  Agreement  by  signing  any  one or  more  of such
               documents or counterparts.

11.12          This  Agreement  shall be construed  according to and governed by
               the  law of  England  and  each  of the  parties  submits  to the
               exclusive jurisdiction of the English courts.

11.13          No right or  obligation  under this  Agreement  may be  assigned,
               transferred or delegated by any party.

11.14          All  communications  between  the  parties  with  respect to this
               Agreement shall be delivered by hand or sent by first-class  post
               to the address or  facsimile  number of the  addressee as set out
               below,  or to such  other  address  or  facsimile  number  as the
               addressee  may from time to time have notified for the purpose of
               this clause.

11.15          Communications shall be deemed to have been received:

11.15.1        if sent by  first-class  post:  5  business  days  after  posting
               exclusive of the day of posting;

11.15.2        if delivered by hand or if sent by facsimile  transmission on the
               business  day  immediately  following  the  day  of  delivery  or
               transmission (as the case may be).

11.16         Communications  addressed  to the  Vendors  shall  be  sent to the
              addresses  given for the  Vendors at  Schedule  1.  Communications
              addressed to the  Purchaser  shall be marked for the  attention of
              Richard  Hoffman  and sent to Global  Sources  Limited,  facsimile
              number  001 212 504 6666 and for the  attention  of Ian Morris and
              sent to emw law, facsimile number 01908 236753.

11.17          In proving service:

11.17.1        by  delivery  by hand:  it shall be  necessary  only to produce a
               receipt  for the  communication  signed  by or on  behalf  of the
               addressee;

11.17.2        by  post:   it  shall  be  necessary   only  to  prove  that  the
               communication  was  contained  in  an  envelope  which  was  duly
               addressed and posted in accordance with this clause;

11.17.3        by  facsimile  transmission:  it shall be necessary to prove that
               the facsimile was  transmitted to the correct number and that the
               sender has printed confirmation of transmission.

                                       21
<PAGE>

                                   SCHEDULE 1

                                     PART I

                                `A' SHAREHOLDERS
                                ----------------
<TABLE>
<CAPTION>

(1)                        (2)                   (3)                          (4)
`A' Shareholders name and  Number of A Shares    Entitlement to Initial       Entitlement to Purchase Price
         address                                    Consideration               Adjustment Consideration


<S>                                  <C>                      <C>                             <C>
Angela Phillips                      5000                     38%                             40%
12 Drummond House
Balmoral Gardens
Windsor
Berkshire  SL4 3SG


Scott Chambers
31 Springhill RoadGoring on          5000                     38%                             40%
Thames
Reading
Oxfordshire RG8 0BY


Shawn O'Rourke
30 Brown Candover
Alresford                             625                     4.8%                            20%
Hampshire
SO24 9TR
</TABLE>

                                       22
<PAGE>

                                     PART 2

                                `B' SHAREHOLDERS
                                ----------------
<TABLE>
<CAPTION>

(1)                                           (2)                           (3)
`B' Shareholders name and address             Number of `B' Shares          Entitlement to Initial Consideration
<S>                                                      <C>                                   <C>
Andrew Maggs
The Cottage Lower Farm                                   1250                                  9.6%
St Leonards Hill
Windsor
Berkshire SL4 4AN

James Lawson                                                                                   4.8%
6 Fullarton Crescent
Troon                                                    625
Ayreshire KA10 6LL

Patrick  MccGwire
4 Vine Street
East Molesey
Surrey KT8 9JT                                           625                                   4.8%

</TABLE>



                                       23
<PAGE>



                                   SCHEDULE 2

                           DETAILS OF GROUP COMPANIES
                           --------------------------
<TABLE>
<CAPTION>
Part 1:    The Company

<S>                                          <C>
Registered Number:                           2658545

Date of Incorporation:                       29th October 1991

Registered Office:                           Kennet House, 80 Kings Road, Reading

Authorised Share Capital:                    (pound)10,000  comprising  500,000 1 penny `A' Ordinary Shares and 500,000 1
                                             penny `B' Ordinary Shares

Issued Share Capital:                        (pound)131.25  comprising  10,625 1 penny `A'  Ordinary  Shares  and 2,500 1
                                             penny `B' Ordinary Shares

Shareholders and Shareholdings               Per Schedule 1

Directors:                                   Scott Chambers, Angela Phillips

Secretary:                                   Sarah Chambers

Accounting Reference Date:                   31st December

Charges:                                     None
</TABLE>

                                       24
<PAGE>


<TABLE>
<CAPTION>
Part 2:   The Subsidiary
<S>                                          <C>
Name of Subsidiary:                          The McMillan Partnership Limited

Registered Number:                           2659327

Date of Incorporation:                       31st October 1991

Registered Office:                           Kennet House, 80 Kings Road, Reading

Authorised Share Capital:                    (pound)10,000 comprising 10,000(pound)1 ordinary shares

Issued Share Capital:                        (pound)105 comprising 105(pound)1 ordinary shares

Shareholders and Shareholdings:              Phillips and Chambers Limited - 105 ordinary shares of(pound)1 each

Directors:                                   Scott Chambers, Angela Phillips and James Lawson

Secretary:                                   Angela Phillips and Shawn O'Rourke

Accounting Reference Date:                   31st December

Charges:
</TABLE>
<TABLE>
<CAPTION>

                                                                                        Names, Addresses
                                                                                        and Descriptions of
Date and Description               Amount Secured           Short Particulars of        Persons entitled to
of Instrument of Charge            by the Charge            Property Charged            the Charge
-----------------------            -------------            ----------------            ----------
<S>                              <C>                        <C>
                                   All monies               Fixed and floating  charge  Barclays Bank Plc
Debenture dated                                             over   the    assets   and
15th November 1995                                          undertaking to the Company

                                 (pound)4,693.50 and all    Money  standing  from       A R Thompson
Rent   Deposit  Deed  dated      other monies due           time to  time  in a         T M Thompson
13th July 1994                                              designated deposit          And E Wickham
                                                            account
</TABLE>


                                       25
<PAGE>


                                   SCHEDULE 3
                                   ----------
                                   WARRANTIES
                                   ----------

1.             ACCURACY OF INFORMATION

1.1            INFORMATION DISCLOSED TO PURCHASER CORRECT

1.1.1         All   information   disclosed   in  writing  by  any  of  the  `A'
              Shareholders,   the  `A'  Shareholders'   Solicitors  or  the  `A'
              Shareholders'   Accountants  to  the  Purchaser,  the  Purchaser's
              Solicitors or the Purchaser's Accountants which is incorporated in
              the disclosure bundle annexed to the Disclosure Letter relating to
              the business,  activities, affairs or assets or liabilities of any
              Group   Company  was,   when  given,   and  is  now  accurate  and
              comprehensive in all respects.

1.2            DISCLOSURE LETTER

               (a)            The contents of the Disclosure Letter are true and
                              accurate in all respects.

1.3            SCHEDULES

1.3.1          The contents of the Schedules 1, 2 and 5 are true and accurate in
               all respects.

2.             CORPORATE MATTERS

2.1            SHARES AND SHARE CAPITAL

2.1.1         The Shares will at Completion  constitute  the whole of the issued
              and allotted share capital of the Company.

2.1.2         There is and at  Completion  will be no  Encumbrance  on,  over or
              affecting  the  Shares and there is and at  Completion  will be no
              agreement or  arrangement  to give or create any such  Encumbrance
              and no claim has been or will be made by any person to be entitled
              to any of the foregoing.

2.1.3          The  Company  is the sole  beneficial  owner of the shares in the
               Subsidiary free from any Encumbrance.

2.1.4          No share or loan capital has been issued or  allotted,  or agreed
               to be issued or  allotted,  by any Group  Company  since the Last
               Accounts Date.

2.1.5         Except as required by this  Agreement,  there are no agreements or
              arrangements  in force  which  provide  for the  present or future
              issue,  allotment  or transfer of or grant to

                                       26
<PAGE>

               any person the right  (whether  conditional or otherwise) to call
               for the issue, allotment or transfer of any share or loan capital
               of  any  Group  Company   (including   any  option  or  right  of
               pre-emption or conversion).

2.2            DIRECTORS AND SHADOW DIRECTORS

2.2.1         No person is a shadow director (within the meaning of CA s 741) of
              a Group Company but is not treated as one of its directors for all
              the purposes of that Act.

2.3            SUBSIDIARIES, ASSOCIATIONS AND BRANCHES

2.3.1          No Group Company:

               (a)            is the  holder  or  beneficial  owner  of,  or has
                              agreed to acquire any share or loan capital of any
                              company   (whether   incorporated  in  the  United
                              Kingdom or elsewhere), other than the Subsidiary;

               (b)            has outside the United Kingdom any branch,  agency
                              or   place   of   business,   or   any   permanent
                              establishment  (as that  expression  is defined in
                              the relevant  double taxation relief order current
                              at the date of this Agreement).

2.4           COMMISSIONS

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

2.5           MEMORANDA  AND  ARTICLES  OF  ASSOCIATION,   STATUTORY  BOOKS  AND
              RESOLUTIONS

2.5.1         The copy of the  memorandum  and articles of  association  of each
              Group Company  attached to the  Disclosure  Letter is accurate and
              complete in all respects and has embodied in it or annexed to it a
              copy of each such resolution as is referred to in CA s 380.

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

2.5.3         No notice or allegation  that any of the foregoing is incorrect or
              should  be  rectified  has been  received  by the  Company  or the
              Subsidiary.

                                       27
<PAGE>

2.5.4          Since the Last Accounts  Date no alteration  has been made to the
               memorandum or articles of association of any Group Company and no
               resolution of any kind of the  shareholders  of any Group Company
               has been passed (other than  resolutions  relating to business at
               annual  general  meetings  which was not special  business)  and,
               pending  Completion,  no resolution  shall be passed  without the
               prior written consent of the Purchaser.

2.6            DOCUMENTS FILED

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

2.6.2         Due  compliance  has  been  made  with all the  provisions  of the
              Companies Acts and other legal requirements in connection with the
              formation of each Group Company,  the allotment or issue of shares
              debentures and other securities,  the payment of dividends and the
              conduct of its business.

2.6.3         All charges in favour of any Group  Company have (if  appropriate)
              been  registered in accordance  with the  provisions of CA ss 395,
              409, 410 and 424.

2.7           POSSESSION OF DOCUMENTS

2.7.1         All title deeds relating to the assets of each Group Company,  and
              an executed copy of all agreements to which any Group Company is a
              party,  and the original  copies of all other  documents which are
              owned  by or  which  ought to be in the  possession  of any  Group
              Company are in its possession.

2.8           INVESTIGATION

2.8.1         There are not in existence or, so far as the `A'  Shareholders are
              aware pending,  any  investigations  or enquiries by, or on behalf
              of, any  governmental  or other body in respect of the  affairs of
              any Group Company.

3.            CAPACITY AND INTERESTS OF THE `A' SHAREHOLDERS

3.1           CAPACITY

3.1.1         The `A'  Shareholders  are entitled to sell or procure the sale of
              the full legal and  beneficial  ownership of the `A' Shares to the
              Purchaser  on the  terms  set out in this

                                       28
<PAGE>

              Agreement  without  the consent of any third party.

3.1.2         Each `A' Shareholder has and will have full power and authority to
              enter into and perform  this  Agreement,  and every  agreement  or
              transaction  referred  to in or  contemplated  by this  Agreement,
              which  constitutes,  or when  executed  will  constitute,  binding
              obligations  on him fully  enforceable  in  accordance  with their
              terms.

3.2           `A'  SHAREHOLDERS'  OTHER  INTERESTS  AND  LIABILITIES  TO  GROUP
              COMPANIES

3.2.1         The `A' Shareholders do not have any rights or interests, directly
              or indirectly,  in any business other than those now carried on by
              the  Group  Companies  which  are or are  likely  to be or  become
              competitive  with the  business  of the Group  Companies,  save as
              registered  holder of beneficial  owner of any class of securities
              of any company  which is listed on the Stock  Exchange or dealt in
              on the Unlisted  Securities  Market, and in respect of which a `A'
              Shareholder  holds and is  beneficially  interested in less than 3
              per cent of any single class of the securities in that company.

3.2.2         There is no outstanding  indebtedness  of any `A'  Shareholder or
              `B' Shareholder to a Group Company.

4.            ACCOUNTS

4.1           THE PRINCIPAL ACCOUNTS

4.1.1         The  Principal  Accounts  were  prepared  in  accordance  with the
              historical  cost  convention,   and  the  bases  and  policies  of
              accounting  adopted for the  purpose of  preparing  the  Principal
              Accounts are the same as those  adopted in  preparing  the audited
              accounts  of each  Group  Company  in  respect  of the three  last
              preceding accounting periods.

4.1.2         The Principal Accounts:

               (a)            are  accurate and give a true and fair view of the
                              assets and  liabilities  of each Group  Company at
                              the Last  Accounts  Date and its  profits  for the
                              financial period ended on that date;

               (b)            comply with the requirements of the Companies Acts
                              and other relevant statutes;

               (c)            comply with all current SSAPs and FRSs  applicable
                              to a United Kingdom company;

                                       29
<PAGE>

               (d)            are not affected by any extraordinary, exceptional
                              or non-recurring item;

4.1.3          No amount  included in the  Principal  Accounts in respect of any
               asset,  whether fixed or current,  exceeds its purchase  price or
               production  cost  (within  the  meaning of CA Sched 4) or (in the
               case of  current  assets)  its net  realisable  value on the Last
               Accounts Date.

4.2            DEPRECIATION OF FIXED ASSETS

4.2.1         In the  Principal  Accounts  and in the  accounts  of  each  Group
              Company for the three preceding  financial years, the fixed assets
              of each Group Company have been  depreciated  in  accordance  with
              SSAP12.

4.3            DEFERRED TAXATION

4.3.1         Where provision for deferred taxation is not made in the Principal
              Accounts,  full details of the amounts of such  deferred  taxation
              have been disclosed in the Disclosure Letter.

4.4            ACCOUNTING REFERENCE DATE

4.4.1          The  accounting  reference  date of each  Group  Company  for the
               purpose of CA s 244 is set out in Schedule 2 and there has not at
               any time been any other such date.

4.5            BOOKS AND RECORDS

4.5.1         So far as the `A' Shareholders are aware all the accounts,  books,
              ledgers,  financial and other records, of whatsoever kind, of each
              Group Company:

               (a)            are in its possession;
               (b)            have been fully,  properly and accurately kept and
                              completed;
               (c)            do  not  contain  any  material   inaccuracies  or
                              discrepancies of any kind;
               (d)            give  and  reflect  a true  and  fair  view of its
                              trading    transactions,    and   its   financial,
                              contractual and trading position.

4.6            MANAGEMENT ACCOUNTS

4.6.1         The Management  Accounts have been prepared in accordance with the
              accounting  principles  set  out in  the  Disclosure  Letter  on a
              consistent  basis  and  are  true  and  accurate  in all  material
              respects, and show a true and fair view of the affairs and

                                       30
<PAGE>

               profits and  liabilities of the Group Companies as at and for the
               period ended on the date to which they have been prepared.

5.             TAXATION

5.1           The Taxation  computations for all accounting periods of the Group
              Companies  ended on or  before  the date of  Completion  have been
              agreed with the Inland Revenue.

5.2           Within the 6 year  period  preceding  the date of  Completion  the
              Group Companies have for Taxation purposes:

5.2.1         within the statutory time limits made all such returns,  given all
              such notices and provided all such  information to the appropriate
              Tax  Authority  and  none of them  is now or is  likely  to be the
              subject of any dispute with such Tax Authority; and

5.2.2         maintained  in all material  respects all such records in relation
              to Taxation as are  required to be made or provided or  maintained
              by them.

5.3           Within the 6 year  period  preceding  the date of  Completion  the
              Group  Companies  have duly  complied  with their  obligations  in
              relation  to  pay  as  you  earn  and  earnings-related   national
              insurance  contributions  and their  reporting  obligations to the
              Inland Revenue in connection  with any benefits  provided to their
              employees and directors,  and the Disclosure  Letter contains full
              details of all dispensations granted to the Group Companies by the
              Inland Revenue relating to payments and benefits made or provided,
              or  treated  as  made  or  provided,  to its  current  and  former
              directors,  employees  or officers  or any persons  required to be
              treated as such.

5.4           All dividends or distributions declared, made or paid by the Group
              Companies have been declared,  made or paid in accordance with the
              CA and the applicable  provisions of their respective  Articles of
              Association, and all advance corporation tax ("ACT") has been duly
              paid.

5.5            The Disclosure Letter discloses details of all:

5.5.1         outstanding claims, disclaimers,  notices and elections which have
              been  given  by or  served  on the  Group  Companies  by  any  Tax
              Authority;

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<PAGE>

5.5.2          subsisting formal or informal  arrangements or agreements entered
               into by each of the Group  Companies  with any Tax Authority with
               regard to any of its Taxation affairs.

5.6           Each of the Group  Companies is duly registered in accordance with
              VATA and within the 6 year period preceding the date of Completion
              has made, given,  obtained and kept full,  materially  correct and
              up-to-date records,  invoices,  and other documents appropriate or
              required for the  purposes  thereof and is not in arrears with any
              returns  or  payments  due  thereunder  and is not  subject to any
              requirement  of H M  Customs  &  Excise  to  give  security  under
              paragraph 4 of schedule 11 VATA.

5.7           Within the 24 months  preceding the date of Completion none of the
              Group  Companies has been served with a penalty  liability  notice
              under  Section  64(2) VATA nor within the 12 months  preceding the
              date of  Completion  has been served  with a  surcharge  liability
              notice under Section 59 VATA,  and none of the Group  Companies is
              in breach of any penalty  liability notice or surcharge  liability
              notice served upon it.

5.8           Details of any claim for bad debt relief under section 36 VATA and
              the Value Added Tax Regulations  1995/2518 Part XIX made by anyone
              of the Group  Companies  are fairly  disclosed  in the  Disclosure
              Letter.

5.9           No Group  Company  owns any asset or has  incurred  any expense in
              respect of which  Part XV Value  Added Tax  Regulations  1995/2518
              applies.

5.10          The Disclosure Letter contains full particulars of any election to
              waive  exemption  made or agreed to be made under Schedule 10 VATA
              paragraph  2 by (i) each  Group  Company or (ii) any person who in
              relation to any Group  Company is a relevant  associate as defined
              in paragraph  3(7) of that  Schedule in respect of any property in
              which any Group  Company has an interest and no Event has occurred
              as a result  of which  any such  election  is and may  cease to be
              valid and effective.

5.11          None of the Group Companies is involved in any dispute in relation
              to Taxation  and so far as the `A'  Shareholders  are aware no Tax
              Authority has investigated any of the Group Companies within the 6
              year  period  preceding  the  date of  Completion  nor has any Tax
              Authority given written notice that it intends to investigate.

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<PAGE>

5.12          In  the  Principal  Accounts  (unless  otherwise  provided  in the
              deferred tax provision  therein) the aggregate value attributed to
              all of the assets of the Group Companies at the Last Accounts Date
              is  such  that  on  any  disposal  of  all of  such  assets  for a
              consideration  equal to such value (and disregarding any statutory
              right to claim any allowance or relief):

5.12.1        no liability to Taxation will arise; and

5.12.2        no balancing charge will be made on any of the Group Companies.

5.13          No liability to Taxation  will arise on the disposal by any of the
              Group Companies:

5.13.1        of any asset  acquired  since the Last  Accounts Date but prior to
              Completion  for a price equal to the price  actually  paid for the
              asset; or

5.13.2        of any asset  treated as such in the  Completion  Accounts if that
              asset were to be disposed of for consideration  equal to the value
              attributed thereto in the Completion Accounts.

5.14          Since the Last Accounts Date:

5.14.1        none of the Group  Companies  have entered into or been a party to
              any  transaction,   otherwise  than  in  the  ordinary  course  of
              business,  which will or may give rise to a liability to Taxation,
              and  no  accounting  period  of any of  the  Group  Companies  has
              terminated;

5.14.2        no transaction has occurred which will result in any Group Company
              becoming liable to pay or bear a liability to Taxation directly or
              primarily  chargeable  against or  attributable  to another person
              other than another Group Company;

5.14.3        no disposal has taken place or other event occurred which will, or
              may have,  the effect of  crystallising  a  liability  to Taxation
              which  would have been  included  in the  provision  for  deferred
              taxation  contained in the Principal  Accounts if such disposal or
              other event had been  planned or  predicted  at the Last  Accounts
              Date;

5.14.4        no Group Company has been a party to any transaction for which any
              tax  clearance  provided  for by statute  has been,  or could have
              been, obtained.

5.15          Except as disclosed in the  Principal  Accounts  none of the Group
              Companies has any  contingent  liability to Taxation under section
              132 FA 1988 or sections 190 to 191 TCGA.

                                       33
<PAGE>

5.16          Particulars of each claim under section 152 to 154 TCGA made prior
              to the date of Completion  which affects any asset owned by any of
              the  Group  Companies  on or  after  the  Last  Accounts  Date are
              disclosed in the Disclosure Letter.

5.17          None of the  Group  Companies  has  made  any  repayment  of share
              capital  to which  section  210 ICTA  applies  or issued any share
              capital  as  paid  up  otherwise   than  by  the  receipt  of  new
              consideration within the meaning of Part VI ICTA.

5.18          None of the Group Companies is under any actual  liability to make
              any payment of interest or any annual  payment for which no relief
              will be received by reason of section 125 ICTA or section 787 ICTA
              or by reason of it being a distribution.

5.19          None of the Group  Companies  has ever been  resident  outside the
              United Kingdom for Taxation  purposes,  nor has it ever carried on
              any trade, business or other activities outside the United Kingdom
              other than the export of its  services in the  ordinary and normal
              course of its business.

5.20          Within the 6 year period  preceding the date of Completion none of
              the Group  Companies has without the prior consent of the Treasury
              caused permitted or entered into any of the transactions specified
              in section 765 ICTA.

5.21          None  of  the  Group  Companies  has in the  six  years  preceding
              Completion  been a party to any transaction in respect of which it
              is alleged to be liable to Taxation  under the  provisions of Part
              XVII  ICTA,  and no  Group  Company  has been or is a party to any
              transaction  which is liable to Taxation  under the  provisions of
              Part XVII ICTA.

5.22          None of the Group Companies holds any shares as trading stock.

5.23          Within the 6 year period  preceding the date of Completion none of
              the  Group  Companies  has  incurred  any  expense  or  given  any
              consideration  to which the  provisions  of section 418 ICTA would
              apply  and  does  not  have  outstanding  any  loan to  which  the
              provisions of sections 419-420 ICTA would apply.

                                       34
<PAGE>

5.24          There is no unsatisfied  liability to inheritance  tax attached or
              attributable  to the assets of any of the Group Companies or their
              shares and  neither  the  assets nor the shares are  subject to an
              Inland Revenue charge as mentioned in section 237 IHTA.

5.25          No  person  has the  power  under  section  212 IHTA to raise  any
              inheritance  tax by sale or mortgage of or by a terminable  charge
              on any of the assets of any of the Group Companies.

5.26          No dispensation or notices have been granted by the Inland Revenue
              to any of the Group Companies under section 166 ICTA.

5.27          None of the Group Companies has any outstanding  liability for any
              claim  in  respect  of the  incorrect  operation  of the  taxation
              regulations relating to contractors and subcontractors.

5.28          All payments due in respect of employees contributions to national
              insurance and graduated state pension have been properly  deducted
              by  the  Group   Companies  and   (together   with  any  employers
              contributions) have been fully, correctly and promptly paid to the
              appropriate  authority and proper  records of all such  deductions
              and payments have been maintained.

5.29          All capital expenditure  incurred by the Group Companies since the
              Last  Accounts  Date  and all  capital  expenditure  which  may be
              incurred by the Group  Companies  under any existing  contract has
              qualified or will be capable of qualifying for capital allowances.

5.30          There are set out in the Disclosure  Letter details of all capital
              allowances  claimed in respect  of the  accounting  periods of the
              Group Companies ended on the Last Accounts Date in respect of each
              asset or pool of assets in respect of which separate  computations
              for capital  allowances are required to be made or, as a result of
              any election, are made.

5.31          Nothing has occurred  since the Last  Accounts Date as a result of
              which  any of the Group  Companies  could be  required  to bring a
              disposal  value into account or suffer a

                                       35
<PAGE>

              balancing  charge  for the  purpose of  capital  allowances  under
              section 4, 24, 87,  100 or 128 CAA or a  withdrawal  of first year
              allowances or a recovery of excess relief under  sections 46 or 47
              CAA.

5.32          No Group Company has:

5.32.1        incurred any capital  expenditure on the provision of machinery or
              plant for leasing;

5.32.2        made any election under section 55 CAA;

5.32.3        made and is not likely to be taken to have made an election  under
              section 37 CAA;

5.32.4        made or agreed to make any election under section 59A CAA.

5.33          No Group  Company owns any asset which is or is capable of being a
              long-life asset as defined in section 38A CAA.

5.34          None of the Group  Companies has incurred any  expenditure  on the
              provision of any capital  allowance bearing asset for leasing to a
              third party.

5.35          None of the Group Companies has made any election under section 37
              CAA nor is it taken to have made any such  election  under section
              37(8)(c) CAA.

5.36          None of the Group  Companies  has obtained any capital  allowances
              under Chapter VI Part II CAA.

6.            FINANCE

6.1           CAPITAL COMMITMENTS

6.1.1         There were no  commitments on capital  account  outstanding at the
              Last  Accounts  Date and  since  the Last  Accounts  Date no Group
              Company  has made or agreed to make any  capital  expenditure,  or
              incurred  or agreed to incur any  capital  commitments  nor has it
              disposed  of or  realised  any  capital  assets  or  any  interest
              therein.

                                       36
<PAGE>

6.2           DIVIDENDS AND DISTRIBUTIONS

6.2.1         Since the Last Accounts Date no dividend or other distribution (as
              defined in ICTA Part XI as  extended by ICTA s 418) has been or is
              treated  as  having  been  declared,  made or  paid  by any  Group
              Company.

6.2.2         All  dividends  or  distributions  declared,  made or paid by each
              Group Company have been declared,  made or paid in accordance with
              its articles of association  and the applicable  provisions of the
              Companies Acts.

6.3           BANK AND OTHER BORROWINGS

6.3.1         Full details of all limits on each Group  Company's bank overdraft
              facilities or other  borrowing  facilities  and  arrangements  are
              accurately set out in the Disclosure Letter.

6.3.2         The total amount  borrowed by each Group  Company from each of its
              bankers or other lenders does not exceed its respective  overdraft
              or other lending facilities.

6.3.3         The total amount  borrowed by each Group Company (as determined in
              accordance  with the provisions of the relevant  instrument)  does
              not exceed any limitation on its borrowing powers contained in its
              articles  of  association,  or in any  debenture  or other deed or
              document binding upon it.

6.3.4         No Group Company has:

              (a)           outstanding,  or has agreed to create or issue,  any
                            loan capital;
              (b)           factored  any of its debts,  or engaged in financing
                            of a type  which  would not  require  to be shown or
                            reflected in the Last Accounts;
              (c)           borrowed any money which it has not repaid, save for
                            borrowings  not  exceeding  the amounts shown in the
                            Last Accounts.

6.3.5         No Group Company has since the Last Accounts Date repaid or become
              liable to repay any loan or  indebtedness in advance of its stated
              maturity.

6.3.6         No Group Company has received  notice (whether formal or informal)
              from any lenders of money to it, requiring repayment or intimating
              the  enforcement  of any  security the lender may hold over any of
              its assets; and there are no circumstances  likely to give rise to
              any such notice.

6.4           LOANS BY AND DEBTS DUE TO GROUP COMPANIES

6.4.1         No Group  Company  has lent any money which has not been repaid to
              it,  or owns  the  benefit  of any  debt  (whether  or not due for
              payment),  other than  debts  which  have

                                       37
<PAGE>

              arisen  in the  ordinary  course  of its  business;  and no  Group
              Company has made any loan or quasi-loan  contrary to the Companies
              Acts.

6.5           LIABILITIES

6.5.1         There are no liabilities (including contingent  liabilities) which
              are  outstanding on the part of any Group Company other than those
              liabilities disclosed in the Principal Accounts or incurred in the
              ordinary  and  proper  course of trading  since the Last  Accounts
              Date.

6.5.2         There has been no  exercise,  purported  exercise or claim for any
              charge,  lien,  encumbrance or equity over any of the fixed assets
              of  any  Group  Company;  and  there  is no  dispute  directly  or
              indirectly relating to any of its fixed assets.

6.6           CONTINUATION OF FACILITIES

6.6.1         In relation to all  debentures,  acceptance  credits,  overdrafts,
              loans or other  financial  facilities  outstanding or available to
              any Group Company (referred to in this clause as "Facilities"):

              (a)           the  Disclosure  Letter  sets out full  details  and
                            there  are  attached  to it  accurate  copies of all
                            documents relating to the Facilities;
              (b)           there has been no contravention of or non-compliance
                            with any provision of any of those documents;
              (c)           no steps for the early repayment of any indebtedness
                            have been taken or threatened;
              (d)           there have not been nor are there any  circumstances
                            known   to  the   `A'   Shareholders   whereby   the
                            continuation  of  any  of the  Facilities  might  be
                            prejudiced,   or  which   might  give  rise  to  any
                            alteration in the terms and conditions of any of the
                            Facilities;
              (e)           none of the Facilities is dependent on the guarantee
                            or  indemnity  of or  security  provided  by a third
                            party other than a Group Company;
              (f)           without making  specific  enquiry no `A' Shareholder
                            has any knowledge,  information or belief that, as a
                            result  of  the  acquisition  of the  Shares  by the
                            Purchaser  or any other thing  contemplated  in this
                            Agreement, any of the Facilities might be terminated
                            or mature prior to its stated maturity.

                                       38
<PAGE>

6.7           GOVERNMENT GRANTS

6.7.1         Full  details of all grants,  subsidies  or  financial  assistance
              applied  for  or  received  by  the  Group   Companies   from  any
              governmental  department or agency or any local or other authority
              are set out in the Disclosure Letter.

6.7.2         No Group  Company has done or omitted to do any act or thing which
              could  result  in  all  or  any  part  of  any  investment  grant,
              employment  subsidy or other  similar  payment  made, or due to be
              made, to it becoming  repayable or being  forfeited or withheld in
              whole or in part.

7.            TRADING

7.1           CHANGES SINCE LAST ACCOUNTS DATE

7.1.1         Since the Last Accounts Date:

              (a)           the   business  of  each  Group   Company  has  been
                            continued in the ordinary and normal course;
              (b)           there has been no  deterioration  in the turnover or
                            the  financial  or trading  position or prospects of
                            any Group Company;
              (c)           each  Group   Company  has  paid  its  creditors  in
                            accordance with their respective credit terms and in
                            accordance with its normal procedures, and there are
                            no  amounts  owing by any Group  Company  which have
                            been due for more than 12 weeks.

7.1.2         The value of the net  realisable  assets of each Group  Company is
              not now less than at the Last Accounts Date.

7.2           EFFECT OF SALE OF SHARES

7.2.1         The `A' Shareholders have no knowledge, information or belief that
              after  Completion  (whether by reason of an existing  agreement or
              arrangement or otherwise) or as a result of the acquisition of the
              Company by the Purchaser:

              (a)           any  supplier of any Group  Company will cease or be
                            entitled to cease supplying it or may  substantially
                            reduce its supplies to it;
              (b)           any  customer of any Group  Company will cease or be
                            entitled   to   cease   to  deal   with  it  or  may
                            substantially  reduce its existing level of business
                            with it;

                                       39
<PAGE>

              (c)           any Group Company will lose the benefit of any right
                            or privilege which it enjoys;
              (d)           any officer or senior  employee  of a Group  Company
                            will  leave or be  entitled  to a  payment  from any
                            Group Company.

7.2.2         Compliance with the terms of this Agreement does not and will not:

              (a)           conflict  with,  or  result  in the  breach  of,  or
                            constitute  a  default  under,  any  of  the  terms,
                            conditions   or   provisions  of  any  agreement  or
                            instrument to which any Group Company is a party, or
                            any  provision  of the  memorandum  or  articles  of
                            association of any Group Company or any encumbrance,
                            lease,   contract,    order,    judgement,    award,
                            injunction,   regulation  or  other  restriction  or
                            obligation  of any kind or  character by which or to
                            which  any asset of any  Group  Company  is bound or
                            subject;
              (b)           relieve any person from any  obligation to any Group
                            Company  (whether  contractual  or  otherwise),   or
                            enable any person to determine  any such  obligation
                            or  any  right  or  benefit  enjoyed  by  any  Group
                            Company, or to exercise any right,  whether under an
                            agreement  with or otherwise in respect of any Group
                            Company;
              (c)           result in the creation, imposition,  crystallisation
                            or enforcement of any Encumbrance  whatsoever on any
                            of the assets of any Group Company;
              (d)           result in any present or future  indebtedness of any
                            Group Company becoming due and payable or capable of
                            being  declared due and payable  prior to its stated
                            maturity.

7.3           CONDUCT OF BUSINESS IN ACCORDANCE  WITH  MEMORANDA AND ARTICLES OF
              ASSOCIATION

7.3.1         Each  Group  Company  has at all times  carried  on  business  and
              conducted  its  affairs in all  respects  in  accordance  with its
              memorandum  and  articles  of  association  for the time  being in
              force.


7.3.2         Each Group  Company is  empowered  and duly  qualified to carry on
              business in all jurisdictions in which it now carries on business.

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<PAGE>


7.4           JOINT VENTURES AND PARTNERSHIP

7.4.1         No Group  Company is or has agreed to become a member of any joint
              venture,   consortium,   partnership   or   other   unincorporated
              association  and no Group  Company  is or has  agreed  to become a
              party to any agreement or arrangement  for sharing  commissions or
              other income.

7.5           AGREEMENTS RELATING TO THE MANAGEMENT AND BUSINESS

7.5.1         There  are no  arrangements  or  understandings  (whether  legally
              enforceable  or not) between a Group Company and any person who is
              a shareholder or the beneficial owner of any interest in it, or in
              any  company  in which any Group  Company  is  interested,  or any
              association of any such person,  relating to the management of any
              Group  Company's  business,  or  the  appointment  or  removal  of
              directors of any Group  Company,  or the  ownership or transfer of
              ownership  or  the  letting  of any of  the  assets  of any  Group
              Company,  or the  provision,  supplying  or  purchase  of finance,
              goods,  services,  or other  facilities  to,  by or from any Group
              Company, or in any other respect relating to its affairs.

7.6           AGENCY AGREEMENTS AND AGREEMENTS RESTRICTING BUSINESS

7.6.1         No  Group  Company  is a  party  to any  agency,  distributorship,
              marketing,  purchasing,  manufacturing  or licensing  agreement or
              arrangement,  or any  restrictive  trading or other  agreement  or
              arrangement  pursuant to which any part of its business is carried
              on,  or which in any way  restricts  its  freedom  to carry on the
              whole or any part of its business in any part of the world in such
              manner as it thinks fit.

7.6.2         No Group Company is a party to any undertaking or assurances given
              to any court or governmental agency which is still in force.

7.7           UNFAIR TRADE AND RESTRICTIVE PRACTICES

7.7.1         No Group  Company has  committed or omitted to do any act or thing
              which could give rise to any fine or penalty.

7.7.2         No  Group  Company  is a  party  to  any  agreement,  practice  or
              arrangement which in whole or in part:

              (a)           contravenes the provisions of the Trade Descriptions
                            Acts 1968 and 1972;

                                       41
<PAGE>

              (b)           would or might  result in a reference  of a consumer
                            trade  practice,  within  the  meaning  of the  Fair
                            Trading Act 1973 s 13, or be liable to  reference to
                            the Consumer  Protection  Advisory  Committee  under
                            Part II of the said Act;
              (c)           contravenes  the  provisions of the Consumer  Credit
                            Act 1974;
              (d)           contravenes or is invalidated  (in whole or in part)
                            by  or  is   subject  to   registration   under  the
                            Restrictive Trade Practices Acts 1976 and 1977;
              (e)           contravenes any provisions of the Treaty of Rome;
              (f)           contravenes any other  anti-trust,  anti-monopoly or
                            anti-cartel legislation or regulations.

7.7.3         No Group Company has engaged in any  anti-competitive  practice as
              defined in the Competition Act 1980 or the Competition Act 1998.

7.8           LITIGATION, DISPUTES AND WINDING UP

7.8.1         No Group Company is engaged in any  litigation or  arbitration  or
              tribunal proceedings as plaintiff or defendant or third party.

7.8.2         There  are no  proceedings  pending  or  threatened  either  by or
              against any Group Company nor so far as the `A'  Shareholders  are
              aware  against any  officers,  agents or  employees  of any of the
              Group Companies.

7.8.3         So  far  as  the  `A'   Shareholders   are  aware   there  are  no
              circumstances  which are likely to give rise to any  litigation or
              arbitration or tribunal proceedings.

7.8.4         There is no dispute with any revenue or other official  department
              in the United Kingdom or elsewhere,  in relation to the affairs of
              any Group Company,  and so far as the `A'  Shareholders  are aware
              there are no facts which are likely to give rise to any dispute.

7.8.5         There are no claims  pending  or  threatened  or so far as the `A'
              Shareholders  are  aware  capable  of  arising  against  any Group
              Company by an  employee or workman or third  party,  in respect of
              any accident or injury, which are not fully covered by insurance.

7.8.6         No order has been made or petition  presented or resolution passed
              for the winding up of any Group Company.

7.8.7         No order has been made or petition presented for an administration
              order  to be made  for any  Group  Company  nor has any  distress,
              execution  or other  process  been  levied in respect of any Group
              Company which remains undischarged.

                                       42
<PAGE>


7.8.8         There is not any  unfulfilled  or  unsatisfied  judgment  or court
              order outstanding against any Group Company.

7.9           COMPLIANCE WITH STATUTES

7.9.1         No Group  Company and none of its  officers,  agents or  employees
              (during  the  course  of  their  duties  in  relation  to it)  has
              committed  or  omitted  to do any act or thing the  commission  or
              omission  of  which  is  in   contravention  of  any  act,  order,
              regulation  or  the  like  (whether  of  the  United   Kingdom  or
              elsewhere) giving rise to any fine,  penalty,  default proceedings
              or other liability on its part.

7.9.2         Each Group Company has conducted and is conducting its business in
              all  respects  in  accordance   with  all   applicable   laws  and
              regulations whether of the United Kingdom or elsewhere.

7.9.3         No  Group  Company  carried  on (or has,  at any time  when not an
              authorised person under chapter III,  Financial Services Act 1986,
              carried on)  investment  business in the United Kingdom within the
              meaning of the Financial Services Act 1986, s 1.

7.10          DATA PROTECTION

7.10.1        Each  Group   Company  has  fully   complied   with  all  relevant
              requirements  of  the  Data  Protection  Act  1984  and  the  Data
              Protection Act 1998 including compliance with the following:

              (a)           the data protection  principles  established in that
                            Act;
              (b)           requests  from data subjects for access to data held
                            by it;
              (c)           the  requirements  relating to the  registration  of
                            data users.

7.10.2        No Group Company has received a notice or  allegation  from either
              the  data  protection   registrar  or  a  data  subject   alleging
              non-compliance with the data protection  principles or prohibiting
              the transfer of data to a place outside the United Kingdom.

7.10.3        No  individual  has  claimed  or will  have  the  right  to  claim
              compensation  from any Group  Company  under  that Act for loss or
              unauthorised disclosure of data.

7.11          DOCUMENTS STAMPED

7.11.1        All documents which in any way affect the right, title or interest
              of any Group Company in or to any of its property,  undertaking or
              assets,  or to which a Group

                                       43
<PAGE>

              Company is a party,  and which  attract  stamp duty have been duly
              stamped  with  the  correct  amount  of duty  payable  within  the
              requisite period for stamping.

7.12          BUSINESS NAMES

7.12.1        No Group  Company uses a name for any purpose  other than its full
              corporate name.

7.13          TRANSACTIONS INVOLVING DIRECTORS

7.13.1        No Group Company has been a party to any  transaction to which any
              of the provisions of CA s 320 or s 330 may apply.

7.14          POWERS OF ATTORNEY AND AUTHORITY

7.14.1        No power of attorney given by any Group Company is in force.

7.14.2        There are not outstanding any authorities  (express or implied) by
              which any person may enter into any contract or  commitment  to do
              anything on behalf of a Group Company.

7.15          LICENCES AND CONSENTS

7.15.1        Each  Group  Company  has  obtained  all  necessary  licences  and
              consents  from  any  person,  authority  or body  for  the  proper
              carrying on of its business (short particulars of each licence and
              consent  being  set  out in the  Disclosure  Letter)  and  all the
              licences and consents are valid and subsisting.

7.15.2        No Group Company is in breach of any of the terms or conditions of
              any  of  the  licences  or  consents;   and  so  far  as  the  `A'
              Shareholders  are aware there are no factors that might in any way
              prejudice the continuation or renewal of any of them.

7.16          SUBSISTING CONTRACTS

7.16.1        The  Disclosure  Letter  contains  accurate   particulars  of  all
              material  contracts and  engagements,  whether written or oral, to
              which any Group Company is a party at the date of this Agreement.

7.16.2        There is not now  outstanding  in respect of any Group Company any
              agreement for the supply of services or for agency.

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<PAGE>


7.17          DEFAULTS UNDER AGREEMENTS BY GROUP COMPANY

7.17.1        No Group Company is :

              (a)           in default  under any agreement or covenant to which
                            it is a party or in respect of any other obligations
                            or restrictions binding upon it;
              (b)           in default under any obligations  existing by reason
                            of membership of any association or body;
              (c)           liable in respect of any  representation or warranty
                            (whether  express or implied)  or any matter  giving
                            rise to a duty of care on its part.

7.17.2        No threat or claim of default under any  agreement,  instrument or
              arrangement  to which any Group  Company  is a party has been made
              and is outstanding  against it; and so far as the `A' Shareholders
              are aware there is nothing whereby any such agreement,  instrument
              or arrangement  may be prematurely  terminated or rescinded by any
              other party or whereby the terms thereof may be worsened.

7.18          OTHER PARTY'S DEFAULTS

7.18.1        No party to any agreement with or under an obligation to any Group
              Company is in default  under it,  being a default  which  would be
              material  in the  context  of any  Group  Company's  financial  or
              trading  position;  and as far as the `A'  Shareholders  are aware
              there are no circumstances likely to give rise to such a default.

7.19          OUTSTANDING OFFERS

7.19.1        No offer,  tender or the like is  outstanding  which is capable of
              being  converted  into  an  obligation  of any  Group  Company  by
              acceptance or other act of some other person, firm or company.

7.20          DEFECTIVE PRODUCTS

7.20.1        No Group Company has manufactured, sold or supplied products which
              are or were or will  become  in any  material  respect  faulty  or
              defective or which do not comply in any material  respect with any
              warranties or representations expressly or impliedly made by it or
              with all applicable regulations, standards and requirements.

                                       45
<PAGE>

7.21          SERVICE LIABILITIES

7.21.1        No Group Company is subject to any  liability or obligation  (save
              as may be implied by law) to service,  repair, maintain, take back
              or otherwise do or not do anything in respect of any products that
              have been or are after the date of this Agreement delivered by it.

7.22          PURCHASES AND SALES FROM OR TO ONE PARTY

7.22.1        Neither more than 25 per cent of the  aggregate  amount of all the
              purchases,  nor more than 25 per cent of the  aggregate  amount of
              all the sales,  of any Group  Company are obtained or made from or
              to the same supplier or customer  (including any person in any way
              connected  with such  supplier or  customer)  nor is any  material
              source of supply to any Group Company,  or any material outlet for
              the sales of any Group  Company,  in jeopardy or so far as the `A'
              Shareholders are aware likely to be in jeopardy.

7.23          GUARANTEES AND INDEMNITIES

7.23.1        There is not now  outstanding  in respect of any Group Company any
              guarantee, or agreement for indemnity or for suretyship,  given by
              it or for its accommodation.

7.24          INSIDER CONTRACTS

7.24.1        There is not now  outstanding and there has not at any time during
              the  three  years  prior  to  the  date  of  this  Agreement  been
              outstanding any contract or arrangement to which any Group Company
              is a party and which any `A'  Shareholder  or any  director of any
              Group  Company  is or has been  interested,  whether  directly  or
              indirectly.

7.24.2        No Group  Company is a party to, nor have its profits or financial
              position  during  the  three  years  prior  to the  date  of  this
              Agreement been affected by, any contract or  arrangement  which is
              not of an entirely arm's length nature.

7.25          MANAGEMENT REPORTS

7.25.1        There  have  been no  reports  concerning  any Group  Company,  by
              financial  or  management  consultants  within the period of three
              years prior to the date of this Agreement.

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<PAGE>


8.            EMPLOYMENT

8.1           EMPLOYEES AND TERMS OF EMPLOYMENT

8.1.1         Full  particulars  of the  identities,  dates of  commencement  of
              employment,  or appointment to office, and terms and conditions of
              employment  of all  the  employees  and  officers  of  each  Group
              Company,  including without limitation profit sharing,  commission
              or discretionary bonus arrangements,  are fully and accurately set
              out in the Disclosure Letter.

8.1.2         There are no  agreements  or other  arrangements  (whether  or not
              legally  binding) between any Group Company and any trade union or
              other body representing employees.

8.1.3         No contract  of service  exists  between  any Group  Company and a
              director  or   employee   in   relation  to  which  any   relevant
              requirements of CA s 319 have not been fulfilled.

8.1.4         Each Group Company has at all times  complied with the  Employment
              Rights Act 1996 (as  amended)  and the EC Working  Time  Directive
              93/204/EC (as implemented by the Working Time Regulations 1998) in
              respect of all its employees.

8.2           BONUS SCHEMES

8.2.1         There are no schemes in operation by, or in relation to, any Group
              Company  whereunder  any employee of any Group Company is entitled
              to a commission or remuneration  of any other sort,  calculated by
              reference to the whole or part of the  turnover,  profits or sales
              of any Group Company.

8.2.2         No Group Company has registered a profit-related  pay scheme under
              the provisions of Part I Chapter I of the F(No2)A 1987.

8.3           CHANGES IN REMUNERATION

8.3.1         Since the Last  Accounts  Date or (where  employment or holding of
              office  commenced  after the  beginning of such period)  since the
              commencing date of the employment or holding of office:

              (a)           no change has been made in the rate of remuneration,
                            or  the  emoluments  or  pension  benefits,  of  any
                            officer, ex-officer or senior executive of any Group
                            Company  (a  senior  executive  being  a  person  in
                            receipt of remuneration  in excess of  (pound)25,000
                            per annum);

                                       47
<PAGE>

              (b)           no  change  has  been  made in any  other  terms  of
                            employment of any officer or senior executive.

8.3.2         No Group  Company is bound or  accustomed  to pay any moneys other
              than in respect of  remuneration  or  emoluments  of employment or
              pension  benefits to or for the benefit of any officer or employee
              of any Group Company.

8.3.3         No negotiations  for any increase in the  remuneration or benefits
              of any  officer or  employee  of any Group  Company are current or
              likely  to  take  place  within  six  months  after  the  date  of
              Completion.

8.4           TERMINATION OF CONTRACTS OF EMPLOYMENT

8.4.1         All subsisting  contracts of service to which any Group 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 (as amended).

8.4.2         No  executive  of  any  Group  Company,   who  is  in  receipt  of
              remuneration in excess of (pound)25,000  per annum, and no officer
              of any Group Company has given or received notice  terminating his
              employment,  except as expressly  contemplated  in this Agreement,
              and no such  executive  or officer  will be  entitled to give such
              notice as a result of the provisions of this Agreement.

8.5           INDUSTRIAL DISPUTES AND NEGOTIATIONS

8.5.1         None of the  Group  Companies  or their  respective  employees  is
              involved in any industrial  dispute,  and there are no facts known
              or which would on reasonable enquiry be known to any Group Company
              or its  directors or to the `A'  Shareholders  which might suggest
              that there may be any industrial dispute involving a Group Company
              or that any of the  provisions  of this  Agreement may lead to any
              such industrial dispute.

8.6           INDUSTRIAL AGREEMENTS

8.6.1         No Group Company has entered into any recognition agreement with a
              trade  union nor has it done any act which might be  construed  as
              recognition.

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<PAGE>

9.            ASSETS

9.1           OWNERSHIP OF ASSETS

9.1.1         The Group  Companies  owned at the Last Accounts Date and had good
              and   marketable   title  to  and  (except   for  current   assets
              subsequently  sold or realised in the ordinary course of business)
              still legally and  beneficially  own and have good and  marketable
              title to all assets included in the Principal Accounts  (excluding
              the Properties) and to all assets acquired since the Last Accounts
              Date and not  subsequently  sold or realised as aforesaid  and all
              such  assets  are in the  possession  or under the  control of the
              Group  Companies,  are free from all  Encumbrances and situated in
              the United Kingdom.

9.1.2         No Group  Company  has  created  or granted or agreed to create or
              grant any security interest or other Encumbrance in respect of any
              of the fixed assets included in the Principal Accounts  (excluding
              the  Properties)  or acquired  or agreed to be acquired  since the
              Last Accounts Date,  otherwise than in the ordinary  course of its
              business.

9.1.3         Save as disclosed in the Principal  Accounts none of the property,
              assets,  undertakings,  goodwill or uncalled  capital of any Group
              Company  (excluding  the  Properties)  is  subject to and no Group
              Company  has  agreed  to grant in  respect  of such  property  any
              Encumbrance.

9.2           INSURANCE

9.2.1         All the buildings  (for which Group  Companies are  responsible to
              insure) and other assets and undertakings of each Group Company of
              an insurable nature (excluding the Properties) are and have at all
              material times been,  insured in amounts  representing  their full
              replacement or  reinstatement  value against a minimum of fire and
              catastrophe  perils  plus  theft and any other  perils  (including
              terrorism)  which  might  normally  be insured  against by persons
              carrying  on the same  business  as that  carried on by such Group
              Company [or are required under the terms of any lease)].

9.2.2         Each  Group  Company  is now and has at all  material  times  been
              insured for any  consequential  losses to the  business  caused by
              accident,  damage,  injury,  third party loss  (including  product
              liability),  loss of  profits  and other  risks  normally  insured
              against by persons carrying on the same business.

9.2.3         All  insurance  is  currently  in full force and  effect,  and all
              premiums  payable  in  respect of  insurance  policies  which have
              become  due have  been  duly  paid and  nothing  has

                                       49
<PAGE>

              been done or omitted to be done and so far as the `A' Shareholders
              are aware no circumstances have arisen which could make any policy
              of  insurance  void or voidable or which is likely to result in an
              increase in premium.

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

9.2.5         No  claim  is  outstanding  or may be made  under  any of the said
              policies  and  so  far  as  the  `A'  Shareholders  are  aware  no
              circumstances exist which are likely to give rise to such a claim.

9.2.6         The  information  in the  Disclosure  Letter  with  respect to the
              insurance  policies  is up to date and true  and  accurate  in all
              respects.

9.2.7         [The Group Companies have in force a professional indemnity policy
              to cover  liability for the Group  Companies  providing  advice to
              third parties.]

9.2.8         Each  Group  Company  is now and has at all  material  times  been
              indemnified  by insurance for its legal  liabilities  to employees
              for claims made against the Group Companies for death, illness and
              injury  arising out of their  employment  and to third parties for
              claims for injury or damage to  property  arising out of the Group
              Companies business activities or products supplied.

9.2.9         Each Group  Company has  recovered all benefits of any claims that
              it is entitled to and there are not now  outstanding any claims to
              which any of the Group Companies are entitled to.

9.3           LEASED ASSETS

9.3.1         No  circumstance  has arisen or is likely to arise in  relation to
              any  asset  held by a Group  Company  under  a  lease  or  similar
              agreement  whereby the rental  payable has been or is likely to be
              increased and, in particular, all such assets have at all relevant
              times been used for  qualifying  purpose  within the meaning of FA
              1980 s 64 and FA 1982 s 70.

9.4           EQUIPMENT IN WORKING ORDER

9.4.1         The  vehicles  and other  equipment  used in  connection  with the
              business of each Group Company:

              (a)           are in a good and safe state of repair and condition
                            (subject  to fair wear and  tear)  and  satisfactory
                            working  order and have been  regularly and properly
                            maintained;

                                       50
<PAGE>

              (b)           are in its  possession  and  control,  and  are  its
                            absolute property,  save for those items the subject
                            of the hire purchase,  leasing or rental  agreements
                            listed in the  Disclosure  Letter,  or in respect of
                            which  the   outstanding   payments  do  not  exceed
                            (pound)1,000 in aggregate;
              (c)           are  not   expected  to  require   replacements   or
                            additions   at   an   aggregate   cost   in   excess
                            of(pound)10,000  within six months  from the date of
                            this Agreement;
              (d)           are all capable  and so far as the `A'  Shareholders
                            are aware  (subject  to normal  wear and tear)  will
                            remain capable  throughout the respective periods of
                            time during  which they are each  written  down to a
                            nil value in the accounts of the Group Companies (in
                            accordance  with the normal  recognised  accountancy
                            principles  consistently  applied  prior to the date
                            hereof)  of  doing  the work for  which  there  were
                            designed or purchased.

9.4.2         Maintenance  contracts  are in full force and effect in respect of
              all assets of the Group Companies which it is normal or prudent to
              have  maintained by independent or specialist  contractors  and in
              respect  of all  assets  which any Group  Company  is  obliged  to
              maintain by independent or specialist  contractors  and in respect
              of all assets have been  regularly  maintained to a good 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.

9.5           INTELLECTUAL PROPERTY RIGHTS AND TRADE SECRETS

9.5.1         All  Intellectual  Property  Rights  used or required by any Group
              Company  in  connection  with its  business  are in full force and
              effect and are vested in and beneficially owned by it.

9.5.2         The  Group  Companies  are the sole  and  unencumbered  legal  and
              beneficial  owners of the  Intellectual  Property Rights listed in
              the Disclosure Letter and (where registration is possible) a Group
              Company  has been and is  registered  as  proprietor,  and each of
              those  Intellectual  Property  Rights is valid and enforceable and
              not restricted in any way, and so far as the `A'  Shareholders are
              aware none of them is being used, claimed,  opposed or attached by
              any other person.

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<PAGE>

9.5.3         No right or  licence  has been  granted to any person by any Group
              Company  to use in any  manner or to do  anything  which  would or
              might otherwise  infringe any of the Intellectual  Property Rights
              referred to above; and no act has been done or omission  permitted
              by any Group Company whereby they or any of them have ceased .

9.5.4         The business of each Group  Company  (and of any licensee  under a
              licence  granted by any Group  Company) as now carried on does not
              and infringe any  Intellectual  Property Right of any other person
              (or  would  not do so if the same  were  valid)  or give rise to a
              liability to pay compensation  pursuant to the Patents Act 1977 ss
              40 and 41 and all licences to any Group  Company in respect of any
              such protection are in full force and effect.

9.5.5         So far as the `A'  Shareholders are aware none of the Intellectual
              Property Rights is currently being infringed by any third party or
              has been so infringed in the six year period preceding  Completion
              and no third party has threatened any such infringement.

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

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

9.5.8         Nothing has been done or omitted by any Group  Company which would
              enable any licensee under a licence  granted by a Group Company to
              be terminated or which in any way constitutes a breach of terms of
              any licence.

9.6           CONFIDENTIAL INFORMATION

9.6.1         No  Group  Company  uses  any  processes  or  is  engaged  in  any
              activities   which   involve   the  misuse  of  any   confidential
              information  belonging  to any third party and no  allegations  of
              such misuse have been made.

9.6.2         No Group  Company is aware of any actual or alleged  misuse by any
              person of any of its Confidential Information.

9.6.3         No  Group   Company  has  disclosed  to  any  person  any  of  its
              Confidential Information except where such disclosure was properly
              made in the normal course of the Group Company's  business and was
              made subject to an agreement  under which the recipient is obliged
              to maintain the  confidentiality of such Confidential  Information

                                       52
<PAGE>

              and is restrained  from further  disclosing or using it other than
              for the purposes for which it was disclosed by the Group Company.

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

9.6.5         No Group Company is a party to any secrecy  agreement or agreement
              which may restrict the use or disclosure of information.

9.7           COMPUTER SYSTEMS

9.7.1         The Computer  Systems  used in the course of the Group  Companies'
              business  have been  satisfactorily  maintained  and supported and
              have  the  benefit  of  an  appropriate  maintenance  and  support
              agreement terminable by the contractor by not less than 12 months'
              notice and no notice has been given  either by a Group  Company or
              the contractor terminating such agreement.

9.7.2         Disaster  recovery  plans are in effect and are adequate to ensure
              that the Computer  Systems can be replaced or substituted  without
              any material disruption to the business of the Group Companies.

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

9.7.4         The Group  Companies  have  sufficient  technically  competent and
              trained employees to ensure proper handling, operation, monitoring
              and use of the Computer Systems.

9.7.5         The Group  Companies have adequate  procedures to ensure  internal
              and  external   security  of  the  Computer   Systems,   including
              procedures  for taking and  storing  on-site and  off-site  backup
              copies of computer programs and data.

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

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<PAGE>

9.7.7         All necessary  back-up  systems are utilised to ensure that in the
              event  of any  fault in any  Computer  Systems  used by the  Group
              Companies,  no more than one day's data might be lost, and no such
              faults have occurred in the last twelve months.

9.7.8         During the twelve months prior to the date of Completion,  none of
              the  Computer  Systems  has failed  whether by reason of bugs,  or
              equipment  breakdown,   or  for  any  other  reason  ("Performance
              Failure")  such as to cause  significant  or repeated  disruption,
              interruption or loss to the business of any of the Group Companies
              and the Warrantors are not aware of any circumstances  existing at
              the date of Completion  which could result in the  occurrence of a
              Performance Failure.

10.           PROPERTIES

10.1          TITLE

10.1.1        The Properties comprises the only properties occupied or otherwise
              used in connection with its business by the Group.

10.1.2        The  Properties  were  occupied or otherwise  used by the Group in
              connection  with its  business  under a lease dated 27th July 1999
              and made  between A R Thompson,  T M Thompson  and J E Wickham (1)
              and McMillan  Partnership  Limited (2). This lease expired on 10th
              July 2000 and the Group remain in occupation as a tenant at will.

10.2          STATUTORY OBLIGATIONS

10.2.1        The `A'  Shareholders  have not received  notice of any breach nor
              are  they  aware of  there  being  any  breach  of any  applicable
              statutory and byelaw  requirements  with respect to the Properties
              and in particular (but without limitation) with requirements as to
              fire  precautions  and  means of  escape  in case of fire and with
              requirements  under the Public  Health Acts the  Housing  Acts the
              Highways Acts the Offices Shops and Railway  Premises Act 1963 the
              Health and Safety at Work etc Act 1974 and the Factory Acts.

10.2.2        The `A'  Shareholders  have not received  notice of any breach nor
              are they aware of there being any  outstanding  and  unobserved or
              unperformed  obligations with respect to the Properties  necessary
              to comply with the  requirements  (whether  formal or informal) of
              any competent authority exercising statutory or delegated powers.

10.3          LEASEHOLDS

                                       54
<PAGE>

10.3.1         The Subsidiary  has paid the rent and has not received  notice of
               any  breach  of and the 'A'  Shareholders  are not  aware  of any
               breach  of 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 (or  receipts  for rent if issued) was
               unqualified.

10.3.2         All licences,  consents and approvals  required from the landlord
               and any superior landlords and from their respective  mortgagees,
               if any, under the lease of the Properties  have been obtained and
               the  covenants  on the part of the  Subsidiary  contained in such
               licences,  consents and  approvals  have been duly  performed and
               observed.

10.3.3         The Group does not have any  continuing  liability  in respect of
               any other property formerly owned or occupied by the Group either
               as original contracting party or by virtue of any direct covenant
               having  been given on a sale or  assignment  to the Group or as a
               surety for the  obligations  of any other  person in  relation to
               such property.

11.            PENSION SCHEMES

11.1           Save  for the  Pension  Schemes  the  Group is not a party to nor
               participates  in nor  contributes  to any  scheme,  agreement  or
               arrangement   (whether  legally   enforceable  or  not)  for  the
               provision  of  any  pension,   retirement,   death,   incapacity,
               sickness, disability,  accident or other like benefits (including
               the payment  after  cessation of  employment  with the Company of
               medical  expenses)  for  any  Relevant  Employee  or  the  widow,
               widower, child or dependant of any Relevant Employee.

11.2           Save in  relation  to the  existing  pension  and other  employee
               benefits payable by the Group as set out in the Bundle annexed to
               the Disclosure Letter the Group:

              (a)           has not given any undertaking or assurance  (whether
                            legally  enforceable or not) as to the  continuance,
                            introduction, improvement or increase of any benefit
                            of a kind described in paragraph 11.1, or

              (b)           is not paying and has not in the last two years paid
                            any such benefit,

               to (in  either  case)  any  Relevant  Employee  or to any  widow,
               widower, child or dependant of any Relevant Employee.

                                       55
<PAGE>

11.3           All  material   details  relating  to  the  Pension  Schemes  are
               contained in or annexed to the Disclosure Letter.

11.4           All benefits which are not money purchase  benefits and which are
               payable  under the  Pension  Schemes  on the death of any  person
               while in  employment  to which the  Pension  Schemes  relate  are
               insured  fully under a policy with an  insurance  company of good
               repute and there are no grounds on which that company might avoid
               liability  under that  policy.  All other  benefits  payable,  or
               prospectively or contingently payable,  under the Pension Schemes
               are money purchase  benefits.  In this paragraph  "money purchase
               benefits"  has the same meaning as in s. 181(1)  Pension  Schemes
               Act 1993.

11.5           Contributions  to the Pension Schemes are not paid in arrears and
               all  contributions  and other  amounts  which have fallen due for
               payment  have been paid  punctually.  No fee,  charge or  expense
               relating to or in connection  with the Pension  Schemes have been
               incurred  but not paid.  If any such fee,  charge or expense  has
               been  paid by any  person  other  than the  Pension  Schemes  the
               Pension  Schemes have reimbursed that person if and to the extent
               that the Pension Schemes is or may become liable so to do.

11.6           Each Group Company has observed and performed those provisions of
               the Pension Schemes which apply to it.

11.7           All  documentation  and records in respect of the Pension Schemes
               are up to  date  and so far as the  `A'  Shareholders  are  aware
               complete and accurate in all material respects.

11.8           Save for any  deposit  with a bank or  building  society the only
               assets which the Pension  Scheme has held are insurance  policies
               and annuity contracts with insurance companies of good repute.

11.9           The Pension Schemes:

               (a)            are exempt  approved scheme (within the meaning of
                              s. 592(1) Income and Corporation Taxes Act 1988);

                                       56
<PAGE>

               (b)            have at all  times  complied  with  and  had  been
                              administered  in  accordance  with all  applicable
                              laws,  regulations  and  requirements   (including
                              those of the Board of Inland  Revenue and of trust
                              law).

              Neither       the  Pension  Schemes  nor the Group is  engaged  or
                            involved in any  Proceedings  which relate to or are
                            in  connection  with  the  Pension  Schemes  or  the
                            benefits  thereunder  and no  such  Proceedings  are
                            pending  or  threatened   and  so  far  as  the  `A'
                            Shareholders  are aware there are no facts likely to
                            give rise to any such Proceedings. In this paragraph
                            11.10  "Proceedings"   includes  any  litigation  or
                            arbitration and also includes any  investigation  or
                            determination  by  the  Pension   Ombudsman  or  the
                            Occupational   Pension   Advisory  Service  and  any
                            complaint  under  any  internal  dispute  resolution
                            procedure established in connection with the Pension
                            Schemes

12.           ENVIRONMENTAL MATTERS

12.1          No claim of any violation  breach or infringement of Environmental
              Legislation has been made against any Group Company.

12.2          No writ summons order  enforcement  notice  prohibition  notice or
              other  notice has been  issued or served and no  direction  of the
              Secretary  of State  or of any  public  local  or other  statutory
              authority has been made with regard to the [Properties] and/or any
              activities  processes  or  substances  in or  over  or  under  the
              [Properties]  pursuant  to the  Environmental  Legislation  and no
              prosecutions have been instituted with respect thereto.

12.3          No  offence  has  been  committed  by a  Group  Company  on  or in
              connection with the  [Properties]  or any activities  processes or
              substances  in on over or under the  [Properties]  pursuant to the
              Environmental Legislation.

12.4          No notice, order, judgement, demand or letter requiring the taking
              of remedial or other action under or pursuant to the Environmental
              Legislation  has been served on or received by any Group  Company,
              and the `A' Shareholders are not aware of any

                                       57
<PAGE>

              circumstances  that would cause such  notice,  order,  judgement,
              demand or letter to be served on any Group Company.

12.5          The Group Companies have not received or applied for any grants or
              funds  from  any  public  local or other  statutory  authority  in
              connection with  environmental  improvements or reclamation on the
              Properties.

12.6          Neither the Group Companies or so far as the `A'  Shareholders are
              aware the Properties nor the business of the Group  Companies have
              been  the  subject  of  any  environmental  audit  any  evaluation
              assessment study or test.

                                       58
<PAGE>


                                   SCHEDULE 3
                                   ----------

                                     PART 2
                                     ------

                              PURCHASER WARRANTIES
                              --------------------

1.             The Purchaser is a corporation duly formed,  validly existing and
               in good  standing  under the laws of its state of  incorporation,
               with all necessary corporate power and authority under applicable
               laws to execute this Agreement and to consummate the transactions
               contemplated by this Agreement.

2.             The  execution  of  this  Agreement  and the  performance  by the
               Purchaser of its obligations  under this Agreement have been duly
               authorised by all necessary corporate action.

3.             The  Consideration  Stock,  upon its  delivery  to the Vendors in
               accordance with the provisions of this Agreement,  will have been
               duly  and  validly  authorised,   issued  and  delivered  by  the
               Purchaser and the Consideration Stock will be fully paid for .

4.             The Purchaser  previously  made  available to the Vendors and the
               Vendors by their execution of this Agreement  acknowledge receipt
               of, the following documents filed by the Purchaser with the SEC:

               SB-2/A 3 November  1999
               10QSB 16 November 1999
               424 B3 6 January 2000
               424 B3 14 January 2000
               NT 10-Q 15 February 2000
               10QSB 22 February 2000
               8K 20 March 2000
               8K 11 May 2000
               NT 10-Q 16 May 2000

5.             Since 1st April 2000 there has been no material adverse change in
               the  financial or trading  position or property of the  Purchaser
               PROVIDED  THAT the  Purchaser  gives

                                       59
<PAGE>

               no warranty in relation to movements in its stock price on NASDAQ
               OTC Bulletin Board as a result of unusual  market  conditions nor
               as a result of the announcement of the transactions  contemplated
               by this Agreement

                                       60
<PAGE>


                                   SCHEDULE 4

                                    TAX DEED
                                    --------

THIS DEED is made the                            2000

BETWEEN:

(1)      The persons  whose names and  addresses  are set out in the Schedule to
         this Deed ("the Covenantors"); and

(2)      Global Sources Limited (a Delaware Corporation) whose main office is at
         [ ] ("the Purchaser").

RECITAL:

This Deed is entered  into  pursuant  to an  agreement  ("the  Agreement")  made
between the  Covenantors  (1) and Andrew Maggs and others (2) and the  Purchaser
(3) relating to the sale of all the ordinary share capital of the Company.

THIS DEED WITNESSES THAT:
-------------------------

1.            DEFINITIONS

1.1           In this Deed words and expressions defined in the Agreement shall,
              except where otherwise  provided or expressly  defined below, have
              the  same  meaning  in  this  Deed  and  those  provisions  of the
              Agreement  dealing  with  construction  or  interpretation   shall
              (except where otherwise provided) apply as if expressly set out in
              this Deed.

1.2           In this Deed the  following  expressions  shall have the following
              meanings:

              "CLAIM" means any claim,  notice,  demand,  assessment,  letter or
              other document  issued,  or claim made, or action taken,  by or on
              behalf of any Tax Authority from which it appears that the Company
              is or may be subject to a liability  for Taxation  (whether or not
              it is primarily payable by the Company and whether or not the

                                       61
<PAGE>

              Company has or may have any right of reimbursement)  for which the
              Covenantors  are  or may  be  liable  to  make  a  payment  to the
              Purchaser under this Deed

              "EVENT" means any event, act, transaction (including completion of
              the  Agreement  in  accordance  with its  terms)  or  omission  of
              whatever  nature and without  limitation any receipt or accrual of
              any income or gains, and any distribution,  failure to distribute,
              acquisition,  disposal,  transfer,  payment,  loan or advance, and
              references  to an Event on or before  any date  shall be deemed to
              include  any  combination  of two or more Events only the first or
              some of which  shall have  taken  place or be deemed to have taken
              place on or before that date

              "RELIEF" means any relief, loss,  allowance,  exemption,  set-off,
              deduction,  right to  repayment  or  credit  or other  relief of a
              similar nature in computing or against profits, income or gains of
              any  description or from any source,  or credit  against  Taxation
              pursuant to any legislation or otherwise

              "TAX   AUTHORITY"   means   any   fiscal,   revenue,    statutory,
              governmental,  federal,  state,  provincial,  municipal authority,
              body or  official  thereof  including  the Inland  Revenue and H M
              Customs and Excise whether of the United Kingdom or elsewhere

              "TAXATION"  means any  taxation,  duty,  levy,  charge,  impost or
              contribution  of  whatever  nature  (whether  or not  the  same is
              primarily  payable by the  Company  and whether or not the Company
              has or may  have any  right of  reimbursement  against  any  other
              person)  imposed by any Tax  Authority  whenever  imposed  and any
              interest  surcharge  penalty or fine in relation thereto except to
              the extent  that the same arise by reason of any  failure or delay
              on the part of the  Purchaser  in paying over to the  relevant Tax
              Authority any payment made hereunder by the Covenantors.

1.3           Any  reference  to  profits   includes  income  profits  or  gains
              (including  capital  gains) of any  description or from any source
              and  reference  to  profits  earned  accrued or  received  include
              profits  deemed  to have been or  treated  as  earned  accrued  or
              received.

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<PAGE>

1.4           Any reference to a liability  for Taxation  shall include not only
              liabilities  of a Group  Company to make payments of or in respect
              of Taxation but also:
              (a)           the loss,  reduction  or set-off of any Relief where
                            such Relief has been taken into account in computing
                            and  so  reducing  any   provision  or  accrual  for
                            Taxation which appears in the Principal Accounts (or
                            which but for such Relief would have appeared in the
                            Principal Accounts);
              (b)           the  set-off  or  utilisation   against  profits  or
                            Taxation of any Relief which is not available before
                            Completion   and  arises  in  respect  of  an  Event
                            occurring after Completion where but for the set-off
                            or utilisation of such Relief the Company would have
                            had a liability for Taxation in respect of which the
                            Purchaser  would  have  been  able  to  make a claim
                            against the Covenantors under this Deed;
              (c)           the  loss,  reduction  or  set-off  of  a  right  to
                            repayment of Taxation; and
              (d)           and  liability to make a payment by way of indemnity
                            or  damages,  or any  other  payment  pursuant  to a
                            contract or arrangement, in each case arising out of
                            or  in  connection   with  Taxation;

              and in such  circumstances the amount of the repayment which would
              otherwise have been obtained or the amount of Taxation which would
              have been  saved by the  Relief  shall be treated as the amount of
              the liability for Taxation as appropriate.

2.            COVENANT TO PAY

2.1           Subject as provided  below,  the Covenantors for themselves and on
              behalf of their respective  personal  representatives  jointly and
              severally  covenant with the Purchaser  that they will each pay to
              the Purchaser an amount equal to:

2.1.1         any  liability for Taxation of a Group Company which relates to an
              Event  occurring  on or before  Completion  or in  respect  of any
              profits earned accrued or received on or before Completion; and

2.1.2         any  depletion  or reduction in the value of the assets of a Group
              Company or any increase in its liabilities  arising as a result of
              any  liability of a Group Company to repay in whole or in part any
              payment for group  relief or payment for the  surrender of surplus
              advance corporation tax received on or before Completion; and

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<PAGE>

2.1.3         any reasonable costs and expenses  properly incurred or payable by
              the  Purchaser  or a  Group  Company  in  connection  with  or  in
              consequence of any of the foregoing; and

2.1.4         any liability for inheritance tax which:

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

2.1.4.2       after  Completion  gives  rise to a charge on any of the shares or
              assets  of any  Group  Company  or  gives  rise to a power to sell
              mortgage  or charge  any of the  shares of any Group  Company  and
              which arises as a result of a transfer of value occurring or being
              deemed  to  occur  on or  before  Completion  (whether  or  not in
              conjunction  with the  death  of any  person  whenever  occurring)
              provided  that  any  right  to pay  tax by  instalments  shall  be
              disregarded and the provisions of section 213 IHTA shall not apply
              to any payment falling to be made under this sub-clause; and

2.1.5         any payment made by any Group  Company  between the Last  Accounts
              Date and Completion in circumstances  where a liability would have
              fallen upon the  Covenantors  under this clause 2.1.5 but for such
              payment; and

2.1.6         any  liability  for Taxation of any Group Company or the Purchaser
              arising  as a result of or in  consequence  of the  failure of any
              person (other than any Group Company or the Purchaser) at any time
              to pay any amount of Taxation  under section 767A or 767AA ICTA or
              otherwise, where the person who has failed to pay such Taxation is
              a  Covenantor,  a company  controlled  by a Covenantor  within the
              meaning of sections  416 or 767B(4) or any person  connected  with
              any  Covenantor  within  the  meaning of s839 ICTA or is a company
              which at any time prior to Completion controlled or was controlled
              by any Group Company within the meaning of Sections 416 or 767B(4)
              ICTA.

3.            EXCLUSIONS

3.1           The  covenant  in  clause 2 shall not  apply to any  liability  to
              Taxation:

3.1.1         for which any Group Company is or may become liable as a result of
              transactions affected in the ordinary course of its business after
              the Last Accounts Date and on or before Completion  provided that,
              that for such purposes none of the following  shall

                                       64
<PAGE>

              be regarded as an Event which has occurred in the ordinary  course
              of the Company's business:

              (a)           any Event  giving rise to a liability  for  Taxation
                            under Part VIII Taxes  Management  Act 1970 (charges
                            on non-residents);
              (b)           any Event  giving rise to a liability  for  Taxation
                            under  Part XVII  Taxes  Act 1988  (tax  avoidance);
                            3.1.2 to the  extent  that  liability  is  expressly
                            excluded or limited under the provisions of Schedule
                            6 to the Agreement;

3.1.3         is a liability to United Kingdom stamp duty on the transfer of the
              Shares to the Purchaser.

4.            MITIGATION

4.1           If the  Company or the  Purchaser  receives a Taxation  benefit or
              makes a Taxation  saving which it would not have  received or made
              but for the circumstances giving rise to a liability in respect of
              which  the  Covenantors  have  made  a  payment  under  this  Deed
              (including, without prejudice to the foregoing, as a result of the
              utilisation of advance corporation tax), then:

4.1.1         the  Purchaser  shall  procure  that full  details of the Taxation
              benefit or Taxation saving are given in writing to the Covenantors
              forthwith  and that such  benefit or  Taxation  saving is utilised
              promptly;

4.1.2         the amount of the Taxation  benefit or Taxation saving  (including
              any interest or repayment  supplement) shall, when and only to the
              extent the utilisation  results in an actual repayment of Taxation
              or the  reduction of any Taxation  which would  otherwise  then be
              payable to the relevant  Taxation  Authority to the extent it does
              exceed  the  amount  paid by the  Covenantors  in  respect  of the
              relevant  claim under clause 2 ("Relevant  Amount"),  first be set
              against any sums then owing by the Covenantors under this Deed;

4.1.3         so far as not exhausted  under clause 4.1.2 the Relevant Amount of
              the Taxation  benefit or Taxation  saving shall be set against any
              future  liabilities of the Covenantors under this Deed or pursuant
              to the Warranties relating to Taxation; and

4.1.4         so far as not exhausted  under clauses 4.1.2 and 4.1.3 a refund of
              the  balance  of  any  Relevant   Amount  shall  be  made  to  the
              Covenantors,  on the later of the first business day following the
              7th  anniversary  of the date of Completion or the date upon which

                                       65
<PAGE>

              any outstanding  claim under this Deed or the Warranties  relating
              to Taxation is finally settled, of any payments previously made by
              the Covenantors hereunder up to the amount of the excess.

4.2           Where  the  Covenantors  have  made a  payment  to  the  Purchaser
              pursuant to the covenant  contained in clause 2 and the  Purchaser
              is entitled to recover from any other  person  (other than a Group
              Company  or any of the  Covenantors)  any sum  (other  than one to
              which clause 4.1 applies) in respect of the liability for Taxation
              to which such payment  related the Purchaser shall (at the written
              request  of and at the  expense  of the  Covenantors  and upon the
              Covenantors  providing an indemnity and security to the reasonable
              satisfaction  of  the  Purchaser  against  all  losses,  costs  or
              expenses  which may thereby be  incurred)  take such action as the
              Covenantors  shall  reasonably  request to enforce  such  recovery
              against the person in question. The Purchaser shall account to the
              Covenantors for any sum so recovered  (including any interest paid
              by such  person)  less any  Taxation (if any) on such sum up to an
              amount not  exceeding the related  amount paid by the  Covenantors
              under clause 2 and not previously repaid to the Covenantors within
              14 business days of the Purchaser obtaining the relevant recovery.

5.            CONDUCT OF CLAIMS

5.1           The Purchaser shall:

5.1.1         notify the  Covenantors in writing of any Claim which comes to its
              notice; and

5.1.2         where  a  time  limit  for  appeal  applies  to  the  Claim,  give
              notification  as soon as  reasonably  possible  after  the date on
              which the Claim  comes to the  notice of the  Purchaser  and in no
              case later than 10 days before the later of 5 business  days after
              the  Purchaser  becomes aware of the Claim and the latest date for
              making an appeal  expires but,  where no time limit applies or the
              period  to  which  the  limit  relates  has  not  commenced,   the
              notification  shall  be  given  within  60 days  of the  Purchaser
              becoming aware of the relevant Claim;

              PROVIDED  THAT the giving of such notice  shall not be a condition
              precedent to the liability of the Covenantors under this Deed.

                                       66
<PAGE>

5.2           Subject to the Covenantors indemnifying and securing the Purchaser
              to  its  reasonable   satisfaction  in  respect  of  any  Taxation
              additional  Taxation losses fines penalties interest charges costs
              and expenses the Purchaser  shall  (subject to clauses 5.3 and 5.4
              below) take such  action as [ ] (or such other  person as may from
              time  to time be  notified  in  writing  to the  Purchaser  by the
              Covenantors) on behalf of the  Covenantors may reasonably  require
              to dispute, resist, appeal, compromise or defend such Claim to the
              intent that the  Covenantors  shall (through such person) have the
              right to have any such action  conducted by professional  advisers
              nominated by them provided that:

              (a)           the   Covenantors   have  been   advised   by  their
                            solicitors  or  other  professional  advisers  after
                            disclosure of all relevant information and documents
                            that it is  reasonable  to resist  such Claim in the
                            manner proposed by the Covenantors;

              (b)           all communications  written or otherwise relating to
                            a  Claim  which  are to be  transmitted  to any  Tax
                            Authority  or its  advisers or agents shall first be
                            submitted  to the  Purchaser  for approval and shall
                            only be  transmitted if such approval is given (such
                            approval   not  to  be   unreasonably   withheld  or
                            delayed);

              (c)           the  Purchaser  shall be kept fully  informed of all
                            matters  pertaining thereto and shall be entitled to
                            see copies of all relevant correspondence;

              (d)           no  settlement  or  compromise of the Claim which is
                            the subject of the dispute nor any  agreement of any
                            matter  in the  conduct  of such  dispute  which  is
                            likely to affect the future liability of the Company
                            in respect of Taxation or their  relationships  with
                            any Tax Authority  shall be made by the  Covenantors
                            without the prior written  approval of the Purchaser
                            (such  approval not to be  unreasonably  withheld or
                            delayed).

5.3           The Purchaser  shall not be obliged to take any action pursuant to
              this clause 5 which  involves  contesting a Claim beyond the first
              appellate  body  (excluding  the  authority or body  demanding the
              Taxation  the subject of the Claim and the General  Commissioners,
              Special  Commissioners,  Value  Added Tax and Duties  Tribunal  or
              similar body) in the jurisdiction concerned unless the Covenantors
              shall have first

                                       67
<PAGE>

              obtained a written  opinion of a Tax  Counsel of more than 7 years
              standing  confirming  that the  action  will,  on the  balance  of
              probabilities, succeed.

5.4           If any of the Covenantors shall or (before the date of Completion)
              the  Company  or any of  its  officers  or  employees  shall  have
              committed  acts or  omissions  which are  alleged by any  Taxation
              Authority  to be  fraudulent,  clause 5.2 shall not apply or shall
              cease to have effect.

5.5           The Purchaser shall ensure so far as is able that a Claim is dealt
              with  solely  under  this  clause  and,  so far  as is  reasonably
              practicable, dealt with separately from other claims.

6.            PAYMENTS

6.1           Where the  Company is to make or has made any  payment of Taxation
              in respect  of which the  Covenantors  are  required  pursuant  to
              clauses 2.1.1,  2.1.4, 2.1.5 or 2.1.6 above to pay the Covenantors
              shall pay to the  Purchaser  an amount equal to the amount of such
              payment five business days prior to the date on which the Taxation
              in question is or was payable to the Taxation Authority,  official
              or person demanding the same.

6.2           Notice of the  amount of the  payment  required  to be made by the
              Covenantors   under  clause  2.1.1  (in  the  case  of  the  loss,
              reduction,  set-off  or  utilisation  of some  Relief  or right to
              repayment  of  Taxation)  or under  clause  2.1.2  above  shall be
              certified in writing by the Purchaser.  If requested by and at the
              expense  of the  Covenantors  the notice of such  amount  shall be
              certified by the Purchaser's  auditors  (acting as experts and not
              as arbitrators)  and shall (save for manifest error) be conclusive
              and binding on the  Covenantors.  The  Covenantors  shall pay such
              amount to the  Purchaser  on or  before  the  fifth  business  day
              following the date of demand.

6.3           The costs and expenses  referred to in clause 2.1.3 above shall be
              paid by the Covenantors on demand.

                                       68
<PAGE>


6.4           Any sum not paid  under  this  Deed on the due  date  for  payment
              thereof  shall bear  interest  (which shall accrue from day to day
              after as well as  before  judgment)  at the rate of 3 per cent per
              annum above the base rate for the time being of [ ] Bank Plc.

7.            WAIVER

7.1           No delay or omission of the  Purchaser  in  exercising  any right,
              power or privilege  hereunder  shall  impair such right,  power or
              privilege or be  construed  as a waiver  thereof and any single or
              partial  exercise of any such right,  power or privilege shall not
              preclude the further or subsequent exercise of any right, power or
              privilege.  The rights and remedies of the  Purchaser  provided in
              this Deed are  cumulative  and not  exclusive  of any  rights  and
              remedies provided by law.

8.            TAXATION

8.1           Subject to clause 8.2 and as  hereinafter  provided  all  payments
              made by the  Covenantors  under this Deed shall be made gross free
              of  any  rights  of   counterclaim  or  set-off  and  without  any
              deductions or withholdings of any nature.

8.2           If the  Covenantors  are required by law to make any deductions or
              withholding  from any payment  hereunder  they shall do so and the
              sum due from the  Covenantors  in respect of such payment shall be
              increased to the extent  necessary to ensure that after the making
              of such  deduction  or  withholding  the  Purchaser  receives  and
              retains  (free and clear of any  liability  in respect of any such
              deduction or withholding) a net sum equal to the sum it would have
              received  and  retained  had  no  deduction  or  withholding  been
              required to be made.

8.3           If the Purchaser is satisfied that any payment required to be made
              by the Covenantors  under this Deed will be or has been subject to
              Taxation the Purchaser may demand in writing from the  Covenantors
              from time to time such  amount  (after  taking  into  account  any
              Taxation  payable in respect of such  amount) as will  ensure that
              the  Purchaser  receives and retains a net sum equal to the sum it
              would have  received had the payment not been subject to Taxation.
              Notice  of such  amount  shall  be

                                       69
<PAGE>

              certified in writing by the Purchaser.  If requested by and at the
              expense  of the  Covenantors  the notice of such  amount  shall be
              certified by the Purchaser's  auditors  (acting as experts and not
              as  arbitrators)  and  shall  be  conclusive  and  binding  on the
              Covenantors.   The  Covenantors  shall  pay  such  amount  to  the
              Purchaser on or before the fifth  business day  following the date
              of demand.

9.            GENERAL

9.1           [The provisions of clauses 11.3, 11.6, 11.9, 11.10,  11.11, 11.12,
              11.13,  11.14, 11.15, 11.16 and 11.17 of the Agreement shall apply
              to this  Deed as if set out in full  herein  but  with  references
              therein to `this  Agreement'  replaced  with  references  to "this
              Deed"  and  with   references  to  "the  Vendors"   replaced  with
              references to "the Covenantors".]

                                       70
<PAGE>

                                    SCHEDULE

                       NAMES AND ADDRESSES OF COVENANTORS
                       ----------------------------------

Angela Phillips
12 Drummond House
Balmoral Gardens
Windsor
Berkshire  SL4 3SG

Scott Chambers
31 Springhill Road
Goring on Thames
Reading
Oxfordshire RG8 0BY

Shawn O'Rourke
30 Brown Candover
Alresford
Hampshire
SO24 9TR

                                       71
<PAGE>


EXECUTED  AND  DELIVERED  as a DEED       )
and  DELIVERED  by Angela  Phillips in the)
presence of:                              )


Signature: ..........................................

Name: ...............................................

Address: ............................................

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

Occupation:..........................................

EXECUTED  AND  DELIVERED as a DEED          )
and  DELIVERED by Scott  Chambers by in the )
presence of:                                )



Signature: ..........................................

Name: ...............................................

Address: ............................................

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

Occupation:..........................................


EXECUTED AND DELIVERED as a DEED            )
and  DELIVERED by Shawn  O'Rourke by in the )
presence of:                                )


Signature: ..........................................

Name: ...............................................

Address: ............................................

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

Occupation:..........................................

                                       72
<PAGE>



EXECUTED as a DEED by                                   )
GLOBAL SOURCES LIMITED                                  )
In the presence of:-                                    )

Signature: ..........................................

Name: ...............................................

Address: ............................................

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

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

Occupation...........................................

                                       73
<PAGE>


SCHEDULE 5

                  SHORT PARTICULARS OF THE LEASEHOLD PROPERTIES
                  ---------------------------------------------

All that leasehold property being ground floor offices and basement at Parkside,
Basingstoke  Road,  Spencers  Wood,  Reading  being  part  only of the  property
registered with Absolute Freehold Title under Title Number BK 280652 and for the
purposes of identification only edged red on Plan No. 1 annexed to a lease dated
27th July 1999 and made  between (1) A R Thompson,  T M Thompson and J E Wickham
and (2) The Subsidiary.

                                       74
<PAGE>


                                   SCHEDULE 6

                     `A' SHAREHOLDERS PROTECTION PROVISIONS
                     --------------------------------------

1.            The Warranties  (other than those  contained in paragraphs 2.1 and
              3.1 of Schedule 3) and, to the extent  expressly  provided in this
              Schedule (but not otherwise),  the covenants contained in clause 2
              of the Tax  Deed  shall be  qualified  by the  provisions  of this
              Schedule.

2.            The `A'  Shareholders  shall not be liable in respect of any claim
              under the  Warranties  to the  extent  that the  matter or matters
              giving rise to such claim are fairly  disclosed in the  Disclosure
              Letter.

3.            The liability of the `A'  Shareholders in respect of any breach of
              the  Warranties  (and to the extent  expressly so provided in this
              paragraph  3 but not  otherwise)  of the  covenants  contained  in
              clause 2 of the Tax Deed shall be limited as follows:

3.1           the aggregate  maximum liability of any of the `A' Shareholders in
              respect of all and any claims under the  Warranties  and under the
              Tax Deed  shall in each case in no event  exceed  the lower of the
              Initial  Consideration paid to him and the value from time to time
              of the  Consideration  Stock  allotted  to him in  respect  of the
              Initial Consideration;

3.2           the `A' Shareholders shall not be liable in respect of all and any
              Warranty Claim made by the Purchaser  under the Warranties  unless
              and until

3.2.1         the  aggregate  cumulative  liability of the `A'  Shareholders  in
              respect of all and any such claims exceeds  (pound)30,000 in which
              event the `A'  Shareholders  shall be liable for the entire amount
              of such liability and not merely the excess of such liability over
              (pound)30,000; and

3.2.2         the liability of the `A'  Shareholders  under any individual claim
              (taken  together with claims  arising from the same subject matter
              exceeds (pound)3,000.

4.            The `A'  Shareholders  shall not be liable in respect of any Claim
              unless notice of such claim shall have been given by the Purchaser
              in the case of a claim in  respect  of the  Warranties  set out in
              section [5] of Schedule 3 to this  Agreement and a claim under the
              Tax  Deed  before  the  expiry  of 7 years  from  the date of this
              Agreement,  and in

                                       75
<PAGE>

              the case of all other claims before the expiry of 2 years from the
              date of this Agreement.

5.            No Warranty  Claim shall be deemed to have been made unless notice
              of  such  claim  was  made  in  writing  to the  `A'  Shareholders
              specifying in such  reasonable  detail as is then available to the
              Purchaser  the event or matter to which the claim  relates and the
              nature of the breach and an estimate based on the information then
              available to the Purchaser of the amount of the claim.

6.            Any claim in  respect  of which  notice  shall  have been given in
              accordance  with  paragraph 4 above shall (except in the case of a
              claim in respect of the  Warranties in section 5 of Schedule 3) be
              deemed to have been  irrevocably  withdrawn and lapsed (not having
              been previously satisfied, settled or withdrawn) if proceedings in
              respect of such  claim have not been  issued and served on the `A'
              Shareholders  not later than the later of the expiry of the period
              of 9 months  after the date of such  notice,  or the expiry of the
              period  of 9  months  after  the  date  upon  which  a  contingent
              liability ceases to be contingent and becomes actual.

7.            Where the Purchaser and/or any Group Company is or is likely to be
              entitled to recover  from some other  person any sum in respect of
              any matter  giving  rise to a claim for breach of the  Warranties,
              and such  recovery  will not,  in the  reasonable  opinion  of the
              Purchaser,  affect the future business  relationships of the Group
              Companies  or  their   goodwill   then,   provided  that  the  `A'
              Shareholders   indemnify   and   secure  the   Purchaser   to  its
              satisfaction in respect of its costs,  the Purchaser shall procure
              that  reasonable  steps are taken to enforce such  recovery and if
              any sum is so recovered then either the amount then payable by the
              `A'  Shareholders  in respect of that claim shall be reduced by an
              amount equal to the sum so recovered  (less the  reasonable  costs
              and  expenses of  recovering  it and any  Taxation  payable by the
              Purchaser  or a Group  Company as a result of its  receipt) or (if
              any  amount  shall  already  have  been  paid  by any  of the  `A'
              Shareholders  in respect of that  claim)  there shall be repaid to
              the `A'  Shareholders  an amount  equal to the amount so recovered
              (less the  reasonable  costs and  expenses of its recovery and any
              Taxation  payable by the  Purchaser or a Group Company as a result
              of its  receipt)  or (if less) the amount of such  payment (to the
              extent not previously repaid by the Purchaser).

                                       76
<PAGE>

8.            The `A'  Shareholders  shall have no liability (or such  liability
              shall be reduced) in respect of any Claim:

8.1           if and to the extent that  provision  or reserve for or in respect
              of the  liability  or other  matter  giving rise to such claim has
              been made in the Principal Accounts or in the Management Accounts;

8.2           save where  otherwise  indicated  if and to the  extent  that such
              claim occurs or is increased as a result of any change in Taxation
              legislation  after  the date of this  Agreement  (or any  Taxation
              legislation  not in  force at the  date of this  Agreement)  which
              takes effect  retrospectively  or the withdrawal after the date of
              this  Agreement of any published  concession or published  general
              practice  previously  made by the Inland  Revenue or other  taxing
              authority;

8.3           if and to the extent that such claim  occurs or is  increased as a
              result of any  increase  in the rate of  Taxation  in force at the
              date of this Agreement;

8.4           if and to the  extent  that any claim  occurs as a result of or is
              otherwise  attributable  to the  Purchaser  or any  Group  Company
              disclaiming after Completion any part of the benefit of capital or
              other allowances  against Taxation claimed by any Group Company on
              or before the date of this Agreement;

8.5           if and to the  extent  that  such  claim  is  attributable  to any
              voluntary act or omission of or transaction or arrangement carried
              out by the  Purchaser  or any  Group  Company  after  the  date of
              Completion  otherwise  than in the ordinary  course of business or
              pursuant to a legally binding obligation entered into by any Group
              Company  prior to  Completion  and  otherwise  than at the written
              request of any of the `A' Shareholders;

8.6           if and to the  extent  that such  claim  would not have  arisen or
              would  have been  reduced  or  eliminated  but for the  failure or
              omission on the part of any Group  Company and  otherwise  than at
              the  written  request of any of the `A'  Shareholders  to make any
              claim, election, surrender or disclaimer or give notice or consent
              or do any other thing under the  provisions  of any  enactment  or
              regulation  relating to Taxation  after the date of Completion the
              making  giving  or  doing of  which  was  taken  into  account  in
              computing the provision for Taxation in the Principal Accounts;

8.7           if and to the extent that such claim  relates to a  liability  for
              Taxation  which  would not have  arisen but for any  winding up or
              cessation  after the date of  Completion  of any trade or business
              carried on by any Group Company;

                                       77
<PAGE>

8.8           if and to the extent  such claim  would not have  arisen but for a
              change of accounting policy or practice of any Group Company after
              the  date of  Completion  other  than to  comply  with  any law or
              generally  accepted  accounting  practice  in force at the date of
              Completion  or would  not  have  arisen  but for a  change  in the
              accounting reference date of any Group Company after Completion.

9.            For the avoidance of doubt the Purchaser  shall not be entitled to
              recover  damages  in  respect  of  any  claim  for  breach  of the
              Warranties  and/or of the  covenants  contained in the Tax Deed to
              the extent it has  already  made  recovery  in respect of the same
              loss or damage under this Agreement or the Tax Deed.

10.           Any  payment by the `A'  Shareholders  in respect of a Claim shall
              pro tanto reduce the purchase price accordingly.

                                       78
<PAGE>

                                   SCHEDULE 7
                                   ----------

                     PURCHASE PRICE ADJUSTMENT CONSIDERATION

1.            INTERPRETATION

              In this Schedule 7 the following  words and  expressions  have the
              following meanings:

              "ADDITIONAL 2001 CONSIDERATION"  means a sum equal to $1 for every
              $1 by which the Group  Profits in respect of the First  Accounting
              Period  exceed $0,  subject to a maximum  payment of $750,000  and
              subject to adjustment as provided by Schedule 7

              "ADDITIONAL 2002 CONSIDERATION"  means a sum equal to $1 for every
              $1 by which the Group Profits in respect of the Second  Accounting
              Period exceed $0,  subject to a maximum  payment of $1,750,000 and
              subject to adjustment as provided by Schedule 7

              "ADDITION 2003 CONSIDERATION" means a sum equal to $1 for every $1
              by which the  Group's  Profits in respect of the Third  Accounting
              Period exceed $0,  subject to a

                                       79
<PAGE>

              maximum  payment  of  $2,500,000  and  subject  to  adjustment  as
              provided by Schedule 7

              "AGREED  CLAIM"  means a Claim (as defined in this  Schedule 7) in
              respect  of  which it has been  finally  determined  by a court of
              competent jurisdiction from which there is no appeal or from whose
              judgment the `A'  Shareholders  or the  Purchaser (as the case may
              be) do or does not appeal within in any  applicable  time limit or
              in respect of which it has been agreed  between  the parties  that
              the `A' Shareholders have a liability;

              "CLAIM" means a Warranty Claim and/or a Tax Deed Claim which shall
              be  notified  to the `A'  Shareholders  in  accordance  with  this
              Agreement  and/or the Tax Deed  prior to a Payment  Date and which
              shall  specify the amount  alleged to be due in respect of it from
              the `A'  Shareholders  either to the Purchaser (on its own account
              or as trustee for a Group Company) or to a Group Company;

              "EXCHANGE  RATE"  means the average  spot rate of Chase  Manhattan
              Bank  prevailing in New York for the Foreign  exchange market (and
              for the purpose of calculating  Group Profits,  calculated at 11am
              on the last Business Day of the Relevant Accounting Period

              "FIRST ACCOUNTING  PERIOD" means the twelve month financial period
              of the Group ending 30th June 2001

              "GROUP  PROFITS"  means the  profits of the Group in any  Relevant
              Accounting   Period  before  tax  and  dividend  payments  and  as
              converted (where appropriate) from pound sterling to US dollars of
              the Exchange Rate

              "PAYMENT  DATES"  means  a date  for  payment  of  Purchase  Price
              Adjustment  Consideration in accordance with the provision of this
              Schedule 7

              "PURCHASE PRICE  ADJUSTMENT  CONSIDERATION"  means the additional
              consideration  calculated in accordance with Schedule 7 and being
              the aggregate of Additional

                                       80
<PAGE>

              2001  Consideration,  Additional 2002 Consideration and Additional
              2003 Consideration

              "PURCHASE PRICE  ADJUSTMENT  CONSIDERATION  ISSUE PRICE" means the
              average  between  the bid price  and the ask  price of the  common
              stock of the  Purchaser  on the  NASDAQ  OTC  Bulletin  Board,  as
              calculated  from the published  NASDAQ OTC Bulletin Board List for
              the ten dealing  days up to and  including  the third  dealing day
              prior to the date that the Purchase Price Adjustment Consideration
              becomes payable pursuant to this Schedule 7

              "RELEVANT  ACCOUNTING  PERIOD"  means any of the First  Accounting
              Period or the  Second  Accounting  Period or the Third  Accounting
              Period (as the case may be)

              "SECOND ACCOUNTING PERIOD" means the twelve month financial period
              of the Group ending 30th June 2002

              "THIRD ACCOUNTING  PERIOD" means the twelve month financial period
              of the Group ending 30th June 2003

2.            CALCULATION OF THE GROUP'S  PROFITS AND PURCHASE PRICE  ADJUSTMENT
              CONSIDERATION

2.1           The Group  Profits  in any  Relevant  Accounting  Period  shall be
              established  or  determined  pursuant  to the  provision  of  this
              Schedule 7 provided that:

2.1.1         in the event  that in any  Relevant  Accounting  Period  the Group
              makes a loss than the amount of that loss shall be carried forward
              to  subsequent  Relevant  Accounting  Periods  for the  purpose of
              establishing  Group  Profits for  subsequent  Relevant  Accounting
              Periods;

2.1.2         in the event  that in any  Relevant  Accounting  period  the Group
              Profits exceed the maximum Purchase Price Adjustment Consideration
              payable for that Relevant  Accounting Period then any excess Group
              Profits shall be carried forward to subsequent relevant Accounting
              Periods  for  the  purpose  of  establishing   Group  Profits  for
              subsequent Relevant Accounting Periods;

                                       81
<PAGE>

2.1.3         in the event that cumulative Group Profits for all of the Relevant
              Accounting  Periods is less than  $2,250,000  then the  Additional
              2003 Consideration shall be zero;

2.1.4         Group  Profits  shall be  calculated  by reference to the Exchange
              Rate;

2.1.5         there shall be added back to Group Profits the amount of any bonus
              paid or payable to the `A' Shareholders  pursuant to the provision
              of clause 5 and Schedule 1 of the Service Agreements.

2.1.6         there  shall  be  added  back to  Group  Profits  in the  Relevant
              Accounting Period in which the expense is incurred,  any corporate
              expenses directly attributable to the Purchaser.

2.2           The Purchaser  undertakes to the `A'  Shareholders to use its best
              endeavours to procure that audited  accounts of the Group for each
              Relevant Accounting Period shall be prepared by the Company and an
              audit  report in  respect  of them  certified  by the  Purchaser's
              Accountants as soon as possible  after,  and in any event no later
              than 3 months after, the end of the Relevant  Accounting Period to
              which they relate.

2.3.1         Immediately following the audit by the Purchaser's  Accountants of
              the Group's  accounts  for the  Relevant  Accounting  Period,  the
              Purchaser  will procure  that the  Purchaser's  Accountants  shall
              deliver copies of them to the Purchaser,  to the `A'  Shareholders
              and to the `A' Shareholders  Accountants  together with a schedule
              showing their calculation of the Group's Profits for that Relevant
              Accounting   Period  and  their  calculation  of  Additional  2001
              Consideration,  Additional 2002  Consideration  or Additional 2003
              Consideration (as the case may be).

2.3.2         The `A' Shareholders  Accountants shall have 30 Business Days from
              the date of delivery of the Group's accounts to them to review the
              same (the "Review Period.

2.4           So as to enable the `A'  Shareholders  Accounts to verify that the
              accounts and schedules  have been prepared in accordance  with the
              provisions of this  agreement  the Purchaser  agrees to direct the
              Purchaser's  Accountants to give the `A'  Shareholders and the `A'
              Shareholders  Accountants reasonable access to and explanations of
              any of the working papers of the  Purchaser's  Accountants  and to
              any  records  and  documents  the  `A'  Shareholders  and  the `A'
              Shareholders Accountants may from time to time reasonably request.

2.5           The `A' Shareholders  Accountants and the Purchaser's  Accountants
              shall within 15

                                       82
<PAGE>

              Business  Days of the expiry of the Review  Period  either issue a
              joint certificate (the "Joint Certificate") (which shall be signed
              by both of them) or shall  notify the parties in writing that they
              cannot  reach  agreement.  The Joint  Certificate  shall state the
              amount of the Group's Profits for the Relevant  Accounting  Period
              and the amount of the Additional  2001  Consideration,  Additional
              2002  Consideration or Additional 2003  Consideration (as the case
              may be).  The Joint  Certificate  or notice  in  writing  shall be
              delivered to the Purchaser and to the `A'  Shareholders as soon as
              reasonably  practicable  following  expiry of the 15 Business Days
              period.

2.6.1         If no Joint  Certificate  is issued within 15 Business Days of the
              expiry of the Review Period (or such longer period as is agreed in
              writing  by the  Purchaser  and the  `A'  Shareholders)  then  the
              disagreement  shall be referred to an independent  accountant (the
              "Independent  Accountant")  who  shall  determine  the  matter  in
              dispute and issue his certificate in that respect.

2.6.2         The Independent  Accountant shall be nominated  jointly by the `A'
              Shareholders  and the  Purchaser or failing a nomination  shall be
              appointed  at the  request  of  either  party  at any  time by the
              President  for  the  time  being  of the  Institute  of  Chartered
              Accountants in England and Wales.

2.6.3         In particular the Independent  Accountant shall, where the Group's
              Profits are in  dispute,  determine  the  Group's  Profits for the
              Relevant Accounting Period and give his certificate as to such the
              Group's   Profits  and  as  to  the  amount  of  Additional   2001
              Consideration,  Additional 2002  Consideration  or Additional 2003
              Consideration (as the case may be)

2.6.4         The  Independent  Accountant  shall be  instructed  to deliver his
              certificate   within  30  Business  Days  of  his   nomination  or
              appointment  (or such longer  period as the  Purchaser and the `A'
              Shareholder  may  agree)  and shall act as an expert and not as an
              arbitrator  and (in the  absence  of obvious  error) his  decision
              (which shall be  communicated  in writing to the `A'  Shareholders
              and  the  Purchaser)  shall  be  final  and  binding  on  the  `A'
              Shareholders  and  the  Purchaser.  The  fees  and  costs  of  the
              Independent  Accountant  shall  be  payable  and  paid  by the `A'
              Shareholders  and the Purchaser in the proportions the independent
              Accountant  directs and in the absence of such  direction his fees
              and costs shall be borne as to fifty per cent by the Purchaser and
              as to fifty per cent by the `A' Shareholders;

                                       83
<PAGE>

2.7           The `A'  Shareholders  and the  Purchasers  shall procure that all
              records  and  working  papers  and  other   information  in  their
              possession or under their control as may be reasonably required by
              the  Independent  Accountant  to enable him to resolve the dispute
              shall be made available as soon as possible on request.

2.8           The costs of the `A'  Shareholders  Accountants in connection with
              the  determination  of the  Group's  Profits  and  Purchase  Price
              Adjustment  Consideration  shall,  except  where  the  Independent
              Account otherwise decides, be paid by the `A' Shareholders and the
              equivalent costs of the Purchaser Accountants shall be paid by the
              Purchaser   with  the  exception  only  of  those  costs  properly
              attributed to their audit  responsibilities which shall be paid by
              the Company.

2.9           The  Group's  Profits are to be  determined  by  reference  to the
              audited  opening  balance sheet,  and the closing balance sheet of
              the  Company for the  Relevant  Accounting  Period  which shall be
              prepared adopting the historic  accounting  principles used by the
              Group.

3.            SATISFACTION OF PURCHASE PRICE ADJUSTMENT CONSIDERATION

3.1           Purchase Price Adjustment  Consideration  shall be satisfied by to
              be satisfied by the allotment to the `A'  Shareholders on the date
              that the Purchase Price Adjustment  Consideration  becomes payable
              of such number of  Consideration  Stock  (excluding  fractions) as
              shall be n where:

              n = e
                  -
                  b

              where

              b = the Purchase Price Adjustment Consideration Issue Price; and

              e = the amount of Purchase Price Adjustment Consideration to which
              the "A" Shareholders are entitled

3.2           Within  five  Business  Days  following  the  issue  of the  Joint
              Certificate or of the  certificate of the  Independent  Accountant
              (as the  case  may be)  where  such  certificate  states  that the
              Purchase Price  Adjustment  Consideration is greater than nil, the

                                       84
<PAGE>

              Purchaser   shall   deliver   certificates   in   respect  of  the
              Consideration  Stock to the `A' Shareholders  PROVIDED THAT in the
              event that prior to the end of any Relevant  Accounting Period any
              `A' Shareholder ceases to be employed by the Company:-

3.2.1         as a result of his being convicted of a criminal offence committed
              with regard to his employment;

3.2.2         because he is guilty of  fraudulent  activity  in  relation to the
              Group;

3.2.3         because  he  has  committed  a  breach  of his  Service  Agreement
              warranting summary dismissal;

3.2.4         as a result of his leaving voluntarily (other than as a result of:

              3.2.4.1       death;

              3.2.4.2       prolonged  illness or incapacity  necessitating  the
                            absence  from  work  of the  `A'  Shareholder  for a
                            continuous period of 6 months;

              3.2.4.3       circumstances   which   are  found  by  a  court  of
                            competent  jurisdiction  to qualify as  constructive
                            dismissal;

               the `A'  Shareholder  concerned  shall not be entitled to receive
               such Purchase Price Adjustment  Consideration as is or would have
               been  payable  to him in  respect  of  that  and  all  subsequent
               Relevant Accounting Periods.

4.            SET OFF RIGHTS

4.1           If, prior to a Payment  Date,  the  Purchaser  makes a Claim which
              becomes,  prior to a Payment,  an Agreed Claim, which Agreed Claim
              remains on a Payment Date unsatisfied, then the Purchaser shall be
              entitled to deduct the amount of the Agreed  Claim from the amount
              of the Purchase Price  Adjustment  Consideration  provided  always
              that any deduction  made by the Purchaser  pursuant to this clause
              shall  be  made  from  the  `A'   Shareholders   strictly  in  the
              proportions in which the `A'  Shareholders are entitled to receive
              Purchase Price Adjustment Consideration.

                                       85
<PAGE>



SIGNED by ANGELA PHILLIPS                               )
in the presence of:                                     )

Signature: ..........................................
Name: ...............................................
Address: ............................................
 .....................................................
 .....................................................
Occupation:..........................................

SIGNED by SCOTT CHAMBERS                                 )
in the presence of:                                      )
                                                         )

Signature: ..........................................
Name: ...............................................
Address: ............................................
 .....................................................
 .....................................................
Occupation: .........................................


SIGNED by SHAWN O'ROUKE                                  )
in the presence of:                                      )

Signature: ..........................................
Name: ...............................................
Address: ............................................
 .....................................................
 .....................................................
Occupation: .........................................

                                       86
<PAGE>

SIGNED by ANDREW MAGGS                                   )
in the presence of:                                      )
                                                         )

Signature: ..........................................
Name: ...............................................
Address: ............................................
 .....................................................
 .....................................................
Occupation: .........................................

SIGNED by JAMES LAWSON                                   )
in the presence of:                                      )
                                                         )

Signature: ..........................................
Name: ...............................................
Address: ............................................
 .....................................................
 .....................................................
Occupation: .........................................

SIGNED by PATRICK McGWIRE                                )
in the presence of:                                      )
                                                         )

Signature: ..........................................
Name: ...............................................
Address: ............................................
 .....................................................
 .....................................................
Occupation: .........................................

                                       87
<PAGE>

SIGNED by [ ] for and on                                   )
behalf of GLOBAL SOURCES  LIMITED                          )
in the presence of:                                        )


Signature: ..........................................
Name: ...............................................
Address: ............................................
 .....................................................
 .....................................................
Occupation: .........................................

                                       88


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